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)   April 3, 1996

                              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 (513) 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 4.




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 April 3, 1996,  Tadd C. Seitz,  the  Chairman of the Board and Interim
President and Chief Executive Officer of The Scotts Company (the "Registrant")
forwarded to certain  investors and analysts the letter  included  herewith as
Exhibit 99 (the "Letter to 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 Investors, dated April 3, 1996          5 through 10


Item 8.     Change in Fiscal Year.

            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:  April 3, 1996          By: /s/Tadd C. Seitz
                                  ____________________________________
                                     Tadd C. Seitz, Chairman of the
                                     Board and Interim President
                                     and Chief Executive Officer












                                     -3-



                               INDEX TO EXHIBITS


Exhibit Number            Description                              Page No.

     99       Letter to Investors, dated April 3, 1996          5 through 10
















                                     -4-
                             LETTER TO INVESTORS,
                             DATED APRIL 3, 1996

April 3, 1996


Dear fellow investors and analysts:

In fiscal  1995,  The  Scotts  Company  instituted  a  promotional  program of
allowances  paid directly to the trade.  These  promotions did increase sales,
but they proved far more costly than  anticipated  and led to a restatement of
the company's  1995 results,  reducing  earnings by $2.7 million,  or $.12 per
share,  and the  resignation  of the  company's  Chief  Executive  Officer  on
February 22, 1996.

In a presentation I made in New York on February 29, I promised to get back to
you with answers to your  questions.  At that time, I had been Interim CEO for
only a few days.  Now, one month later,  I can give you better  guidance as to
where  The  Scotts  Company  is  currently  and how I think we can  solve  the
problems that have surfaced.

There are three points on which I want to elaborate:

1.   The adverse financial effects of the Scotts (Consumer Lawn Products) 1995
     promotional program should not continue into 1997. We have quantified the
     effects for 1996 to a large extent, and share that information below.

2.   There are  significant  steps we plan to take in 1996 to help offset some
     of the expected  impact to 1996 earnings and cash flow,  and to build the
     foundation  for  a  stronger  1997.   Some  of  these   initiatives   are
     cost-cutting steps, while others are changes to our management  structure
     and priorities.

3.   The financial  problems created by the 1995 promotional  program have not
     damaged the Scotts franchise.  We believe we have the strongest brands in
     the growing lawn and garden industry,  and that we are well positioned to
     achieve long-term profitable growth.


1. Effects on 1996*

   Our  1995  results  reflected  a  sales-growth  orientation  that  was  not
   adequately tempered by concern with  profitability.  At the same time, cash
   flow was negatively impacted; receivables increased as a result of extended
   terms given to retailers;  and inventories also grew as production outpaced
   actual sales.

   What is the likely impact of these problems on 1996 results?  First,  trade
   inventory  levels are  significantly  higher than they were a year ago as a

___________________________
     * Comparisons  to 1995 pro forma results  exclude the gain on the sale of
the Peters consumer water soluble plant food business, and income attributable
to that business.


                                     -5-

   result of the  "pre-season"  promotions  in the 4th quarter of 1995 and the
   1st quarter of 1996.  We estimate  that this excess  trade  inventory  will
   impact our sales in the 2nd,  3rd and 4th  quarters by up to $60 million in
   high-margin products.  However, I believe that virtually all of this excess
   trade inventory will be worked through the system this year.

   The Board and management have agreed that the amount of pre-season business
   going into 1997 will be significantly  reduced to avoid a repetition of the
   problems we are  experiencing.  Also,  as I indicated a few weeks ago,  the
   trade  promotion  programs cannot be changed for 1996. That means that 1996
   will experience  approximately  the same high level of incremental  cost as
   1995,  which  was $4-5  million  pre-tax.  Keep in mind  that  based on our
   current  plans to  restructure  these  programs,  this  elevated cost level
   should not go forward into 1997.

   Additionally,  the level of earnings  expected in 1996,  combined  with the
   fixed amount of  non-deductible  goodwill  amortization,  will increase our
   effective  tax rate in 1996.  At this point,  we estimate that the 1996 tax
   rate could be as high as 46%.

2. Actions:  Current and Anticipated

   The painful  experience of 1995 has galvanized the Board and the management
   team to fundamentally  re-examine our operating  philosophies and policies.
   As a result, the Company now has a clear focus on its core businesses and a
   high  sense  of  urgency  to  achieve  sound,   consistent  growth  in  the
   profitability of these businesses.

   Here are the actions already underway:

     *    We are  redesigning  the trade  promotional  programs to bring their
          cost back in line with historical norms and, at the same time, to be
          more profitable for both Scotts and our retailers.

     *    We are  committed to the ongoing  restructuring  of our  facilities,
          corporate staff,  business groups and overall spending.  Our current
          target is to reduce an  annualized  $8-10  million from our costs by
          the  end of  this  fiscal  year.  Most  will  come  from  headcount/
          compensation  reductions  in the  corporate  staff areas.  Given the
          timing and  one-time  costs,  we do not expect to see a  significant
          benefit from these efforts in the 1996  results,  but should see the
          full benefit in 1997.  (The company  recorded a $2.1 million  charge
          for  restructuring  in the  1st  quarter  and we  expect  to  record
          additional restructuring charges of $6-$8 million for the balance of
          the year,  a portion of which will be recorded in the 2nd  quarter.)
          At the  end of the  fiscal  year,  we  will  report  back  to you on
          specific actions and update you on expected savings.

     *    We are  sharply  cutting  our own  inventories  and  receivables  to
          reverse  last year's  decline in cash flow.  Our target is to reduce
          year-end  inventories and receivables below fiscal 1995 actuals.  In
          order to reduce inventories,  production will be scaled back, which,
          of course,  will have some negative impact on cost of goods as fixed
          plant  costs  are  spread  over  fewer  units.  Receivables  will be
          decreased  by  significantly   reducing  pre-season  shipments  with
          extended terms.



                                     -6-

     *    We are  also  committed  to  reduce  capital  expenditures  from $28
          million budgeted to $20 million.  These reductions should not impact
          key capacity or cost-reduction activities.

     *    Strong positive cash flow will enable the Board to consider  actions
          to  improve  shareholder  value  that  we had  hoped  to be  able to
          undertake earlier as the result of the merger with  Miracle-Gro.  We
          will  periodically  update you on our progress  toward positive cash
          flow.

   I want to emphasize that all of the items I have quantified are targets for
   fiscal 1996, not projections.**  However,  they give you an idea of what we
   think we can do. And we will get back to you on a regular  basis and report
   on these important milestones as we progress.

   New Management Structure for More Profitable Growth

   The changes we are making to the Scotts  organization are not just aimed at
   cost cutting. Their primary purpose is to drive the organization to achieve
   more  profitable  growth.  We believe that this can best be accomplished by
   changing  Scotts' highly  centralized  structure to a decentralized  profit
   center organization.

   We are placing the  responsibility  and the authority to achieve aggressive
   growth and profit targets squarely on the shoulders of the managers running
   our main business groups -- Consumer Lawn,  Consumer Garden,  Professional,
   and  International  -- and we are putting in place new  incentive  programs
   that will tie the compensation of our managers directly to both their sales
   and profit objectives.

   In the last year, we have made major management changes:

     *    Three new Miracle-Gro  directors joined the Board in 1995. They have
          been extremely helpful and constructive.
     *    Jim Rogula,  formerly a Miracle-Gro  director,  joined us as head of
          the Consumer Lawn products business in 1995. His assignment includes
          redesigning  the  promotional  programs for 1997. Jim joined us from
          the American Candy Company,  where he was President.  Prior to that,
          he was responsible for the Arm & Hammer brand at Church & Dwight.
     *    Jim Hagedorn,  from Miracle-Gro,  became head of the Consumer Garden
          products business in 1995. He has been  exceptionally  helpful to me
          in developing our overall plans for the company.

___________________________
     ** Safe Harbor Statement under the Private  Securities  Litigation Act of
1995.  The statements  contained in this letter 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 1996 and beyond to differ  materially from those expressed in such
forward  looking   statements.   These  important  factors  include,   without
limitation,  the risks and  factors  set  forth  above as well as other  risks
previously disclosed in the Company's securities filings.



                                     -7-


     *    In July 1995, Ron Justice came to us from Continental Baking Company
          where he was head of  Operations.  He also  brings  with him  twelve
          years'  experience with Frito-Lay.  He is responsible for optimizing
          manufacturing  efficiency  as  well  as  leveraging  our  purchasing
          opportunities and managing our extensive distribution system.
     *    Bob  Stohler  came on board in  November  1995 from his  position as
          President of  Rubbermaid,  Europe.  He also brings  experience  from
          Proctor  &  Gamble  and  S.C.  Johnson  Wax.  Bob  is  managing  our
          International business, where we have very ambitious growth plans.
     *    Mike Kelty is now heading up our  Professional  Group,  where he has
          been  charged with putting  together a new  distribution  and growth
          plan  that  will  enable  Scotts  to  compete  more  effectively  in
          professional markets. Mike's history with Scotts includes heading up
          our R&D and most  recently,  Senior Vice President of Technology and
          Operations.

   As you can  see,  there  is a lot of "new  blood"  here,  along  with  some
   seasoned Scotts people,  many of whom bring consumer  product  expertise to
   our  business.  I  think  you'll  be  impressed  by the  caliber  of  these
   executives.

   The search for our new CEO is in full swing.  The Board's search  committee
   expects to start interviewing by the end of April.

3. Strength of the Scotts/Miracle-Gro Brands

   Consumer interest in our products continues to grow -- Discount Store News,
   1995 states that Scotts,  Miracle-Gro and Hyponex are ranked first,  second
   and seventh,  respectively,  as the "most preferred" of all lawn and garden
   brands.

   It is a pun,  but  also  true,  to say that we are in a  "growing"  market.
   According to a National Gardening Survey for 1994,  "Seventy-four  percent,
   or an estimated 72 million householders,  participated in one or more types
   of indoor and outdoor lawn and garden activities in 1994."

   Discount  Store News  recently  wrote that in the minds of many  retailers,
   "Gardening is such a popular hobby these days that sales of lawn and garden
   supplies have risen  dramatically  and now rival the importance of computer
   hardware and housewares."

   Our own Scotts Consumer  Hotline will receive its 3 millionth call sometime
   this month -- an  indication  not only of lawn and garden  popularity,  but
   also of Scotts' leadership role as a source of information. We fully intend
   to keep that leadership position and grow profitably with the industry.

1996 will be a challenging  year, but we are taking this opportunity to return
Scotts'  focus to improving  profit and building  shareholder  value.  We also
commit to provide you with timely and accurate  information on our progress as
we work to minimize the impact of these  unusual  events in 1996 and to create
the foundation for a strong 1997 and beyond.

I know I speak for all my associates in saying that we appreciate your support
in the past and will do everything in our power to reward your loyalty.

Sincerely,


Tadd C. Seitz
Chairman and Interim President & CEO