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): August 8, 2002
                                                          --------------



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



             OHIO                        1-13292              31-1414921
 ----------------------------       ----------------      -------------------
 (State or other jurisdiction       (Commission File         (IRS Employer
       of incorporation)                 Number)          Identification No.)



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


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




                         Index to Exhibits is on Page 3.






Item 7.       Financial Statements and Exhibits

              (a)   None required.

              (b)   None required.

              (c)   Exhibits.

                    99.1     Statement Under Oath of Principal Executive Officer
                             of The Scotts Company Regarding Facts and
                             Circumstances Relating to Exchange Act Filings.

                    99.2     Statement Under Oath of Principal Financial Officer
                             of The Scotts Company Regarding Facts and
                             Circumstances Relating to Exchange Act Filings.

Item 9.       Regulation FD Disclosure

              On August 8, 2002, each of the Principal Executive Officer, James
Hagedorn, and Principal Financial Officer, Patrick J. Norton, of The Scotts
Company submitted to the Securities and Exchange Commission sworn statements
pursuant to Securities and Exchange Commission Order No. 4-460.

              A copy of each of these statements is attached hereto as an
Exhibit (99.1 and 99.2).



                                   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:  August 9, 2002                   By: /s/ David M. Aronowitz
                                            ---------------------------------
                                            David M. Aronowitz, Executive
                                            Vice President, General
                                            Counsel and Secretary




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                                INDEX TO EXHIBITS


Exhibit Number      Description
- --------------      -----------

     99.1           Statement Under Oath of Principal Executive Officer of The
                    Scotts Company Regarding Facts and Circumstances Relating to
                    Exchange Act Filings.

     99.2           Statement Under Oath of Principal Financial Officer of The
                    Scotts Company Regarding Facts and Circumstances Relating to
                    Exchange Act Filings.





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                                                                   Exhibit 99.1

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS


I, James Hagedorn, state and attest that:

     (1)  To the best of my knowledge, based upon a review of the covered
          reports of the Scotts Company, and, except as corrected or
          supplemented in a subsequent covered report:


          o    No covered report contained an untrue statement of a material
               fact as of the end of the period covered by such report (or in
               the case of a report on Form 8-K or definitive proxy materials,
               as of the date on which it was filed): and

          o    No covered report omitted to state a material fact necessary to
               make the statements in the covered report, in light of the
               circumstances under which they were made, not misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials, as of the date
               on which it was filed).

     (2)  I have reviewed the contents of this statement with the Company's
          Audit Committee.

     (3)  In this statement under oath, each of the following, if filed on or
          before the date of this statement, is a "covered report":

          o    The Annual Report on Form 10-K of The Scotts Company for the
               fiscal year ended September 30, 2001;

          o    All reports on Form 10-Q, all reports on Form 8-K and all
               definitive proxy materials of The Scotts Company filed with the
               Commission subsequent to the filing of the Form 10-K identified
               above; and

          o    Any amendments to the foregoing.



/s/ James Hagedorn                         Subscribed and sworn to
James Hagedorn                             before me this 8th day of
President, Chief Executive Officer         August 2002.
Date:  August 8, 2002


                                           /s/ A. Sue Hughes
                                           Notary Public



                                           My Commission Expires: June 4, 2006



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                                                                   Exhibit 99.2

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS


I, Patrick J. Norton, state and attest that:

     (1)  To the best of my knowledge, based upon a review of the covered
          reports of the Scotts Company, and, except as corrected or
          supplemented in a subsequent covered report:

          o    No covered report contained an untrue statement of a material
               fact as of the end of the period covered by such report (or in
               the case of a report on Form 8-K or definitive proxy materials,
               as of the date on which it was filed): and

          o    No covered report omitted to state a material fact necessary to
               make the statements in the covered report, in light of the
               circumstances under which they were made, not misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials, as of the date
               on which it was filed).

     (2)  I have reviewed the contents of this statement with the Company's
          Audit Committee.

     (3)  In this statement under oath, each of the following, if filed on or
          before the date of this statement, is a "covered report":

          o    The Annual Report on Form 10-K of The Scotts Company for the
               fiscal year ended September 30, 2001;

          o    All reports on Form 10-Q, all reports on Form 8-K and all
               definitive proxy materials of The Scotts Company filed with the
               Commission subsequent to the filing of the Form 10-K identified
               above; and

          o    Any amendments to the foregoing.



/s/ Patrick J. Norton                       Subscribed and sworn to
Patrick J. Norton                           before me this 8th day of
Executive Vice President &                  August 2002.
  Chief Financial Officer
Date:  August 8, 2002


                                            /s/ A. Sue Hughes
                                            Notary Public


                                            My Commission Expires:  June 4, 2006



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