Index to Exhibits is on Page 4.
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported) JANUARY 13, 1997

                               THE SCOTTS COMPANY
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)




      OHIO                          1-11593                  31-1199481
- ----------------                ----------------         -------------------
(State or other                 (Commission File           (IRS Employer
jurisdiction of                     Number)              Identification No.)
 incorporation)


        14111 SCOTTSLAWN ROAD, MARYSVILLE, OHIO                43041
      ------------------------------------------------------------------
       (Address of principal executive offices)              (Zip Code)


       Registrant's telephone number, including area code (937) 644-0011


                                 NOT APPLICABLE
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)



                               Page 1 of 6 Pages.



ITEM 1.     CHANGES IN CONTROL OF REGISTRANT.

            Not Applicable.

ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS.

            Not Applicable.

ITEM 3.     BANKRUPTCY OR RECEIVERSHIP.

            Not Applicable.

ITEM 4.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

            Not Applicable.

ITEM 5.     OTHER EVENTS.

     On January 13, 1997,  The Scotts  Company (the  "Registrant")  acquired the
approximately   two-thirds   interest  in  Miracle  Holdings  Limited  ("Miracle
Holdings")  which the  Registrant  did not already own.  Miracle  Holdings  owns
Miracle Garden Care Limited,  a manufacturer  and distributor of lawn and garden
products in the United Kingdom. The consummation of the acquisition is described
in the press release issued on January 13, 1997,  which is included  herewith as
Exhibit 99.

ITEM 6.     RESIGNATIONS OF REGISTRANT'S DIRECTORS.

            Not Applicable.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.

            (a) - (b)   None required.

            (c)   Exhibits.

EXHIBIT NUMBER            DESCRIPTION                         PAGE NO.
- --------------            -----------                         --------

     99          Press Release issued January 13, 1997        5 and 6


ITEM 8.     CHANGE IN FISCAL YEAR.

            Not Applicable.

ITEM 9.     SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

            Not Applicable

                                      -2-



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    THE SCOTTS COMPANY



Date:  January 27, 1997         By: /s/ Charles M. Berger
                                    ______________________________________
                                        Charles M. Berger, Chairman of
                                        the Board, President and
                                        Chief Executive Officer


                                      -3-



                                INDEX TO EXHIBITS



EXHIBIT NUMBER            DESCRIPTION                         PAGE NO.
- --------------            -----------                         --------

     99          Press Release Issued January 13, 1997        5 and 6


                                      -4-


                                   EXHIBIT 99


                              PRESS RELEASE ISSUED
                                JANUARY 13, 1997


                                      -5-




[Scotts Logo]


FOR IMMEDIATE RELEASE

                   Scotts Completes United Kingdom Acquisition
                          of Miracle Garden Care, Ltd.


Marysville,  OH,  January 13, 1997 -- The Scotts Company  (NYSE:SMG)  said today
that it had  completed its  previously  announced  acquisition  of the remaining
two-thirds  interest in Miracle Garden Care, Ltd.,  manufacturer and distributor
of lawn and garden products in the United Kingdom.

Miracle Garden Care was created in 1994 as a result of the sale of Zeneca Garden
Care, a spin off of Imperial Chemical Industries,  Plc., to Miracle-Gro Products
Limited and other institutional investors.

Miracle Garden Care has leading  positions in several consumer market categories
such as general  fertilizers for lawn and garden care. Its major consumer brands
include  Weedol(R),  Pathclear(R),  and  Grasshopper(R).   Miracle  Garden  Care
distributes key Scotts brands such as Miracle-Gro(R), Scotts Lawn Builder(R) and
Osmocote(R).

The company noted that Miracle Garden Care,  with its focus on the consumer side
of  the  business,   complements   Scotts'  current  European  business  in  the
Netherlands  which  primarily  markets   controlled   release   fertilizers  and
water-soluble fertilizers to professional horticultural users.

Charles M. Berger, Scotts' Chairman,  President and Chief Executive Officer said
"We  are  enthusiastic  about  the  strategic   opportunity  presented  by  this
acquisition.  It will  help us build an  integrated  team to  better  serve  our
customers and grow our international business."

Robert Stohler, Senior Vice President - International,  The Scotts Company, will
also become Managing Director,  Miracle Garden Care, and will operate the Scotts
International Business Group from England.

Headquartered  in  Marysville,  Ohio,  for 126 years,  The Scotts Company is the
world's leading producer and marketer of products for  do-it-yourself  lawn care
and  gardening,   professional  turf  care,  and  horticulture.   The  company's
industry-leading  brands include  Scotts(R),  Turf  Builder(R),  Miracle-Gro(R),
Hyponex(R),  and  Osmocote(R).  Scotts  products are sold in the United  States,
Canada, the United Kingdom, continental Europe, Southeast Asia, the Middle East,
Africa, Australia, New Zealand, and several Latin American countries.

________________________________________________________________________________

Safe Harbor Statement under the Private Securities Litigation Act of 1995:
The  statements  contained in this  release  which are not  historical  fact are
"forward   looking   statements"   that   involve   various   important   risks,
uncertainties,  and other factors which could cause the company's actual results
for 1997 and beyond to differ  materially  from those  expressed in such forward
looking statements.  These important factors include, without limitation,  those
previously  disclosed in the company's  securities  filings and the  possibility
that the acquisition may not be completed.

Contact:  Kerry M. Bierman
          The Scotts Company
          513-644-7043
          kerry.bierman@scottsco.com

          THE SCOTTS COMPANY -- 14111 SCOTTSLAWN ROAD, MARYSVILLE, OH 43041
          -- 513/644-0011