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) FEBRUARY 3, 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 10 Pages.
                         Index to Exhibits is on Page 5.





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  February  3,  1997,  Charles  M.  Berger,  the  Chairman  of the Board,
President and Chief Executive Officer of The Scotts Company (the  "Registrant"),
forwarded to the  shareholders  of the Registrant  and to certain  investors and
analysts the letter included herewith as Exhibit 99 (the "Letter to Shareholders
and Investors").

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             Letter to Shareholders and Investors,     5 through 10
                    dated February 3, 1997


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 thereunto duly authorized.

                                    THE SCOTTS COMPANY



Date:  February 4, 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             Letter to Shareholders and Investors,     5 through 10
                    dated February 3, 1997



                                      -4-

                                   EXHIBIT 99


                      Letter to Shareholders and Investors,
                             Dated February 3, 1997


                                      -5-



The Scotts Company                                                 [Scotts Logo]


14111 SCOTTSLAWN ROAD MARYSVILLE, OHIO 43041 937-644-0011



BEGINNING  WITH THE FIRST QUARTER IN FISCAL 1997,  ENDED  DECEMBER 28, 1996, THE
SCOTTS COMPANY WILL BEGIN QUARTERLY COMMUNICATIONS TO ITS SHAREHOLDERS,  TO HELP
YOU BETTER UNDERSTAND THE COMPANY'S PERFORMANCE AND PROGRESS.



February 3, 1997




Dear Scotts Company Shareholder:

During fiscal 1997's first quarter,  your company  continued its progress toward
renewed profitability.  We not only reduced net and operating losses compared to
1996's first quarter,  but we continued to reduce costs; and we strengthened our
balance sheet by reducing  receivables and borrowings.  This progress  positions
Scotts well for profitable financial performance during the spring lawn care and
gardening season, our second and third quarters.

In the quarter,  The Scotts Company had a net loss of $4.1 million,  or 35 cents
per common share,  significantly  smaller than the loss of $7.2  million,  or 51
cents per common share, in 1996's first quarter. The 1996 first quarter included
a $2.1 million charge for restructuring.

Putting the Numbers in  Perspective.  And while it's important to recognize that
this pre-season quarter has historically  accounted for approximately 15 percent
of  our  sales,   viewed  in  the   context  of  Scotts'   strategy  to  restore
profitability, the first quarter more than met our objectives. Reaction from the
financial community has been positive, too.

Scotts' 1996  performance  was hampered by lingering  effects of an unsuccessful
1995 Consumer Lawns sales promotion program, which significantly increased costs
and created as much as $60 million in increased trade inventories.

Scotts' 1997  strategy  calls for replacing the  unsuccessful  "push"  marketing
programs with a new "pull" strategy. In addition, its restructured  organization
should be more  competitive  as the company  begins to enjoy the benefits of the
reduced cost structure.

Positive  Performance.  We made continued  progress in all of these areas during
the first quarter.  Sales were down by 15 percent from the year-earlier quarter,
but we  believe  they more  accurately  reflected  retailers'  inventory  timing
requirements for our products. The higher level first quarter 1996 sales, on the
other hand, were driven in part by costly promotion programs.

Looking at first quarter sales by individual business groups:

  *  Consumer Lawns  Business  Group sales were down 31.2  percent,  essentially
     due to the  discontinuance  of the  costly  promotional  programs  that had
     encouraged  retailers to make  extensive  pre-season  purchases in previous
     years.

                                      -1-






  *  Consumer  Gardens  Group sales were down 12.3  percent,  primarily  due  to
     postponing  some shipments into the second quarter,  to optimize  in-season
     shelf life of grass seed products.

  *  Organics  Business Group sales  were down 7.7 percent,  reflecting  reduced
     costly promotional discounting to drive volume.

  *  Professional Business Group sales, as anticipated,  were down 4.5  percent,
     due to the discontinuance of unprofitable products.

  *  Scotts' International  Business Group sales increased by 8.3 percent,  most
     of that growth coming from the Pacific Rim.

Marketing Cost  Reductions.  While sales  decreased 15 percent,  marketing costs
were down nearly 21 percent from first quarter 1996. This confirms,  we believe,
that we have more cost-effective  marketing programs for the company.  And while
our new marketing  strategy will concentrate more of our marketing  expenditures
during  the  second  and third  quarters  this  year,  we still  expect  overall
marketing  expense as a percent of sales to be down  slightly for the balance of
fiscal 1997. Trade response to that new strategy has been positive,  with orders
to date up considerably versus last year.

In  addition,  the  effects  of  Scotts'  cost-reduction  efforts  also  led  to
improvements   in  other   key  areas   such  as   distribution,   general   and
administrative, and interest expense.

The company's  balance sheet improved during the quarter,  too, with receivables
down more than $75 million from last year's first quarter.  Reduced debt -- down
by  nearly  $73  million  from  the  1996  quarter  -- was a  direct  result  of
lowerworking capital needs.

Other Actions.  During the first quarter,  The Scotts Company  announced that it
had signed a Letter of Intent to  purchase  the  remaining  interest  in Miracle
Holdings  Limited and its subsidiary,  Miracle Garden Care, Ltd., the profitable
lawn and garden  care  operation  in the United  Kingdom in which it held a 32.4
percent ownership interest. The transaction, which was completed early in fiscal
1997's second  quarter,  will help provide Scotts with an  established  base for
growth  in  Europe's  lawn  care and  garden  products  market.  We  believe  it
complements our existing  European  operations  well, since they primarily serve
professional markets.

The acquisition,  which -- after interest  expenses and amortization of goodwill
- -- is expected to have neutral to slightly accretive  earnings  implications for
the company in 1997, is a key element in our international growth strategy.

Going  forward,  we  believe  we  cannot  only  improve  Miracle  Garden  Care's
performance,  but use it as a base for  expanding  our  presence in  continental
Europe.

During the quarter,  we also  announced that Jean (John) H. Mordo had been named
Scotts' Executive Vice President and Chief Financial Officer,  effective January
6, 1997. Jean comes to us from Pratt and Whitney Aircraft, a $6 billion division
of United Technologies Corporation, where he had served as Senior Vice President
and Chief Financial Office since 1992.

Prior  to  that,  he  was  with  Otis  Elevator,   also  a  division  of  United
Technologies,  where he served most  recently  as  President  of Latin  American
Operations  and Chief  Financial  Officer.  I'm confident that Jean will play an
important  role in our  continuing  efforts  to return  The  Scotts  Company  to
profitability and growth.


                                      -2-



Scotts also,  during the quarter,  contracted  with a marketing  research  firm,
Triad  Systems  Corporation,  to audit  retail sales to provide us with a better
understanding  of our  consumer  market  share and the actual  price paid at the
point of purchase.  This kind of data,  which has not been readily  available in
our industry in the past,  should not only help us track Scotts'  products,  but
also competitors' products in each of the categories we serve. This should prove
invaluable as we work to simplify our products lines,  establish  proper pricing
points, and consider new opportunities.

Positioned for Profitability.  We're confident that the reduced loss, the marked
progress  in key  cost  areas,  the  positive  trade  reaction  to our new  1997
marketing programs,  and the strengthened  balance sheet all reflect significant
progress in our plan for renewed  profitability.  They should permit the company
to react quickly and efficiently when spring breaks.

We entered the second  quarter of fiscal 1997 well  positioned  to capitalize on
the  immense  potential  of The  Scotts  Company's  brands and  products.  We're
optimistic  that, as the company's 1996 Annual Report  explained,  we have taken
the right steps to unlock Scotts' potential for profitable growth.

Sincerely,

/s/ Charles M. Berger
    ____________________________________
    Charles M. Berger
    Chairman, President and Chief Executive Officer









SAFE HARBOR  STATEMENT UNDER THE PRIVATE  SECURITIES  LITIGATION ACT OF 1995: to
encourage  companies  to  provide  additional  forward-looking   information  to
investors,  Congress in 1995 passed  legislation  called the Private  Securities
Litigation Act of 1995. This letter contains statements that, under the Act, are
considered forward-looking. Shareholders should keep in mind that actual results
could differ materially from the forward-looking  information  contained in this
letter, due to a variety of factors,  including, but not limited to, the effects
of weather conditions on sales of the company's products; the success of the new
promotion  programs  discussed  in the  letter,  and the  company's  ability  to
maintain  favorable  profit margins on its products and produce them on a timely
basis.  Additional  detailed  information  on these and other factors is readily
available in the company's publicly filed quarterly,  annual, and other reports.
For  copies,  please  contact  Investor  Relations,  The Scotts  Company,  14111
Scottslawn Road, Marysville, Ohio 43041.


                                      -3-






                       THE SCOTTS COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                  FOR THE THREE MONTHS ENDED DECEMBER 28, 1996
                              AND DECEMBER 30, 1995

                    (in thousands, except per share amounts)
                                   (Unaudited)


                                                    THREE MONTHS ENDED
                                                December 30,    December 28,
                                                    1995           1996        % CHANGE
                                                ------------    ------------   --------

                                                                         
Net sales                                         117,928         100,184       -15.0%
Cost of sales                                      64,714          53,842       -16.8%
                                                ---------         -------

Gross profit                                       53,214          46,342       -12.9%
% of sales                                          45.1%           46.3%

Marketing                                          27,590          21,830       -20.9%
Distribution                                       16,465          13,688       -16.9%
General and administrative                          8,057           7,293        -9.5%
Research and development                            2,663           2,664         0.0%
Amortization of goodwill and
   other intangibles                                2,172           2,233         2.8%
Other expenses, net                                   242             267        10.3%
Unusual expense                                     2,055            --             na
                                                ---------         -------


Income from operations                             (6,030)         (1,633)       72.9%
% of sales                                           -5.1%           -1.6%

Interest expense                                    6,601           5,573       -15.6%
                                                ---------         -------

Income before taxes                               (12,631)         (7,206)       42.9%

Income tax benefit                                 (5,457)         (3,113)       43.0%
                                                ---------         -------

Net income                                         (7,174)         (4,093)       42.9%

Preferred stock dividend                            2,436           2,438           nm
                                                ---------         -------

Income available to common shareholders         $  (9,610)      $  (6,531)          nm
                                                =========       =========

Net income (loss) per common share (1)          $   (0.51)      $   (0.35)       31.6%
                                                =========       =========

Common shares used in per share calculation        18,689          18,575           nm
                                                =========       =========


(1)  Fully diluted  earnings per share for all periods  presented did not differ
     more than 3% from primary earnings per share.

-4- THE SCOTTS COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands) December 30, December 28, September 30, 1995 1996 1996 ASSETS Current assets Cash $ 7,903 $ 5,854 $ 10,598 Accounts receivable, net 196,373 121,648 110,426 Inventories, net 184,629 195,454 148,836 Other current assets 22,637 22,342 22,101 -------- -------- -------- Total current assets 411,542 345,298 291,961 -------- -------- -------- Property, plant and equipment 147,787 136,076 139,488 Trademarks, net 88,688 86,433 86,997 Other intangibles, net 23,513 18,421 19,455 Goodwill 178,794 178,899 180,154 Other assets 15,883 13,551 13,630 -------- -------- -------- Total assets $866,207 $778,678 $731,685 ======== ======== ======== LIABILITY AND SHAREHOLDERS' EQUITY Current liabilities Revolving credit 36,488 1,875 2,197 Accounts payable 54,414 44,921 46,288 Other current liabilities 47,543 55,192 62,273 -------- -------- -------- Total current liabilities 138,445 101,988 110,758 -------- -------- -------- Long-term debt 324,368 286,405 223,128 Postretirement benefits 27,204 27,202 27,157 Other liabilities 5,152 6,064 6,341 -------- -------- -------- Total liabilities 495,169 421,659 367,384 Shareholder's equity 371,038 357,019 364,301 -------- -------- -------- Total liabilities and equity $866,207 $778,678 $731,685 ======== ======== ========