THIS CONFORMING PAPER FORMAT DOCUMENT IS
             BEING SUBMITTED PURSUANT TO RULE 901(d)
                        OF REGULATION S-T


                       THE SCOTTS COMPANY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 8, 1994
   THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder(s) of shares of Class A Common Stock of The
Scotts Company (the "Company") hereby appoints Paul D. Yeager and
Craig D. Walley, and each of them, the Proxies of the undersigned,
with full power of substitution, to attend the Annual Meeting of
Stockholders of the Company to 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, and any adjournment
or adjournments thereof, and to vote all of the shares of Class A
Common Stock which the undersigned is entitled to vote at such
Annual Meeting or at any adjournment or adjournments thereof:

1.   To elect nine directors to serve for terms of one year each: 
     

      James B Beard, John S. Chamberlin, Alberto Cribiore,
      Joseph P. Flannery, Theodore J. Host, Tadd C. Seitz,
     Donald A. Sherman, John M. Sullivan, L. Jack Van Fossen
                                         
      ____ Vote for all nominees      ____ Vote withheld for all nominees
     
      ____  Vote for all nominees except
_______________________________________

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

              ____ FOR  ____  AGAINST  ____ ABSTAIN

3.   In their discretion, the Proxies are authorized to vote upon
     such other matters (none known at the time of solicitation of
     this proxy) as may properly come before the Annual Meeting or
     any adjournment or adjournments thereof.  

     WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS
     PROXY WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT VOTED AS
     SPECIFIED.  IF NO CHOICE IS INDICATED, THE SHARES REPRESENTED
     BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
     LISTED IN ITEM NO. 1 AS DIRECTORS OF THE COMPANY AND "FOR"
     PROPOSAL NO. 2.  IF ANY OTHER MATTERS ARE PROPERLY BROUGHT
     BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS
     THEREOF OR IF A NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN
     THE PROXY STATEMENT IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL
     NOT SERVE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
     IN THE DISCRETION OF THE PROXIES ON SUCH MATTERS OR FOR SUCH
     SUBSTITUTE NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.




(THIS PROXY CONTINUES AND MUST BE SIGNED AND DATED ON THE REVERSE SIDE)


    The undersigned hereby acknowledges receipt of the Notice of
the Annual Meeting of Stockholders, dated January 25, 1994, the
Proxy Statement furnished therewith, and the Annual Report of the
Company for the fiscal year ended September 30, 1993.  Any proxy
heretofore given to vote the shares of Class A Common Stock which
the undersigned is entitled to vote at the Annual Meeting of
Stockholders is hereby revoked.

                              
Date________________________________________


                              
____________________________________________

                              
____________________________________________
                              Stockholder sign name exactly as it
                              is stenciled hereon.

                              NOTE:     Please fill in, sign and
                                        return this proxy in the
                                        enclosed envelope.  When
                                        signing as Attorney,
                                        Executor, Administrator,
                                        Trustee or Guardian, please
                                        give full title as such. 
                                        If signer is a corporation,
                                        please sign the full
                                        corporate name by
                                        authorized officer.  Joint
                                        Owners should sign
                                        individually.  (Please note
                                        any change of address on
                                        this proxy.)



 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                       THE SCOTTS COMPANY