THE SCOTTS COMPANY

            NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                    To Be Held March 8, 1994


          NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Annual Meeting") of The Scotts Company (the
"Company") will be held at the Columbus Marriott North,
6500 Doubletree Avenue, Columbus, Ohio on Tuesday, March 8, 1994,
at 9:00 a.m. (Eastern Standard Time), for the following purposes:

          1.   To elect nine directors to serve for the ensuing
               year;

          2.   To ratify the selection of Coopers & Lybrand as
               independent auditors of the Company for the 1994
               fiscal year; and

          3.   To transact such other business as may properly come
               before the Annual Meeting or any adjournment or
               adjournments thereof.

          The close of business on January 7, 1994, has been fixed
by the Board of Directors as the record date for determining the
stockholders entitled to notice of, and to vote at, the Annual
Meeting.  A list of stockholders eligible to vote at the Annual
Meeting will be available for inspection at the Annual Meeting and
during business hours from February 25, 1994 to the date of the
Annual Meeting at the Company's headquarters at the address set
forth below and at the law offices of Vorys, Sater, Seymour and
Pease, 52 East Gay Street, Columbus, Ohio 43215.

          You are cordially invited to attend the Annual Meeting. 
Whether or not you plan to attend the Annual Meeting, you may
ensure your representation by completing, signing, dating and
promptly returning the enclosed proxy card.  A return envelope,
which requires no postage if mailed in the United States, has been
provided for your use.  If you attend the Annual Meeting and inform
the Secretary of the Company in writing that you wish to vote your
shares in person, your proxy will not be used.





                                   By Order of the Board of
                                   Directors,

                                   /s/ Craig D. Walley           
     

                                   Craig D. Walley
                                   Vice President and Secretary

The Scotts Company
14111 Scottslawn Road
Marysville Ohio  43041
January 25, 1994