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                           December 16, 2021

       Christopher J. Hagedorn
       President
       The Scotts Miracle-Gro Company
       14111 Scottslawn Road
       Marysville, OH 43041

                                                        Re: The Scotts
Miracle-Gro Company
                                                            Registration
Statement on Form S-4
                                                            Filed December 10,
2021
                                                            File No. 333-261596

       Dear Mr. Hagedorn:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact Jeffrey
Gabor at 202-551-2544 with any questions.




                           Sincerely,


                           Division of Corporation Finance

                           Office of Life Sciences
       cc:                                              Adam L. Miller, Esq.