FORM 10-Q
                              
             SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D. C.  20549
                              
  [X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                            15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
        For the quarterly period ended April 1, 1995
                              
                             OR
                              
[   ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR
                            15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
 For the transition period from ____________ to ____________
                              
               Commission file number 0-19768
                              
                     THE SCOTTS COMPANY
   (Exact name of registrant as specified in its charter)

     Ohio
                                            31-1199481
  (State or other jurisdiction of         (I.R.S. Employer
                                          Identification No.)
  incorporation or organization)

                    14111 Scottslawn Road
                         Marysville, Ohio           43041
          (Address of principal executive offices)
                                                 (Zip Code)

                     (513) 644-0011
                              
    (Registrant's telephone number, including area code)
                              
                        No change
                              
   (Former name, former address and former fiscal year, if
                 changed since last report.)
                              
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                                   Yes   X   No

Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of the latest
practicable date.

           18,667,064                 Outstanding at May 8, 1995
Common Shares, voting, no par value

                              
                              
                     Page 1 of 163 pages
                              
                  Exhibit Index at page 18
                              
                              
             THE SCOTTS COMPANY AND SUBSIDIARIES
                              
                            INDEX


                                                         Page  No.

Part  I.  Financial Information:

 Item 1.  Financial Statements
  Consolidated Statements of Income - Three month and six
month periods ended April 2, 1994 and April 1, 1995         3

  Consolidated Statements of Cash Flows - Six month periods
   ended April 2, 1994 and April 1, 1995                    4

  Consolidated Balance Sheets - April 2, 1994,
   April 1, 1995 and September 30, 1994                     5

  Notes to Consolidated Financial Statements                6-10

 Item 2.  Management's Discussion and Analysis of
  Financial Condition and Results of Operations             11-13


Part II.  Other Information

 Item 1.  Legal Proceedings                                 14

 Item 4.  Submission of Matters to a Vote of Security
Holders                                                     14-15

 Item 5.  Other Information
                                                            16

 Item 6.  Exhibits and Reports on Form 8-K
                                                            16


Signatures                                                  17


Exhibit Index                                               18



                           Page 2
                              
                              
              PART I  -  FINANCIAL INFORMATION
                 ITEM 1.  FINANCIAL STATEMENTS
                              
                              
             THE SCOTTS COMPANY AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF INCOME
                         (Unaudited)
            (in thousands except per share data)




                               Three Months Ended      Six  Months Ended
                               April 2    April 1      April 2    April 1
                                1994       1995         1994       1995
                                       
Net sales                    $207,424       $236,092    $275,750   $334,111
Cost of sales                 109,100        123,890     146,464    177,410
                                                                        
Gross profit                   98,324        112,202     129,286    156,701
                                                                        
Marketing                      32,990         36,768      45,911     56,670
Distribution                   24,888         30,479      35,864     45,019
General and administrative      9,331          6,997      14,341     12,964
Research and development        2,934          2,963       4,938      5,728
Other expenses, net               776          1,558         804      2,553   
                                                                        
Income from operations         27,405         33,437      27,428     33,767
                                                                 
 Interest expense               4,917          8,114       7,557     13,808
                                                                        
Income before taxes            22,488         25,323      19,871     19,959
                                                                        
 Income taxes                   9,475         10,509       8,415      8,282
                                                                        
Net income                   $ 13,013        $14,814     $11,456    $11,677
                                                                        
Net income per common share  $    .69        $   .79     $   .61    $   .62
                                                                        
Weighted average number of                                              
common shares outstanding      18,890         18,820      18,855     18,762
                                                                        


See Notes to Consolidated Financial Statements

                              
                           Page 3
                             
                              
             THE SCOTTS COMPANY AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (Unaudited)
                       (in thousands)


                               
                                              Six Months Ended
                                             April 2   April 1
                                               1994      1995
                                                           
CASH FLOWS FROM OPERATING                             
ACTIVITIES:
 Net income                                  $11,456    $11,677
 Adjustments to reconcile net income                  
 to net cash
   used in operating activities:                      
     Depreciation and amortization           10,777      11,908
     Postretirement benefits                     64         204
     Net increase in certain                          
       components of                       (120,160)   (133,319)
         working capital                     
     Net change in other assets and                   
         liabilities and other                        
         adjustments                            667        (504)
                                                      
          Net cash used in operating        (97,196)   (110,034)
activities                                   
                                                      
CASH FLOWS FROM INVESTING ACTIVITIES                  
 Investment in plant and equipment,         (12,436)    (10,891)
   net                                          
 Investment in software                         -          (483)
 Investment in Affiliate                        -          (250)
 Acquisition of Sierra, net of cash             -     
   acquired                                 (118,986)        -
                                                
          Net cash used in investing        (131,422)   (11,624)
            activities                                   
                                                      
CASH FLOWS FROM FINANCING ACTIVITIES                  
 Borrowings under term debt                  125,000        -
 Payments on term and other debt                (428)    (1,197)
 Revolving lines of credit and bank          106,295    118,378
   line of credit, net
 Issuance of Class A Common Stock                160        -
 Deferred financing costs incurred              -          (275)
                                                      
          Net cash provided by              231,027     116,906
            financing activities
                                                      
Effect of exchange rate changes on cash        (179)        676
                                                      
Net increase (decrease) in cash               2,230      (4,076)
                                                      
Cash at beginning of period                   2,323      10,695
                                             
                                                      
Cash at end of period                        $4,553      $6,619
                                                      
SUPPLEMENTAL CASH FLOW INFORMATION                    
 Interest paid, net of amount                $3,005   $  14,007
capitalized                                
 Income taxes paid                            9,164         996
 Detail of entities acquired:                         
  Fair value of assets acquired             144,501  
  Liabilities assumed                       (25,515)   
  Net cash paid for acquisition             118,986  


See Notes to Consolidated Financial Statements


                           Page 4
                              
                              
             THE SCOTTS COMPANY AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
                         (Unaudited)
                       (in thousands)

                           ASSETS

                                      April 2     April 1   September 30
                                                           
                                       1994        1995         1994

Current Assets:                                      
Cash                                  $4,553       $6,619     $10,695
 Accounts receivable, less                                   
allowances                            200,763     252,509     115,772
  of $2,784, $3,395 and $2,933,                   
respectively
 Inventories                          128,832     143,574     106,636

 Prepaid and other assets              16,832      22,841      17,151

  Total current assets                350,980     425,543     250,254
                                                             
Property, plant and equipment, net    126,594     143,791     140,105
Patents and other intangibles, net     32,770      26,529      28,880
Goodwill                              106,842     103,224     104,578
Other assets                            4,957       9,755       4,767
                                                             
  Total Assets                       $622,143    $708,842    $528,584
                                                             

            LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:                                  
 Revolving credit line                $98,000     $39,852     $23,416
 Current portion of term debt          20,417        -          3,755
 Accounts payable                      69,294      79,591      46,967
 Accrued liabilities                   33,425      24,258      31,167
 Accrued taxes                          7,990      22,331       4,383
  Total current liabilities           229,126     166,032     109,688
                                                      
Long-term debt, less current          205,917     324,630     220,130
  portions                             
Postretirement benefits other than     26,710      27,218      27,014 
  pensions
Other liabilities                       5,254       7,622       3,592
                                                      
  Total Liabilities                   467,007     525,502     360,424
                                                      
Shareholders' Equity:                                 
 Common Shares, no par value              211         211         211
 Capital in excess of par value       193,618     193,155     193,450
 Retained earnings                      2,448      25,552      13,875
 Cumulative translation gain              300       5,863       2,065
 Treasury stock 2,415 shares at cost  (41,441)    (41,441)    (41,441)
  Total Shareholders' Equity          155,136     183,340     168,160
                                                       
  Total Liabilities and             $ 622,143   $ 708,842    $528,584
Shareholders' Equity
                                                      
                                                      
                                                      
See Notes to Consolidated Financial                   
Statements
                                                      
                                                      
                                                      
                           Page 5


             THE SCOTTS COMPANY AND SUBSIDIARIES
         Notes to Consolidated Financial Statements



1. Organization and Basis of Presentation

   The Scotts Company ("Scotts") and its wholly owned
   subsidiaries, Hyponex Corporation ("Hyponex"), Republic
   Tool and Manufacturing Corp. ("Republic") and Scott-
   Sierra Horticultural Products Company ("Sierra"),
   (collectively, the "Company"), are engaged in the
   manufacture and sale of lawn care and garden products.
   The Company's business is highly seasonal with
   approximately 70% of sales occurring in the second and
   third fiscal quarters.

   The consolidated balance sheets as of April 2, 1994 and
   April 1, 1995, the related consolidated statements of
   income for the three and six month periods ended
   April 2, 1994 and April 1, 1995 and the related
   consolidated statements of cash flows for the six month
   periods ended April 2, 1994 and April 1, 1995 are
   unaudited; however, in the opinion of management, such
   financial statements contain all adjustments necessary
   for the fair presentation of the Company's financial
   position and results of operations.  Interim results
   reflect all normal recurring adjustments and are not
   necessarily indicative of results for a full year.  The
   interim financial statements and notes are presented as
   specified by Regulation S-X of the Securities Exchange
   Act of 1934, and should be read in conjunction with the
   financial statements and accompanying notes in the
   Company's fiscal 1994 Annual Report on Form 10-K.

2. Reclassifications

   Certain reclassifications have been made to the prior
   periods' financial statements to conform to April 1,
   1995 presentation.

3. Inventories
   (in thousands)

   Inventories consisted of the following:

                              April 2      April 1     September 30
                               1994         1995          1994
                                                       
                                                  
   Raw material               $53,302      $56,326       $51,656
   Finished products           75,530       87,248        54,980
     Total Inventories       $128,832     $143,574      $106,636


                           Page 6

             THE SCOTTS COMPANY AND SUBSIDIARIES
         Notes to Consolidated Financial Statements


4. Long-Term Debt
   (in thousands)
                                    9/30/94        4/1/95
                                             
       Revolving Credit Line        $53,416       $264,321
       Senior Subordinated                   
       Notes                         99,221         99,267
       ($100 million face
       amount)
       Term Loan                     93,598           -
       Capital Lease                  1,066            894
         Obligations
                                    247,301        364,482
       Less current portions         27,171         39,852
                                             
                                   $220,130       $324,630


   On March 17, 1995, the Company entered into the Fourth
   Amended and Restated Credit Agreement ("Agreement") with
   Chemical Bank ("Chemical") and various participating
   banks.  The Agreement provides, on an unsecured basis,
   up to $375 million to the Company, comprised of an
   uncommitted competitive advance facility and a committed
   revolving credit facility through the scheduled
   termination date of March 31, 2000.  The Agreement
   contains a requirement limiting the maximum amount
   borrowed to $225 million for a minimum of 30 consecutive
   days each fiscal year.  Expenses expected to be incurred
   related to the Agreement are approximately $500,000 and
   will be deferred.

   Interest pursuant to the commercial paper/competitive
   advance facility is determined by auction.  Interest
   pursuant to the revolving credit facility is at a
   floating rate initially equal, at the Company's option,
   to the Alternate Base Rate as defined in the Agreement
   without additional margin or the Eurodollar Rate as
   defined in the Agreement plus a margin of .3125% per
   annum, which margin may be decreased to .25% or
   increased up to .625% based on the higher of the
   unsecured debt ratings of the Company.  Applicable
   interest rates for the facilities ranged from 6.33% to
   9.00% at April 1, 1995.  The Agreement provides for the
   payment of an annual administration fee of $100,000 and
   a facility fee of .1875% per annum, which fee may be
   reduced to .15% or increased up to .375% based on the
   higher of the unsecured debt ratings of the Company.

   The Agreement contains certain financial and operating
   covenants, including maintenance of interest coverage
   ratios, maintenance of consolidated net worth, and
   restrictions on additional indebtedness and capital
   expenditures.  The Company was in compliance with all
   required covenants at April 1, 1995.

   Maturities of term debt for the next five years are as
follows: (in thousands)

       Fiscal Year            
       1995                   $  39,592
       1996                         404
       1997                         149
       1998                          68
       1999                          -
       2000 and thereafter      325,000


                           Page 7


             THE SCOTTS COMPANY AND SUBSIDIARIES
         Notes to Consolidated Financial Statements


5. Foreign Exchange Instruments

   The Company enters into forward foreign exchange and
   currency options contracts to hedge its exposure to
   fluctuations in foreign currency exchange rates.  These
   contracts generally involve the exchange of one currency
   for a second currency at some future date.
   Counterparties to these contracts are major financial
   institutions.  Gains and losses on these contracts
   generally offset gains and losses on the assets,
   liabilities and transactions being hedged.

   Realized and unrealized foreign exchange gains and
   losses are recognized and offset foreign exchange gains
   or losses on the underlying exposures.  Unrealized gains
   and losses that are designated and effective as hedges
   on such transactions are deferred and recognized in
   income in the same period as the hedged transactions.
   The net unrealized gain deferred totaled $646,715 at
   April 1, 1995.

   At April 1, 1995, the Company's European operations had
   foreign exchange risk in various European currencies
   tied to the Dutch guilder.  These currencies are: the
   Australian Dollar, Belgian Franc, German Mark, Spanish
   Peseta, French Franc, British Pound and the U. S.
   Dollar.  The Company's U. S. operations have foreign
   exchange rate risk in the Canadian Dollar, the Dutch
   Guilder and the British Pound which are tied to the
   U. S. Dollar.  As of April 1, 1995, the Company had
   outstanding forward foreign exchange contracts with a
   contract value of approximately $26.7 million and
   outstanding purchased currency options with a contract
   value of approximately $3.3 million.  These contracts
   have maturity dates ranging from April 6, 1995 to July
   13, 1995.

6. Acquisitions

   Effective December 16, 1993 the Company completed the
   acquisition of Grace-Sierra Horticultural Products
   Company now known as Scotts-Sierra Horticultural
   Products Company (all further references will be made as
   "Sierra").  Sierra is a leading international
   manufacturer and marketer of specialty fertilizers and
   related products for the nursery, greenhouse, golf
   course and consumer markets.  Sierra manufactures
   controlled-release fertilizers in the United States and
   the Netherlands, as well as water-soluble fertilizers
   and specialty organics in the United States.
   Approximately one-quarter of Sierra's net sales are
   derived from European and other international markets;
   approximately one-quarter of Sierra's assets are
   internationally based.

   On January 26, 1995, the Company, the shareholders (the
   "Miracle-Gro Shareholders") of Stern's Miracle-Gro
   Products, Inc. and affiliated companies (the "Miracle-
   Gro Companies"), and the Miracle Gro Companies entered
   into an Agreement and Plan of Merger (the "Miracle-Gro
   Agreement").  On April 6, 1995, the Company's
   shareholders approved certain matters necessary to
   permit the consummation of the transactions contemplated
   by the Miracle-Gro Agreement.  Such transactions still
   require the approval of the Federal Trade Commission
   (the "FTC") which is currently having discussions with
   the Company.  The Company expects a decision by the FTC
   during May 1995.  The Miracle-Gro Agreement, as amended,
   provides that, upon consummation of the transactions
   contemplated thereby, the Company will issue $195
   million face amount of convertible preferred stock and
   warrants to purchase three million common shares.  The
   convertible preferred stock will be convertible into
   common shares at $19 per share (subject to adjustment),
   will pay annual dividends at a rate of 5.0%, will not be
   subject to redemption by the Company for five years and
   will be subject to certain restrictions on transfer.
   The warrants will be exercisable over eight and one half
   years at prices ranging from $21 to $29 per share.  The
   transactions contemplated by the Miracle-Gro Agreement,
   as amended, will be accounted for as a purchase, of
   which the fair value was estimated to be approximately
   $200 million as of January 26, 1995.

                           Page 8


             THE SCOTTS COMPANY AND SUBSIDIARIES
         Notes to Consolidated Financial Statements


   The following pro forma results of operations give
   effect to the above Sierra acquisition as if it had
   occurred on October 1, 1992 and Miracle-Gro merger as if
   it had occurred on October 1, 1993.

                                   Six Months Ended
                             (in thousands, except per
                             share amounts)
                                 April 2       April 1    
                                  1994           1995   

   Net sales                  $  349,979     $  393,618    
                                                         
   Net income                 $   19,179     $   18,394   
                                                         
   Net income per common                                 
   share -                    $      .66     $      .63
       primary and fully-
       diluted

   Miracle-Gro contributes net sales of $59,507 and
   $53,403, net income of $6,717 and $7,830 and net income
   per common share of $.01 and $.06 for the six months ended
   April 1, 1995 and April 2, 1994, respectively.  For purposes
   of computing earnings per share, the convertible preferred
   stock is considered a common stock equivalent.  Pro forma
   primary and fully-diluted earnings per share for the six
   months ended April 1, 1995 and April 2, 1994 are calculated
   using the weighted average common shares outstanding for
   Scotts of 18,762 and 18,855, respectively and the common shares
   that would have been issued assuming conversion of preferred
   stock at the beginning of the year to 10,263 common shares.
   The computation of pro forma primary earnings per share assuming
   reduction of earnings for preferred dividends and no conversion
   of preferred stock was anti-dilutive.

   The pro forma information provided does not purport to
   be indicative of actual results of operations that would
   have occurred had the Sierra acquisition and Miracle-Gro
   merger occurred on October 1, 1992 and October 1, 1993,
   respectively, and is not intended to be indicative of
   future results or trends.

7. Contingencies

   The Company is involved in various lawsuits and claims
   which arise in the normal course of business.  In the
   opinion of management, these claims individually and in
   the aggregate are not expected to result in a material
   adverse effect on the Company's financial position or
   result of operations, however, there can be no assurance
   that future quarterly or annual operating results will
   not be materially affected by final resolution of these
   matters.  The following details the more significant of
   these matters.

   The Company has been involved in studying a landfill to
   which it is believed some of the Company's solid waste
   had been hauled in the 1970s.  In September 1991, the
   Company was named by the Ohio Environmental Protection
   Agency ("Ohio EPA") as a Potentially Responsible Party
   ("PRP") with respect to this landfill.  Pursuant to a
   consent order with the Ohio EPA, the Company together
   with four other PRPs identified to date, is
   investigating the extent of contamination at the
   landfill and developing a remediation program.

   In July 1990, the Company was directed by the Army Corps
   of Engineers (the "Corps") to cease peat harvesting
   operations at its New Jersey facility.  The Corps has
   alleged that the peat harvesting operations were in
   violation of the Clean Water Act ("CWA").  The United
                              
                           Page 9

             THE SCOTTS COMPANY AND SUBSIDIARIES
         Notes to Consolidated Financial Statements


   States Department of Justice has commenced a legal
   action to seek a permanent injunction against peat
   harvesting at this facility and to recover civil
   penalties under the CWA.  This action had been suspended
   while the parties engaged in discussion to resolve the
   dispute.   Those discussions have not resulted in a
   settlement and accordingly the action has been
   reinstated.  The Company intends to defend the action
   vigorously but if the Corps' position is upheld the
   Company could be prohibited from further harvesting of
   peat at this location and penalties could be assessed
   against the Company.  In the opinion of management, the
   outcome of this action will not have a material adverse
   effect on the Company's financial position or results of
   operations.  Furthermore, management believes the
   Company has sufficient raw material supplies available
   such that service to customers will not be adversely
   affected by continued closure of this peat harvesting
   operation.

  Sierra has been named as a Potentially Responsible Party
  ("PRP") in an environmental contamination action in
  connection with a landfill near Allentown, Pennsylvania.
  By agreement with W. R. Grace-Conn., Sierra's liability
  is limited to a maximum of $200,000 with respect to this
  site.  Based on estimates of the clean-up costs and that
  the Company denies any liability in connection with this
  matter, management believes that the ultimate outcome
  will not have a material impact on the financial position
  or results of operations of the Company.

  Sierra is subject to potential fines in connection with
  certain EPA labeling violations under the Federal
  Insecticide, Fungicide and Rodenticide Act ("FIFRA").
  The fines for such violations are based upon formulas as
  stated in FIFRA.  As determined by these formulas,
  Sierra's maximum exposure for the violations is
  approximately $810,000.  The formulas allow for certain
  reductions of the fines based upon achievable levels of
  compliance.  Based upon management's anticipated levels
  of compliance, they estimate Sierra's liability to be
  $200,000, which has been accrued in the financial
  statements.



                           Page 10


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three Months Ended April 1, 1995, versus Three Months Ended
April 2, 1994

Net sales increased 13.8% to $236,092,000.  Consumer
Business Group sales of $181,975,000 increased by
approximately 15.1% resulting from sales volume increases
primarily in lawn fertilizers.  Increased demand for seed,
organics and spreaders also contributed to the sales
increase, but to a lesser extent.  Commercial Business Group
(previously referred to as the Professional Business Group)
sales of $34,610,000 increased by approximately 0.4%
reflecting a continuing trend by golf course customers to
order closer to spring usage.  The peak Commercial selling
season is August to November.  International sales increased
by approximately 30.9% to $19,507,000.  Volume has been the
primary factor of the International sales increase
(approximately 19.4%) reflecting the continued positive
impact from the introduction of U.S. produced Scotts
products in the Sierra International distribution network.
In addition, sales were aided by favorable exchange rates
due to the weak dollar (approximately 11.5%).

Cost of sales for the three months ended April 1, 1995
comprised 52.5% of net sales, nearly flat with cost of sales
for the three months ended April 2, 1994, which represented
52.6%.

Operating expenses increased by approximately 11.1%
including increased marketing spending for national
advertising and promotion programs reflecting a continuing
commitment to supporting the brand and stimulating sales and
increased distribution expense related to increased sales
volume and higher freight rates.  These increases were
partially offset by lower general and administrative
expenses due to synergies achieved from the integration of
Sierra.

Interest expense increased approximately 65%.  The increase
is primarily the result of increased interest rates and a
modest increase in borrowing levels to support a higher
level of inventories and receivables resulting from
increases in sales.

Net income of $14,814,000 increased by $1,801,000 or
approximately 13.8%, as a result of  increased operating
income offset in part by increased interest expense.

Six Months Ended April 1, 1995 versus Six Months Ended April
2, 1994

Net sales increased to $334,111,000, up approximately 21.2%.
Net sales included net sales for Sierra, which was acquired
by Scotts on December 16, 1993.  On a pro forma basis,
assuming the acquisition had taken place on October 1, 1993,
net sales for the six months ended April 1, 1995 would have
increased by $37,535,000 or approximately 12.7%.  Consumer
Business Group sales increased by approximately 17.5%,
resulting primarily from increased sales volume, a portion
of which relates to new pre-season promotion programs with
major retailers.  Increased demand in lawn fertilizers and
to a lesser extent demand for seed, organics and spreaders
also contributed to the increase.  Commercial Business Group
sales increased by 16.7% due to the inclusion of net sales
for Sierra.  International sales increased by approximately
70.5% due to gains in these markets combined with continued
positive impact resulting from the introduction of U.S.
produced Scotts products into the Sierra International
distribution network (approximately 13.6%), the inclusion of
net sales for Sierra (41.9%) and favorable exchange rates
due to the weakening dollar (approximately 15%).



                           Page 11


Cost of sales represented 53.1% of net sales, flat with cost
of sales for the six months ended April 2, 1994.

Operating expenses increased approximately 20.7% which was
proportional to the sales increase.  On a pro forma basis,
including Sierra from October 1, 1993, operating expenses
increased by approximately 10.1% reflecting higher marketing
expense and distribution expense related to higher sales
partially offset by lower general and administrative
expenses due to synergies of the Sierra integration.

Interest expense increased approximately 82.7%.  The
increase was caused by higher interest rates on the floating-
rate bank debt and the 9 7/8% Senior Subordinated notes
compared with the floating rate bank debt the notes
replaced, borrowings to fund the Sierra acquisition, which
were outstanding for the full six months ended April 1,
1995, as compared to 3.5 months for the previous period and
an increase in borrowing levels to support increases in
accounts receivable and inventories resulting from increased
sales.

Net income of $11,677,000 increased by $221,000.  The
increase was primarily attributable to increased operating
income offset by the higher interest expense discussed
above.

Financial Position as of April 1, 1995

Capital expenditures for the year ending September 30, 1995
are expected to be approximately $23,000,000, which will be
financed with cash provided by operations and utilization of
existing credit facilities.

The seasonal volume of the Company's business is reflected
in working capital requirements.  Working capital
requirements are greatest from November through May, the
peak production period, and are at their highest in March.
Working capital needs are relatively low in the summer
months.

Current assets increased by $175,289,000 compared with
September 30, 1994, and by $74,563,000 compared with April
2, 1994.  The increase compared with September 30, 1994 is
primarily attributable to the seasonal nature of Scotts'
business, with inventory and accounts receivable levels
generally being higher at the end of March relative to
September.  The increase as compared with April 2, 1994 is
primarily due to higher level of receivables which is
consistent with the year-to-year sales increase and higher
inventory levels needed to support increased sales.

Current liabilities increased by $56,344,000 compared with
September 30, 1994 and decreased by $63,094,000 compared
with April 2, 1994.  The increase compared with September
30, 1994 is primarily caused by the seasonality of Scotts'
business.  The decrease compared with April 2, 1994 is
caused by a decrease in short term debt which resulted from
the requirements of the Fourth Amended and Restated Credit
Agreement ("the Agreement") dated as of March 17, 1995
entered into by the Company with Chemical Bank and various
participating banks which requires the Company to reduce
revolving credit borrowings to no more than $225,000,000 for
30 consecutive days each year as compared to $30,000,000 in
the Company's prior amended credit Agreement resulting in a
reclassification from short-term to long-term.  The decrease
was partially offset by an increase in accounts payable
needed to support the increase in sales.

Long-term debt increased by $104,500,000 compared with
September 30, 1994 and increased $118,713,000 compared with
April 2, 1994.  The increase compared with September 30,
1994 is caused by the seasonality of the business.  The
increase compared with April 2, 1994 is caused by the
reclassification from short-term to long-term of the
borrowings under the Agreement discussed above and a
moderate increase in borrowings to support increases in
accounts receivable and inventories resulting from increased
sales.


                           Page 12





Shareholders' equity increased $15,180,000 compared with
September 30, 1994 primarily due to $11,677,000 of net
income for the six months ended April 1, 1995 and to the
change in the cumulative foreign currency adjustment related
to the translation of the assets and liabilities of foreign
subsidiaries to U.S. dollars.  Shareholders' equity
increased $28,204,000 compared with April 2, 1994 primarily
due to net income of $23,104,000 for the twelve months ended
April 1, 1995 and the change in the cumulative foreign
currency adjustment related to the translation of the assets
and liabilities of foreign subsidiaries to U.S. dollars.

The primary sources of liquidity for the Company are funds
generated by operations and borrowings under the Company's
Credit Agreement.  The Credit Agreement was amended in March
1995.  As amended, the Credit Agreement provides, on an
unsecured basis, up to $375 million through March 31, 2000,
and does not contain a term loan facility.  Additional
information on the Credit Agreement is described in Footnote
No. 4 on page 7 of this report.

The Company has foreign exchange rate risk related to
international earnings and cash flows.  A management program
was designed to minimize the exposure to adverse currency
impacts on the cash value of the Company's non-local
currency receivables and payables, as well as the associated
earnings impact.  Beginning in January 1995, the Company
entered into forward foreign exchange contracts and
purchased currency options tied to the economic value of
receivables and payables and expected cash flows denominated
in non-local foreign currencies.  Management anticipates
that these financial instruments will act as an effective
hedge against the potential adverse impact of exchange rate
fluctuations on the Company's results of operations,
financial condition and liquidity.  It is recognized,
however, that the program will minimize but not completely
eliminate the Company's exposure to adverse currency
movements.

As of April 1, 1995, the Company's European operations had
foreign exchange risk in various European currencies tied to
the Dutch guilder. These currencies are: the Australian
Dollar, Belgian Franc, German Mark, Spanish Peseta, French
Franc, British Pound and the U. S. Dollar.  The Company's
U.S. operations have foreign exchange rate risk in the
Canadian Dollar, Dutch Guilder and the British Pound which
are tied to the U.S. Dollar.  As of April 1, 1995,
outstanding foreign exchange forward contracts had a
contract value of approximately $26.7 million and
outstanding purchased currency options had a contract value
of approximately $3.3 million.  These contracts have
maturity dates ranging from April 6, 1995 to July 13, 1995.

The pending transactions involving the Company and Stern's
Miracle-Gro Products, Inc. and its affiliated companies are
described in Footnote No. 6 to the Company's Consolidated
Financial Statements on pages 8 and 9 of this Report.  Any
additional working capital needs resulting from those
transactions are expected to be financed through funds
available under the amended credit Agreement described
above.

In the opinion of the Company's management, cash flows from
operations and capital resources will be sufficient to meet
future debt service and working capital needs.

Accounting Issues

In March 1995 the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long Lived Assets
and for Long Lived Assets to be Disposed of" which
establishes accounting standards for the impairment of long
lived assets, certain identifiable intangibles and goodwill
related to those assets to be held and used for long lived
assets and certain identifiable intangibles to be disposed
of.  The Company's current policies are in accordance with
SFAS No. 121.


                           Page 13


                 PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

     Please see the information provided in Footnote 7 on
     page 9 of this Report, which information is
     incorporated herein by reference.

Item 2-3.

     Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

     The Annual Meeting of Shareholders of the Company was
     held in Dublin, Ohio on April 6, 1995.  The meeting was
     held for the purpose of electing a board of directors
     and ratifying several proposals.
     
     The results of the vote of the shareholders for each of
     the proposals is as follows:
     
     A. The proposal to elect three directors for terms of
        one year, to elect three directors for terms of two
        years and to elect three directors for terms of
        three years:
     
         Nominee      Votes For    Withheld     Not Voted
                                              
     For terms of one year:                             
                                              
     Theodore Host    14,230,441   171,990      4,264,633
     Karen Gordon     14,230,791   171,640      4,264,633
       Mills
     Tadd C. Seitz    14,232,781   169,650      4,264,633
                                              
     For terms of                             
     two years:
                                              
     James B Beard    14,232,781   169,650      4,264,633
     John M.          14,232,781   169,650      4,264,633
       Sullivan
     L. Jack Van      14,232,781   169,650      4,264,633
       Fossen
                                              
     For terms of                             
     three years:
                                              
     John S.          14,230,413   172,018      4,264,633
       Chamberlin
     Joseph P.        14,230,413   172,018      4,264,633
       Flannery
     Donald A.        14,232,781   169,650      4,264,633
       Sherman
                                              
     Each of the foregoing persons was elected as a director
     of the Company.

     B. The proposal to approve the acquisition of one-
        third or more but less than a majority of the
        voting power of the Company by the shareholders of
        Stern's Miracle-Gro Products, Inc., Stern's
        Nurseries, Inc., Miracle-Gro Lawn Products Inc.,
        and Miracle-Gro Products Limited.
     
                                                  Broker
          For         Against       Abstain      Non Votes
                                               
      12,386,583      113,192       70,473       6,096,816
     
        This proposal was approved.

                              
                           Page 14


     C. The proposal to amend Article FOURTH of the Amended
        Articles of Incorporation of the Company to
        increase the authorized number of common shares
        from 35,000,000 shares to 50,000,000 shares and to
        authorize a class of 195,000 voting preferred
        shares designated Class A Convertible Preferred
        Stock.
     
                                                  Broker
          For         Against       Abstain      Non Votes
                                               
      14,868,490      390,083       174,454      3,234,037
     
        This proposal was approved.

     D. The proposal to amend the Amended Articles of
        Incorporation of the Company to add a new Article
        NINTH - a procedure for further amending the
        Amended Articles of Incorporation.
     
                                                  Broker
          For         Against       Abstain      Non Votes
                                               
      12,499,636     1,800,798      174,599      4,192,031

        This proposal was approved.

     E. The proposal to amend Subparagraph (A) and (B) of
        Section 2.02 of the Code of Regulations of the
        Company  to change the number and classification of
        Directors and term of office.

                                                  Broker
          For         Against       Abstain      Non Votes
                                               
      11,208,636     1,159,857      201,755      6,096,816

        This proposal was approved.

     F. The proposal to amend Subparagraph (C) of Section
        2.02 of the Code of Regulations of the Company in
        order to eliminate the authority of the directors
        to increase the number of directors beyond twelve
        directors.

                                                  Broker
          For         Against       Abstain      Non Votes
                                               
      14,659,401      460,251       95,765       3,451,647

        This proposal was approved.

     G. The proposal to amend Section 6.01 of the Code of
        Regulations of the Company to increase to two-
        thirds the vote to amend Sections 1.02, 2.02 and
        6.01 of the Code of Regulations.

                                                  Broker
          For         Against       Abstain      Non Votes
                                               
       8,482,140     2,536,629      207,633      7,440,662

        This proposal was defeated.


                           Page 15


Item 5.  Other Information.

     On January 26, 1995, the Company, the Miracle-Gro
     Shareholders and the Miracle Gro Companies entered into
     the Miracle-Gro Agreement.  On April 6, 1995, the
     Company's shareholders approved certain matters
     necessary to permit the consummation of the
     transactions contemplated by the Miracle-Gro Agreement.
     Such transactions still require the approval of the FTC
     which is currently having discussions with the Company.
     A decision by the FTC should be made during May 1995.
     The Miracle-Gro Agreement, as amended, provides that,
     upon consummation of the transactions contemplated
     thereby, the Company will issue $195 million face
     amount of convertible preferred stock and warrants to
     purchase three million common shares.  The convertible
     preferred stock will be convertible into common shares
     at $19 per share (subject to adjustment), will pay
     annual dividends at a rate of 5.0%, will not be subject
     to redemption by the Company for five years and will be
     subject to certain restrictions on transfer.  The
     warrants will be exercisable over eight and one half
     years at prices ranging from $21 to $29 per share.  The
     transactions contemplated by the Miracle-Gro Agreement,
     as amended, will be accounted for as a purchase, of
     which the fair value was estimated to be approximately
     $200 million as of January 26, 1995.



Item 6.  Exhibits and Reports on Form 8-K.

     (a)    See Exhibit Index at page 18 for a list of the
exhibits included herewith.

     (b)    No reports on Form 8-K were filed during the
fiscal quarter ended
             April 1, 1995.



                           Page 16


                     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  May 11, 1995                     /s/  Paul D. Yeager
                                       Paul D. Yeager
                                       Executive Vice President
                                       Chief Financial Officer
                                       Principal Accounting Officer


                   Page 17


                     THE SCOTTS COMPANY
                              
              QUARTERLY REPORT ON FORM 10-Q FOR
             FISCAL QUARTER ENDED APRIL 1, 1995
                              
                              
                        EXHIBIT INDEX

 Exhibit                                           Page
 Number            Description                    Number
                                             
  2(a)    Agreement and Plan of Merger       Incorporated
          dated as of January 26, 1995       herein by
          among Stern's Miracle-Gro          reference to
          Products, Inc., Stern's            the
          Nurseries, Inc., Miracle-Gro       Registration
          Lawn Products Inc., and            Statement on
          Miracle-Gro Products Limited       Form S-4 of The
          (the "Miracle-Gro                  Scotts Company
          Constituent Companies"),           filed with the
          Horace Hagedorn, James             Securities and
          Hagedorn, Katherine Hagedorn       Exchange
          Littlefield, Paul Hagedorn,        Commission on
          Peter Hagedorn, Robert             February 4,
          Hagedorn, Susan Hagedorn and       1995
          John Kenlon, (the "Miracle-        (Registration
          Gro Shareholders"), The            No.
          Scotts Company and ZYX             33-57595)
          Corporation                        (Exhibit 2)
                                             
  2(b)    Amendment No. 1, dated as of       Pages 19
          May 1, 1995, among the             through 31
          Miracle-Gro Constituent
          Companies, the Miracle-Gro
          Shareholders, The Scotts
          Company, ZYX Corporation,
          Hagedorn Partnership, L.P.
          and Community Funds, Inc.
                                             
  4(a)    Amended Articles of                Incorporated
          Incorporation of The Scotts        herein by
          Company as filed with the          reference to
          Ohio Secretary of State on         the Annual
          September 20, 1994                 Report on Form
                                             10-K for the
                                             fiscal year
                                             ended
                                             September 30,
                                             1994 of The
                                             Scotts Company
                                             (File No. 0-
                                             19768)
                                             (Exhibit 3(a))
                                                     
  4(b)    Certificate of Amendment by        Pages 32
          Shareholders to the Articles       through 41
          of Incorporation of The
          Scotts Company as filed with
          the Ohio Secretary of State
          on May 4, 1995
                                             
  4(c)    Regulations of The Scotts          Pages 42
          Company (reflecting                through 58
          amendments adopted by the
          shareholders of The Scotts
          Company on April 6, 1995)
                                             
  4(d)    Fourth Amended and Restated        Pages 59
          Credit Agreement dated as of       through 161
          March 17, 1995 among The
          Scotts Company, Chemical
          Bank, the lenders party
          thereto and Chemical Bank,
          as agent
                                             
   11     Computation of Net Income          Page 162
          Per Common Share
                                                     
   27     Financial Data Schedule            Page 163


                           Page 18



Amendment No. 1, dated as of May 1, 1995, among Stern's Miracle-Gro
Products, Inc., Stern's Nurseries, Inc., Miracle-Gro Lawn Products,
Inc., Miracle-Gro Products Limited, James Hagedorn, Katherine Hagedorn
Littlefield, Paul Hagedorn, Peter Hagedorn, Robert Hagedorn, Susan
Hagedorn, Horace Hagedorn, John Kenlon, The Scotts Company, ZYX
Corporation, Hagedorn Partnership, L.P. and Community Funds, Inc.


                    AMENDMENT No. 1

      Amendment  No.  1, dated as of May  1,  1995  (this
"Amendment"   or  this  "Amendatory  Agreement"),   among
Stern's  Miracle-Gro Products Inc., a New Jersey  corpora
tion,  Stern's  Nurseries, Inc., a New York  corporation,
Miracle-Gro  Lawn Products Inc., a New York  corporation,
Miracle-Gro  Products  Limited, a  New  York  corporation
(collectively, the "Miracle-Gro Constituent  Companies"),
James  Hagedorn,  Katherine  Hagedorn  Littlefield,  Paul
Hagedorn,  Peter  Hagedorn,  Robert  Hagedorn  and  Susan
Hagedorn  (such individuals being herein referred  to  as
the  "General  Partners"), Horace Hagedorn, John  Kenlon,
The  Scotts Company, an Ohio corporation ("Scotts"),  ZYX
Corporation,  an  Ohio corporation and a direct,  wholly-
owned subsidiary of Scotts ("ZYX"), Hagedorn Partnership,
L.P., a Delaware limited partnership (the "Partnership"),
and  Community  Funds,  Inc., a New  York  not-for-profit
corporation (the "Charity"), to the Agreement and Plan of
Merger  dated  as of January 26, 1995 (the "Merger  Agree
ment"   and  as  amended  hereby,  the  "Amended   Merger
Agreement").

      WHEREAS, the Miracle-Gro Constituent Companies, the
General  Partners, Horace Hagedorn, John  Kenlon,  Scotts
and  ZYX are parties to the Merger Agreement (capitalized
terms  not  otherwise  defined  herein  shall  have   the
meanings assigned to them in the Merger Agreement); and

      WHEREAS, simultaneously herewith, the General  Part
ners  are  forming Hagedorn Partnership, L.P. (the  "Part
nership") and contributing to the Partnership all of  the
shares  of stock of the Miracle-Gro Constituent Companies
held by such persons; and

     WHEREAS, simultaneously herewith, Horace Hagedorn is
contributing to the Charity all of the shares of  capital
stock of the Company and Miracle-Gro Delaware; and

      WHEREAS, the parties wish to amend the Merger Agree
ment to, among other things, reflect these events.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.        The parties hereto agree that the Partnership
hereby assumes and shall be obligated to perform each and
every obligation and covenant to be observed or performed
by  the Shareholders pursuant to the Merger Agreement  as
if  the Partnership had been an original signatory of the
Merger  Agreement and had been defined therein as one  of
the  "Shareholders".  The parties further agree that  the
Partnership shall be entitled to each and every right and
benefit  owing generally to the Shareholders pursuant  to
the  Merger  Agreement and shall further be  entitled  to
receive the Merger Consideration, in accordance with  the
terms and conditions of the Merger Agreement and Schedule
1.04  thereto,  which the Merger Agreement  and  Schedule
1.04  provides will be owing in respect of all shares  of
the  Company and Miracle-Gro Delaware owned by any of the
General Partners.  Notwithstanding anything is this Amend
ment  to the contrary, each of the General Partners shall
continue to be obligated to perform each and every obliga
tion  and  covenant to be observed or  performed  by  the
Shareholders under the Amended Merger Agreement and shall
continue   to  be  deemed  to  have  made,  jointly   and
severally, each and every representation and warranty  in
Article III of the Amended Merger Agreement.

     2.         The parties hereto agree that the Charity
hereby assumes and shall be obligated to perform each and
every obligation and covenant to be observed or performed
by  the Shareholders pursuant to the Merger Agreement  as
if  the  Charity  had been an original signatory  of  the
Merger  Agreement and had been defined therein as one  of
the  "Shareholders"; provided that the Charity shall  not
have  any obligation pursuant to Section 3.12 or  Article
XI  (except  to  the extent that Article  XI  applies  to
covenants  to be performed by the Charity) of the  Merger
Agreement, which shall continue to be the obligations  of
the   other  Shareholders  as  provided  in  the   Merger
Agreement.   The parties further agree that  the  Charity
shall  be  entitled to each and every right  and  benefit
owing  generally  to  the Shareholders  pursuant  to  the
Merger Agreement and shall further be entitled to receive
the  Merger Consideration, in accordance with  the  terms
and  conditions of the Merger Agreement and Schedule 1.04
thereto,  which  the Merger Agreement and  Schedule  1.04
provides  will be owing in respect of all shares  of  the
Company   and  Miracle-Gro  Delaware  owned   by   Horace
Hagedorn.  Notwithstanding anything in this Agreement  to
the  contrary,  Horace  Hagedorn  shall  continue  to  be
obligated  to  perform  each  and  every  obligation  and
covenant  to  be  observed  or  performed  by  him  as  a
Shareholder under the Amended Merger Agreement and  shall
continue to be deemed to have made, jointly and severally
with    the   other   Shareholders,   each   and    every
representation and warranty in Article III of the Amended
Merger Agreement.


     3.        Notwithstanding anything in this Amendment to
the  contrary, only the General Partners, Horace Hagedorn
and  John  Kenlon  shall be entitled to the  benefits  of
Section 8.07 of the Merger Agreement.

     4.        The Shareholders repeat and reaffirm that each
of  the  Miracle-Gro  Constituent Companies,  other  than
Nurseries, is and at all times since January 1, 1985  and
prior  to the consummation of the transfers of shares  of
capital  stock of the Company, Miracle-Gro  Delaware  and
Miracle-Gro UK to the Partnership and the Charity, respec
tively,  as contemplated by the Amended Merger Agreement,
has  been, an S corporation within the meaning of Section
1361(a)(1)  of the Code (or the corresponding  provisions
of  preceding law) and is not subject to the tax  imposed
on  certain built-in gains under Section 1374 of the Code
or  the tax imposed under Section 1375 of the Code.  Each
of  the  parties  hereto acknowledges  and  agrees  that,
effective  upon  the  consummation of  the  transfers  of
shares  of  capital  stock  of the  Company,  Miracle-Gro
Delaware  and Miracle-Gro UK to the Partnership  and  the
Charity,  respectively,  as  contemplated  hereby,   such
company's status as an S corporation shall terminate  and
that for purposes of determining the satisfaction of  the
condition set forth in Section 9.02(i) and the  scope  of
the  obligations of the Shareholders pursuant to  Article
XI, the immediately preceding sentence shall be substitut
ed  for the ante-penultimate sentence of Section 3.12  of
the Merger Agreement.

     5.        Article I of the Merger Agreement is hereby
amended to provide that, in lieu of Miracle-Gro UK's merg
ing with and into the Company, Miracle-Gro UK shall be ac
quired  by, and shall become a direct wholly owned subsid
iary  of,  the Company as follows:  Immediately following
the Effective Time, the Partnership and John Kenlon shall
deliver to the Company certificates representing  all  of
the shares of outstanding capital stock of Miracle-Gro UK
(accompanied by stock powers properly executed  in  blank
or  other appropriate instruments of transfer), and shall
receive, in consideration therefor, solely shares of  Con
vertible   Preferred  Stock  as  set  forth  in  Schedule
1.04(c),  and such Merger Consideration shall be  legally
and  beneficially  owned  by  the  Partnership  and  John
Kenlon, respectively.

     6.        Article I of the Merger Agreement is hereby
amended   to   provide  that,  in  lieu  of   Miracle-Gro
Delaware's merging with and into the Company, Miracle-Gro
Delaware shall be acquired by, and shall become a  direct
wholly owned subsidiary of, the Company as follows:  Imme
diately  following the Effective Time,  the  Partnership,
the  Charity and John Kenlon shall deliver to the Company
certificates representing all of the shares  of  outstand
ing capital stock of Miracle-Gro Delaware (accompanied by
stock  powers properly executed in blank or  other  appro
priate  instruments of transfer), and shall  receive,  in
consideration therefor, solely shares of Convertible  Pre
ferred  Stock as set forth in Schedule 1.04(b), and  such
Merger  Consideration shall be legally  and  beneficially
owned  by  the Partnership, the Charity and John  Kenlon,
respectively.

     7.        Each of the Miracle-Gro Constituent Companies,
the  General  Partners, the Partnership, Horace  Hagedorn
and  John  Kenlon, jointly and severally,  represent  and
warrant  to Scotts and Merger Subsidiary that immediately
following  the Effective Time they and the Charity  shall
deliver  to  the  Company all of the outstanding  capital
stock of, or other ownership interest in, Miracle-Gro  UK
and  Miracle-Gro Delaware free and clear of any Lien  and
free  of any other limitation or restriction on the right
to  vote, sell or otherwise dispose of such capital stock
or  other ownership interest, and at such time there will
be  no  options  or  other rights  to  acquire  from  the
Company, or of Miracle-Gro UK or Miracle-Gro Delaware  to
issue,  any  capital  stock, voting securities  or  other
ownership  interests  in, or any  securities  convertible
into or exchangeable for any capital stock, voting securi
ties or ownership interest in, Miracle-Gro UK or Miracle-
Gro Delaware, respectively.

     8.        This Amendment is intended to effect the amend
ments  to the Merger Agreement provided herein and  shall
be  deemed to do so in accordance with Section  12.02  of
the  Merger  Agreement.  Except as  otherwise  set  forth
herein,    the    Merger   Agreement    (including    the
representations made by the Shareholders in  Article  III
thereof  and  including the provisions of Section  11.01)
shall remain in full force and effect.

      IN  WITNESS WHEREOF, the parties hereto have caused
this  Amendatory Agreement to be duly executed as of  the
day and year first above written.



                    STERN'S MIRACLE-GRO PRODUCTS, INC.


                    By
                    Title:  Chairman and Chief
                             Executive Officer

                    STERN'S NURSERIES, INC.


                    By
                    Title:  Chief Executive Officer

                    MIRACLE-GRO LAWN PRODUCTS INC.


                    By
                    Title:  President

                    MIRACLE-GRO PRODUCTS LIMITED


                    By
                    Title:  Executive Vice President




                         HORACE HAGEDORN



                         JAMES HAGEDORN



                         KATHERINE HAGEDORN LITTLEFIELD



                         PAUL HAGEDORN



                         PETER HAGEDORN



                         ROBERT HAGEDORN



                         SUSAN HAGEDORN



                         JOHN KENLON



                    THE SCOTTS COMPANY


                    By
                    Title:  Chief Executive Officer



                    ZYX CORPORATION, an Ohio corporation


                    By
                    Title:  President


                    COMMUNITY FUNDS, INC.


                    By
                    HAGEDORN PARTNERSHIP, L.P.


                    By
                    A General Partner


Certificate of Amendment by Shareholders to the Articles of Incorporation
of The Scotts Company as filed with the Ohio Secretary of State on
May 4, 1995.


                         CERTIFICATE OF AMENDMENT
            by Shareholders to the Articles of Incorporation of


                          THE SCOTTS COMPANY
                         (Name of Corporation)


Theodore J. Host, who is:

Chairman of the Board         _X_President         Vice President (check one)

and
Craig D. Walley, who is:

_X_Secretary           Assistant  Secretary (check one)
of the above named Ohio corporation for profit do hereby certify that:
(check the appropriate box and complete the appropriate statements)

     a meeting of the shareholders was duly called for the purpose of
     adopting this amendment and held on April 6, 1995 at which meeting a
     quorum  of the shareholders was present in person or by proxy, and by
     the affirmative vote of the holders of shares entitling them to
     exercise more than 66-2/3% of the voting power of the corporation.

     in a writing signed by all of the shareholders who would be entitled
     to notice of a meeting held for that purpose, the following resolution
     to amend the articles was adopted:

     RESOLVED,  that  Article  FOURTH  of  the  Corporation's  Amended
     Articles of Incorporation be amended and restated to read in  its
     entirety as set forth in Exhibit A hereto; and
     
     FURTHER  RESOLVED,  that the Corporation's  Amended  Articles  of
     Incorporation be amended to include a new Article  NINTH  in  the
     form set forth in Exhibit B hereto.
     
      IN  WITNESS WHEREOF, the above named officers, acting for and on  the
behalf  of  the  corporation,  have  hereto  subscribed  their  names  this
20th day of April, 1995.


                                   By  /s/Theodore J. Host
                                          (President)

                                   By  /s/Craig D. Walley
                                          (Secretary)

NOTE:  Ohio law does not permit one officer to sign in two capacities.
Two separate signatures are required, even if this necessitates the
election of a second officer before the filing can be made.


                              Exhibit A
                                                                 

     FOURTH:   The authorized number of shares of the corporation
shall  be  Fifty  Million, One Hundred and  Ninety-Five  Thousand
(50,195,000),  consisting  of Fifty Million  (50,000,000)  common
shares,  each without par value, and One Hundred and  Ninety-Five
Thousand (195,000) shares of Class A Convertible Preferred Stock,
without par value (the "Class A Preferred").

      The  following is a statement of the express terms, powers,
preferences, rights, qualifications, limitations and restrictions
of the Class A Preferred:

      1.   Authorized Number.  The number of shares  constituting
the  Class A Preferred shall be One Hundred Ninety-Five  Thousand
(195,000) shares.

      2.   Dividends.  (a) The holders of the Class  A  Preferred
shall  be  entitled to receive, ratably with the holders  of  any
other class of the corporation's capital stock with Parity Rights
(as  defined  below)  as to dividends based on  their  respective
dividend  rates,  annual cumulative dividends  in  cash  on  each
outstanding share of Class A Preferred at the rate of $50.00  per
share  per  annum.  Such cumulative dividends shall  be  paid  in
equal  amounts  (other than with respect to the initial  dividend
period) quarterly on June 30, September 30, December 31 and March
31  of each year (unless such day is not a business day, in which
event  on the next business day) as declared by the directors  to
the extent legally permitted, to holders of record as they appear
on  the  register  for  the Class A Preferred  on  the  June  15,
September 15, December 15 and March 15 immediately preceding  the
relevant Dividend Payment Date (as hereinafter defined),  out  of
any  funds  at the time legally available therefor; shall  accrue
until  so paid from the date of issuance of the applicable shares
of  Class A Preferred; and shall be deemed to accrue from day  to
day,  whether or not declared.  A quarterly dividend period shall
begin  on  the day following each June 30, September 30, December
31 and March 31 (each a "Dividend Payment Date," whether or not a
dividend  is  paid on such date) and end on the  next  succeeding
Dividend Payment Date.  Notwithstanding the foregoing, the  first
quarterly  dividend period shall commence on the date  of  issue,
and  such dividend shall be paid on June 30, 1995 for the  actual
number of days in such period.  If dividends shall not have  been
paid, or declared and set apart for payment, upon all outstanding
shares  of  Class A Preferred at the aforesaid times  and  rates,
such deficiency shall be cumulative in full.  Any accumulation of
dividends shall not bear interest.

     (b) No dividends or other distribution (other than dividends
payable  in common shares), and no redemption, purchase or  other
acquisition  for  value  (other than  redemptions,  purchases  or
acquisitions  payable in common shares or repurchases  of  common
shares  from employees of the corporation pursuant to obligations
existing  as  of the date hereof or upon foreclosure pursuant  to
loans  existing  as  of  the  date hereof  to  employees  of  the
corporation secured by common shares), shall be made with respect
to  the  common  shares  or any other  class  or  series  of  the
corporation's  capital  stock  ranking  junior  to  the  Class  A
Preferred  with  respect to dividends or liquidation  preferences
until  cumulative dividends on the Class A Preferred in the  full
amounts  as set forth above for all dividend periods ending,  and
all  amounts payable upon redemption of Class A Preferred, on  or
prior  to the date on which the proposed dividend or distribution
is   paid,   or  the  proposed  redemption,  purchase  or   other
acquisition is effected, have been declared and paid or set apart
for payment.

      (c)(i)   If on any Dividend Payment Date all or any portion
of  any dividend payable on such date is not so paid and at  such
time  all  or  any portion of the dividend payable  on  the  next
preceding  Dividend  Payment Date remains in arrears,  then  from
such  second Dividend Payment Date, until all accrued and  unpaid
dividends for all previous quarterly dividend periods and for the
current  quarterly  dividend period on  all  shares  of  Class  A
Preferred  then  outstanding shall have been  declared  and  paid
(herein  a  "Default Period"), the holders of Class A  Preferred,
voting  separately as a class, shall have the right  to  increase
the  number  of  directors by three and to elect three  directors
designated by the Shareholder Representative (as defined  in  the
Merger Agreement) to fill the vacancies so created.

      (ii)  After  the  holders of Class A Preferred  shall  have
exercised their right to elect directors pursuant to subparagraph
(i)  hereof,  and during the continuance of such Default  Period,
the  number of directors may not be increased or decreased except
by vote of the holders of Class A Preferred, voting separately as
a separate class.

      (iii)  Immediately upon the expiration of a Default Period,
(x)  the  right of the holders of Class A Preferred  Stock  as  a
class  to  elect  directors pursuant to this Section  2(c)  shall
cease,  (y)  the term of any directors elected by the holders  of
Class  A Preferred as a class pursuant to this Section 2(c) shall
terminate,  and (z) the number of directors shall be such  number
as  was  in effect immediately prior to the increase pursuant  to
this Section 2(c).

       3.    Liquidation  Preference.   In  the  event   of   any
liquidation,  dissolution,  or winding  up  of  the  corporation,
either   voluntary   or   involuntary,   distributions   to   the
shareholders  of the corporation shall be made in  the  following
manner:

      (a)  The holders of the Class A Preferred shall be entitled
to receive, ratably with the holders of any other class or series
of the corporation's capital stock with Parity Rights (as defined
below)  as  to liquidation preferences based on their  respective
preference  amounts (which, in the case of the Class A Preferred,
shall  include any amounts owing in respect of accrued and unpaid
dividends), prior and in preference to any distribution of any of
the  assets  or  funds of the corporation to the holders  of  the
common shares (or any other securities of the corporation ranking
junior  to  the Class A Preferred as to liquidation preferences),
the  preference  amount (in cash) of $1,000 per  share  for  each
share of Class A Preferred then held by them plus an amount equal
to  all accrued but unpaid dividends (whether or not declared) on
the Class A Preferred to the date of liquidation, dissolution  or
winding  up.  If the assets and funds thus distributed among  the
holders of the Class A Preferred and of any other class or series
of  the  corporation's capital stock with  Parity  Rights  as  to
liquidation preferences are insufficient to permit the payment to
such  holders  of  the full preferential amount described  above,
then  the  entire  assets  and funds of the  corporation  legally
available for distribution shall be distributed among the holders
of  the Class A Preferred and of any other class or series of the
corporation's capital stock with Parity Rights as to  liquidation
preferences  in  the  proportion that the aggregate  preferential
amount  of shares of Class A Preferred and of any other class  or
series  of the corporation's capital stock with Parity Rights  as
to  liquidation preferences held by each such holder bears to the
aggregate  preferential amount of all shares of Class A Preferred
and  of  any  other class or series of the corporation's  capital
stock  with  Parity Rights as to liquidation preferences.   After
payment has been made to the holders of the Class A Preferred and
of  any other class or series of the corporation's capital  stock
with  Parity  Rights as to liquidation preferences  of  the  full
amounts  to which they are entitled, no further amounts shall  be
paid  with  respect to the Class A Preferred, and  the  remaining
assets  of the corporation shall be distributed among the holders
of  the common shares (and other junior securities with regard to
liquidation preferences) in accordance with the Amended  Articles
of Incorporation and applicable law.

       (b)   For  purposes  of  this  Section  3,  a  merger   or
consolidation  of  the  corporation  with  or  into   any   other
corporation or corporations in which the corporation is  not  the
surviving   corporation,  or  a  voluntary   sale   of   all   or
substantially all of the assets of the corporation, shall not  be
treated  as  a  liquidation, dissolution or  winding  up  of  the
corporation  (unless  in connection therewith,  the  liquidation,
dissolution  or  winding  up of the corporation  is  specifically
approved),  but shall be treated as provided in Section  6(e)  of
this Article FOURTH.

       4.   Provisions  Generally  Applicable  to  Dividends  and
Liquidation.

     (a) The term "Parity Rights," as used in this Article FOURTH
of  the  Amended Articles of Incorporation, shall  mean  dividend
rights and liquidation preferences of any class or series of  the
corporation's  capital  stock  which  has  preferences  upon  any
liquidation,  dissolution, or winding up of  the  corporation  or
rights with respect to the declaration, payment and setting aside
of dividends on a parity with those of the Class A Preferred.

      (b) Except as otherwise permitted by the Agreement and Plan
of  Merger dated as of January 26, 1995 among Stern's Miracle-Gro
Products,   Inc.,  Stern's  Nurseries,  Inc.,  Miracle-Gro   Lawn
Products  Inc.,  Miracle-Gro Products Limited,  the  Shareholders
listed  therein, the corporation and ZYX Corporation (the "Merger
Agreement"),  the  corporation will  not,  by  amendment  of  its
Amended  Articles of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue  or
sale  of securities or any other voluntary action, avoid or  seek
to  avoid the observance or performance of any of the terms to be
observed or performed hereunder by the corporation, but  will  at
all  times  in good faith assist in the carrying out of  all  the
provisions of Sections 2 and 3 of this Article FOURTH and in  the
taking  of all such action as may be necessary or appropriate  in
order  to  protect  the dividend and liquidation  rights  of  the
holders  of  the Class A Preferred against impairment;  provided,
however,  that  nothing herein will prevent the corporation  from
creating  any  new class or series of capital stock  with  higher
dividend rates or liquidation payments so long as the priority of
such rights is not senior to the rights of the Class A Preferred.

     5.  Voting Rights.  Except as otherwise required by law, the
holder  of  each share of Class A Preferred shall be entitled  to
the  number  of votes equal to the number of common  shares  into
which  such share of Class A Preferred could be converted at  the
record  date  for determination of the shareholders  entitled  to
vote on such matters, such votes to be counted together with  all
other  shares of capital stock of the corporation having  general
voting power and not separately as a class or series.  Holders of
Class A Preferred shall be entitled to receive the same notice of
any  shareholders'  meeting as is provided to holders  of  common
shares.   Fractional votes by the holders of  Class  A  Preferred
shall  not,  however,  be permitted, and  any  fractional  voting
rights  shall (after aggregating all shares into which shares  of
Class  A  Preferred held by each holder could  be  converted)  be
rounded  to the nearest whole number.  The corporation  will,  or
will  cause its transfer agent or registrar to, transmit  to  the
registered  holders  of  the Class A Preferred  all  reports  and
communications from the corporation that are generally mailed  to
holders of its common shares.

      6.   Conversion.  The holders of the Class A Preferred have
conversion rights as follows (the "Conversion Rights"):

     (a) Right to Convert.  Each share of Class A Preferred shall
be  convertible, at the option of the holder thereof, at any time
after  the date of issuance of such share and prior to the  close
of business of the corporation on the business day next preceding
any  date  set  for the redemption thereof (provided  that  funds
sufficient to redeem all shares to be redeemed on such date  have
been  paid or made available for payment as described in  Section
7(b)(iii)  of  this  Article  FOURTH),  at  the  office  of   the
corporation or any transfer agent for the Class A Preferred, into
such  number of fully paid and nonassessable common shares as  is
determined by dividing $1,000 by the Conversion Price, determined
as  hereinafter  provided, in effect at the time  of  conversion.
The  price  at  which  common shares shall  be  deliverable  upon
conversion  (the "Conversion Price") shall initially be  $19  per
common share.  Such initial Conversion Price shall be subject  to
adjustment as hereinafter provided.

      (b)  Accrued  Dividends and Fractional  Shares.   Dividends
shall  cease to accrue on shares of Class A Preferred surrendered
for  conversion into common shares; provided, however,  that  any
dividends  (whether or not declared) upon such shares which  were
accrued as of but not paid on or before the Dividend Payment Date
immediately preceding the conversion date shall be paid  in  cash
upon such conversion or as soon thereafter as permitted by law.

      No fractional common shares shall be issued upon conversion
of  Class A Preferred.  In lieu of any fractional shares to which
the  holder  would otherwise be entitled, the corporation  shall,
after aggregation of all fractional share interests held by  each
holder,  pay  cash  equal to such remaining  fractional  interest
multiplied by the Market Price (as defined in Section 11 of  this
Article FOURTH) at the time of conversion.

      (c) Mechanics of Conversion.  Before any holder of Class  A
Preferred shall be entitled to convert the same into full  common
shares  of  the corporation and to receive certificates therefor,
such  holder shall surrender the certificate or certificates  for
the  Class  A  Preferred to be converted, duly endorsed,  at  the
office of the corporation or of any transfer agent for the  Class
A  Preferred, and shall give written notice to the corporation at
such  office  that such holder elects to convert the  same.   The
corporation  shall, as soon as practicable after  such  delivery,
issue  and  deliver  at such office to such  holder  of  Class  A
Preferred  (or  to  any  other person  specified  in  the  notice
delivered by such holder), a certificate or certificates for  the
number of common shares to which such holder shall be entitled as
aforesaid and a check payable to the holder for any cash  amounts
payable  as  the  result of a conversion into  fractional  common
shares.   Such  conversion  shall be deemed  to  have  been  made
immediately  prior to the close of business on the date  of  such
surrender of the shares of Class A Preferred to be converted, and
the  person  or  persons entitled to receive  the  common  shares
issuable  upon such conversion shall be treated for all  purposes
as  the  record holder or holders of such common shares  on  such
date.   In  case any certificate for shares of Class A  Preferred
shall  be surrendered for conversion of only a part of the shares
represented thereby, the corporation shall deliver at such office
to or upon the written order of the holder thereof, a certificate
or  certificates  for the number of shares of Class  A  Preferred
represented by such surrendered certificate which are  not  being
converted.  Notwithstanding the foregoing, the corporation  shall
not  be  obligated  to issue certificates evidencing  the  common
shares  issuable  upon  such conversion unless  the  certificates
evidencing  Class  A  Preferred  are  either  delivered  to   the
corporation  or  its transfer agent, or the holder  notifies  the
corporation  or  its transfer agent that such  certificates  have
been   lost,  stolen  or  destroyed  and  executes  an  agreement
satisfactory to the corporation to indemnify the corporation from
any  loss  incurred  by it in connection with such  certificates.
The  issuance  of  certificates for common shares  issuable  upon
conversion  of shares of Class A Preferred shall be made  without
charge to the converting holder for any tax imposed in respect of
the issuance thereof; provided that the corporation shall not  be
required to pay any tax which may be payable with respect to  any
transfer involved in the issue and delivery of any certificate in
a  name  other than that of the holder of the shares of  Class  A
Preferred being converted.

     (d) Effects of Certain Events.

      (i)  Common  Share Dividends, Subdivisions or Combinations.
In case the corporation shall (A) pay or make a dividend or other
distribution  to  all  holders of its  common  shares  in  common
shares, (B) subdivide, split or reclassify the outstanding number
of  common  shares into a larger number of common shares  or  (C)
combine or reclassify the outstanding number of its common shares
into  a smaller number of common shares, the Conversion Price  in
effect  immediately prior thereto shall be adjusted so  that  the
holder  of  each  outstanding share of Class  A  Preferred  shall
thereafter  be  entitled to receive upon the conversion  of  such
share  the  number of common shares which such holder would  have
owned  and  been entitled to receive had such shares of  Class  A
Preferred  been converted immediately prior to the  happening  of
any  of  the  events described above or, in the case of  a  stock
dividend  or  other distribution, prior to the  record  date  for
determination  of shareholders entitled thereto.   An  adjustment
made   pursuant  to  this  clause  (i)  shall  become   effective
immediately  after such record date in the case of a dividend  or
distribution and immediately after the effective date in the case
of a subdivision, split, combination or reclassification.

     (ii) Distributions of Assets or Securities Other Than Common
Shares.  In case the corporation shall, by dividend or otherwise,
distribute to all holders of its common shares, shares of any  of
its  capital stock (other than common shares), rights or warrants
to  purchase any of its securities (other than those referred  to
in  (iii) below), cash (other than any regular quarterly or semi-
annual dividend which the directors of the corporation declares),
other assets or evidences of its indebtedness, then in each  such
case  the  Conversion Price shall be adjusted by multiplying  the
Conversion Price in effect immediately prior to the date of  such
dividend  or  distribution by a fraction, of which the  numerator
shall  be the Average Market Price (as defined in Section  11  of
this  Article  FOURTH) per common share at the  record  date  for
determining   shareholders   entitled   to   such   dividend   or
distribution  less the fair market value (as determined  in  good
faith  by the directors) of the portion of the securities,  cash,
assets or evidences of indebtedness so distributed applicable  to
one  common  share, and of which the denominator  shall  be  such
Average  Market  Price  per  common share.   An  adjustment  made
pursuant  to  this clause (ii) shall become effective immediately
after such record date.

      (iii) Below Market Distributions or Issuances.  In case the
corporation  shall  issue common shares (or rights,  warrants  or
other  securities convertible into or exchangeable or exercisable
for common shares) to all holders of common shares at a price per
share  (or  having an effective exercise, exchange or  conversion
price  per  share) less than the Average Market Price per  common
share  at  the  record date for the determination of shareholders
entitled  to  receive such common shares (or rights, warrants  or
other  securities convertible into or exchangeable or exercisable
for  common shares), then in each such case the Conversion  Price
shall  be adjusted by multiplying the Conversion Price in  effect
immediately  prior to the date of issuance of such common  shares
(or  rights,  warrants or other securities) by  a  fraction,  the
numerator  of which shall be the sum of (A) the number of  common
shares  outstanding on the date of such issuance (without  giving
effect  to any such issuance) and (B) the number of common shares
which  the  aggregate consideration receivable by the corporation
for  the total number of common shares so issued (or into or  for
which  such rights, warrants or other securities are convertible,
exchangeable  or  exercisable) would  purchase  at  such  Average
Market  Price, and the denominator of which shall be the  sum  of
(A)  the number of common shares outstanding on the date of  such
issuance (without giving effect to any such issuance) and (B) the
number  of  additional common shares so issued (or  into  or  for
which  such rights, warrants or other securities are convertible,
exchangeable  or  exercisable).  An adjustment made  pursuant  to
this  clause (iii) shall become effective immediately  after  the
record date for determination of shareholders entitled to receive
or  purchase  such  common shares (or rights, warrants  or  other
securities  convertible into or exchangeable or  exercisable  for
common  shares).  For purposes of this clause (iii), the issuance
of  any options, rights or warrants or any common shares (whether
treasury  shares or newly issued shares) pursuant to any employee
(including consultants and directors) benefit or stock option  or
purchase  plan or program of the corporation shall not be  deemed
to  constitute an issuance of common shares or options, rights or
warrants  to  which  this clause (iii) applies.   Notwithstanding
anything  herein  to the contrary, no further adjustment  to  the
Conversion Price shall be made (i) upon the issuance or  sale  of
common shares upon the exercise of any rights or warrants or (ii)
upon  the  issuance or sale of common shares upon  conversion  or
exchange of any convertible securities, if any adjustment in  the
Conversion  Price  was  made or required  to  be  made  upon  the
issuance or sale of such rights, warrants or securities.

      (iv) Repurchases.  In case at any time or from time to time
the  corporation or any subsidiary thereof shall  repurchase,  by
self  tender  offer  or  otherwise,  any  common  shares  of  the
corporation at a weighted average purchase price in excess of the
Average Market Price on the business day immediately prior to the
earliest of the date of such repurchase, the commencement  of  an
offer  to  repurchase or the public announcement of either  (such
date  being  referred  to  as  the  "Determination  Date"),   the
Conversion Price in effect as of such Determination Date shall be
adjusted by multiplying such Conversion Price by a fraction,  the
numerator of which shall be (A) the product of (x) the number  of
common shares outstanding on such Determination Date and (y)  the
Average  Market Price of the common shares on such  Determination
Date  minus  (B) the aggregate purchase price of such  repurchase
and  the  denominator of which shall be the product  of  (x)  the
number  of  common shares outstanding on such Determination  Date
minus  the number of common shares repurchased by the corporation
or  any subsidiary thereof in such repurchase and (y) the Average
Market  Price  of  the common shares on such Determination  Date.
For  purposes of this clause (iv), the repurchase or  repurchases
by  the corporation or any subsidiary thereof within any 12 month
period  of not more than 15% of the common shares outstanding  as
of  the  first date of such period, at a price not in  excess  of
120% of the Average Market Price as of the Determination Date  of
any  such  repurchase,  shall  not  be  deemed  to  constitute  a
repurchase to which this clause (iv) applies.  An adjustment made
pursuant  to  this clause (iv) shall become effective immediately
after the effective date of such repurchase.

      (e)  Certain Reorganizations.  In the event of any  change,
reclassification,   conversion,  exchange  or   cancellation   of
outstanding  common  shares of the corporation  (other  than  any
reclassification referred to in Section 6(d)(i) in  this  Article
FOURTH),   whether   pursuant   to   a   merger,   consolidation,
reorganization or otherwise, or the sale or other disposition  of
all  or  substantially all of the assets and  properties  of  the
corporation,  the shares of Class A Preferred shall,  after  such
merger, consolidation, reorganization or other transaction,  sale
or  other disposition, be convertible into the kind and number of
shares  of  stock  or  other  securities  or  property,  of   the
corporation  or otherwise, to which such holder would  have  been
entitled  if  immediately prior to such  event  such  holder  had
converted  its shares of Class A Preferred into common shares  at
the  Conversion  Price in effect as of the consummation  of  such
event.  The provisions of this Section 8(e) shall similarly apply
to  successive changes, reclassifications, conversions,  exchange
or cancellations.

      (f)  No  Impairment.   Except as permitted  by  the  Merger
Agreement, the corporation will not, by amendment of its  Amended
Articles of Incorporation or through any reorganization, transfer
of  assets, consolidation, merger, dissolution, issue or sale  of
securities or any other voluntary action, avoid or seek to  avoid
the  observance or performance of any of the terms to be observed
or  performed hereunder by the corporation, but will at all times
in good faith assist in the carrying out of all the provisions of
this  Section 6 and in the taking of all such action  as  may  be
necessary  or  appropriate  in order to  protect  the  conversion
rights   of  the  holders  of  the  Class  A  Preferred   against
impairment.

      (g)  Calculation  of  Adjustments.  No  adjustment  in  the
Conversion  Price shall be required unless such adjustment  would
require  an  increase or decrease of at least 1% in  such  price;
provided, however, that any adjustments which by reason  of  this
subsection  (g)  are  not required to be made  shall  be  carried
forward and taken into account in any subsequent adjustment.  All
calculations  under  this  Section  6  shall  be  made   by   the
corporation  and  shall be made to the nearest  cent  or  to  the
nearest  one hundredth of a share, as the case may be.   Anything
in   this   Section  6  to  the  contrary  notwithstanding,   the
corporation  shall  be entitled to make such  reductions  in  the
Conversion  Price, in addition to those required by this  Section
6,  as  it in its sole discretion shall determine to be advisable
in  order  that  any  stock  dividends,  subdivision  of  shares,
distribution  of  rights to purchase stock or  securities,  or  a
distribution  of securities convertible into or exchangeable  for
stock hereafter made by the corporation to its shareholders shall
not be taxable.

      (h) Certificate as to Adjustments.  Upon the occurrence  of
each  adjustment or readjustment of the Conversion Price pursuant
to  this Section 6, the corporation at its expense shall promptly
compute  such adjustment or readjustment in accordance  with  the
terms  hereof and furnish to each holder of Class A  Preferred  a
certificate  setting  forth such adjustment or  readjustment  and
showing  in  detail  the  facts upon  which  such  adjustment  or
readjustment is based.  The corporation shall, upon  the  written
request  at any time of any holder of Class A Preferred,  furnish
or  cause  to  be  furnished to such holder  a  like  certificate
setting  forth (i) such adjustments and readjustments;  (ii)  the
Conversion Price at the time in effect; and (iii) the  number  of
common shares and the amount, if any, of other property which  at
the  time  would  be  received upon the  conversion  of  Class  A
Preferred.

     (i) Notices.

           (A) In the event that the corporation shall propose at
any time:

           (1)  to declare any dividend or distribution upon  its
common shares;

           (2)  to offer for subscription pro rata to the holders
     of  any  class or series of its capital stock any additional
     shares of stock of any class or series or other rights; or

           (3) to effect any transaction of the type described in
     Section 6(e) hereof involving a change in the common shares;

then,  in connection with each such event, the corporation  shall
send to the holders of the Class A Preferred:

                (i) at least 20 days' prior written notice of the
          date on which a record shall be taken for such dividend
          or  distribution (and specifying the date on which  the
          holders of common shares shall be entitled thereto)  or
          for  determining  rights  to vote  in  respect  of  the
          matters referred to in (1) and (2) above; and

               (ii) in the case of the matters referred to in (3)
          above,  at least 20 days' prior written notice  of  the
          date when the same shall take place (and specifying the
          date  on  which the holders of common shares  shall  be
          entitled to exchange their common shares for securities
          or  other  property deliverable upon the occurrence  of
          such event).

           (B)  In  the  event  of any voluntary  or  involuntary
     dissolution,  liquidation or winding up of the  corporation,
     the  corporation shall send to the holders of  the  Class  A
     Preferred at least 20 days' prior written notice.

            (C)   The  corporation  shall  send  written   notice
     immediately upon any public announcement with respect to  an
     open  market repurchase program, any self tender  offer  for
     common  shares  and  any  other  repurchase  other  than   a
     repurchase of stock of an employee or consultant pursuant to
     any benefit plan or agreement.

     7.  Redemption.

      (a) Redemption.  The Class A Preferred shall not be subject
to   redemption prior to the last day of the month in  which  the
fifth anniversary of the original date of issuance occurs.  On or
after  such date, the corporation may, at its option, redeem  all
or from time to time any part of the shares of Class A Preferred,
out   of  funds  legally  available  therefor,  upon  giving  the
Redemption  Notice as set forth in Section 7(b) of  this  Article
FOURTH.   The  redemption  payment for  each  share  of  Class  A
Preferred shall be an amount (the "Redemption Payment")  in  cash
equal  to  the  sum of (i) the amount of all accrued  and  unpaid
dividends (whether or not declared) thereon to and including  the
date  fixed for redemption, plus (ii) $1,000.  In the event of  a
redemption  of  only  a  part of the  then  outstanding  Class  A
Preferred,  the corporation shall effect such redemption  ratably
according to the number of shares held by each holder of Class  A
Preferred.

     (b) Mechanics of Redemption.

     (i) At least 30 days, but no more than 60 days, prior to the
date  fixed for any redemption pursuant to Section 7(a)  of  this
Article  FOURTH  (the "Redemption Date"), the  corporation  shall
send a written notice (the "Redemption Notice") to the holders of
shares  to  be  redeemed on such date (the  "Redemption  Shares")
stating:  (A) the total number of shares being redeemed; (B)  the
number  of  Redemption  Shares  held  by  such  holder;  (C)  the
Redemption Date and the Redemption Payment; (D) the date on which
such   holder's  conversion  rights  as  to  such  shares   shall
terminate;  and  (E) the manner in which and the place  at  which
such holder is to surrender to the corporation the certificate or
certificates representing the Redemption Shares.

      (ii)  Upon the surrender to the corporation, in the  manner
and  at  the  place designated, of a certificate or  certificates
representing Redemption Shares, the Redemption Payment  for  such
shares  shall  be payable to the order of the person  whose  name
appears on such certificate or certificates as the owner thereof.
All  such  surrendered  certificates  shall  be  canceled.   Upon
redemption  of only a portion of the shares of Class A  Preferred
represented  by  a  certificate surrendered for  redemption,  the
corporation shall issue and deliver to or upon the written  order
of  the  holder of the certificate so surrendered, at the expense
of  the corporation (except for expenses relating to the issuance
of  such shares to a person other than the record holder  of  the
Redemption Shares), a new certificate representing the unredeemed
shares  of  Class A Preferred represented by the  certificate  so
surrendered.

      (iii)  On  or prior to the Redemption Date, the corporation
shall  have the option to deposit the aggregate of all Redemption
Payments for all Redemption Shares (other than Redemption  Shares
surrendered for conversion prior to such date) in a bank or trust
company  (designated  in  the notice of  such  redemption)  doing
business  in  the State of Ohio or the City of New  York,  having
aggregate  capital  and surplus in excess of $500,000,000,  as  a
trust  fund  for  the  benefit  of  the  respective  holders   of
Redemption Shares, with irrevocable instructions and authority to
the  bank  or  trust  company to pay the  appropriate  Redemption
Payment  to  the  holders of Redemption Shares  upon  receipt  of
notification  from the Company that such holder  has  surrendered
the  certificate  representing such shares  to  the  corporation.
Such  instructions  shall  also  provide  that  any  such  moneys
remaining  unclaimed at the expiration of one year following  the
Redemption  Date shall thereafter be returned to the  corporation
upon  its  request as expressed in a resolution of its directors.
The  holder  of  any Redemption Shares in respect of  which  such
deposit  has  been returned to the corporation  pursuant  to  the
preceding  sentence  shall have a claim as an unsecured  creditor
against  the  corporation for the Redemption Payment  in  respect
thereof, without interest.

      (iv) Provided that the corporation has given the Redemption
Notice  described in Section 7(b)(i) of this Article  FOURTH  and
has  on  or  prior  to the Redemption Date either  paid  or  made
available  (as  described in Section 7(b)(iii)  of  this  Article
FOURTH)  Redemption Payments to the holders of Redemption Shares,
all Redemption Shares shall be deemed to have been redeemed as of
the  close  of  business  of the corporation  on  the  applicable
Redemption Date.  Thereafter, the holder of such shares shall  no
longer  be treated for any purposes as the record holder of  such
shares   of   Class  A  Preferred,  regardless  of  whether   the
certificates  representing such shares  are  surrendered  to  the
corporation  or its transfer agent, excepting only the  right  of
the holder to receive the appropriate Redemption Payment, without
interest, upon such surrender.  Such shares so redeemed shall not
be transferred on the books of the corporation or be deemed to be
outstanding for any purpose whatsoever.

      (v)  The  corporation  shall not be obligated  to  pay  the
Redemption Payment to any holder of Redemption Shares unless  the
certificates evidencing such shares are either delivered  to  the
corporation  or  its transfer agent, or the holder  notifies  the
corporation  or  its transfer agent that such  certificates  have
been   lost,  stolen  or  destroyed  and  executes  an  agreement
satisfactory to the corporation to indemnify the corporation from
any loss incurred by it in connection with such certificates.

      (c) Limitation on Redemption.  The corporation shall not be
obligated  to redeem any shares of Class A Preferred  which  have
previously  been  converted into common shares.  The  corporation
shall  not be obligated to redeem shares pursuant to this Section
7  if  such redemption would violate any provisions of applicable
law.  If, after giving the Redemption Notice, the corporation  is
unable,  pursuant  to  applicable law,  to  redeem  some  or  all
unconverted Redemption Shares on any particular Redemption  Date,
the  corporation shall promptly notify the holders thereof of the
facts that prevent the corporation from so redeeming such shares.
Thereafter,   the   corporation  shall  redeem  such   unredeemed
Redemption Shares at such time as it is lawfully able to do so.

      8.   Status  of  Converted Shares.  If shares  of  Class  A
Preferred  are  converted pursuant to Section 6 of  this  Article
FOURTH  or redeemed pursuant to Section 7 of this Article FOURTH,
the  shares so converted or redeemed shall resume the  status  of
authorized  but  unissued  shares of  Class  A  Preferred  unless
otherwise prohibited by applicable law.

      9.   Notices.   All notices, requests, demands,  and  other
communications hereunder shall be in writing and shall be  deemed
to  have  been  duly given if delivered by hand or when  sent  by
telegram or telecopier (with receipt confirmed), provided a  copy
is  also  sent  by  express  (overnight,  if  possible)  courier,
addressed  (i)  in the case of a holder of Class A Preferred,  to
such  holder's  address of record, and (ii) in the  case  of  the
corporation, to the corporation's principal executive offices  to
the attention of the corporation's secretary.

       10.   Amendments  and  Waivers.   Any  right,  preference,
privilege  or power of, or restriction provided for  the  benefit
of, the Class A Preferred set forth herein may be amended and the
observance  thereof  may  be waived (either  generally  or  in  a
particular  instance and either retroactively  or  prospectively)
with  the  written consent of the corporation and the affirmative
vote  or  written  consent of the holders  of  not  less  than  a
majority of the shares of Class A Preferred then outstanding, and
any  amendment  or waiver so effected shall be binding  upon  the
corporation and all holders of Class A Preferred.

      11.   Additional  Definitions.  As  used  herein  the  term
"Trading Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is a day on which the New York Stock Exchange,  Inc.
is open for trading.

     As used herein, the term "Market Price" of a common share or
of  any other security of the corporation on any date shall mean:
(i)  the  last reported sales price of the common shares or  such
other  security on the principal national securities exchange  on
which  such common shares or other security is listed or admitted
to trading or, if no such reported sale takes place on such date,
the  average  of  the  closing bid and asked prices  thereon,  as
reported  in  The  Wall Street Journal, or (ii)  if  such  common
shares  or  other  security shall not be listed  or  admitted  to
trading  on  a  national securities exchange, the  last  reported
sales price on the NASDAQ National Market or, if no such reported
sales  takes  place on any such date, the average of the  closing
bid  and  asked  prices thereon, as reported in The  Wall  Street
Journal,  or (iii) if such common shares or other security  shall
not  be quoted on such National Market nor listed or admitted  to
trading  on  a national securities exchange, then the average  of
the  closing bid and asked prices, as reported by The Wall Street
Journal for the over-the-counter market, or (iv) if there  is  no
public market for such common shares or other security, the  fair
market  value of a share of such common shares or a unit of  such
other  security as determined in good faith by the  Directors  of
the corporation.

      The  term "Average Market Price" shall mean the average  of
the 30 consecutive trading days immediately preceding the date in
question.
                                                        Exhibit B

      NINTH:    Notwithstanding any provision of the Ohio Revised
Code  requiring  for  any purpose the vote,  consent,  waiver  or
release  of  the  holders of shares of the corporation  entitling
them to exercise two-thirds or any other proportion of the voting
power of the corporation or of any class or classes thereof, such
action,  unless expressly otherwise provided by statute,  may  be
taken  by the vote, consent, waiver or release of the holders  of
the shares entitling them to exercise not less than a majority of
the  voting power of the corporation or of such class or classes;
provided,  however, that the affirmative vote of the  holders  of
shares entitling them to exercise not less than two-thirds of the
voting  power  of the corporation, or two-thirds  of  the  voting
power  of any class or classes of shares of the corporation which
entitle the holders thereof to vote in respect of any such matter
as a class, shall be required to adopt:

     (1)  A  proposed  amendment  to this Article  NINTH  to  the
          Amended Articles of Incorporation of the corporation;
     
     (2)  An  agreement of merger or consolidation providing  for
          the proposed merger or consolidation of the corporation
          with  or  into  one  or  more  other  corporations  and
          requiring shareholder approval;
     
     (3)  A  proposed  combination or majority share  acquisition
          involving the issuance of shares of the corporation and
          requiring shareholder approval;
     
     (4)  A  proposal  to sell, exchange, transfer  or  otherwise
          dispose of all, or substantially all, the assets,  with
          or without the goodwill, of the corporation; or
     
     (5)  A proposed dissolution of the corporation.


      
Regulations of The Scotts Company (reflecting amendments adopted
by the shareholders of The Scotts Company on April 6, 1995).

                       CODE OF REGULATIONS

                                OF

                       THE SCOTTS COMPANY

               (As amended through April 6, 1995)

                       CODE OF REGULATIONS

                               OF

                       THE SCOTTS COMPANY

               (As amended through April 6, 1995)

                             INDEX


 Section                                          Page No.

                           ARTICLE ONE
                    MEETINGS OF SHAREHOLDERS

  1.01.   ANNUAL MEETINGS                             1
  1.02.   CALLING OF MEETINGS                         1
  1.03.   PLACE OF MEETINGS                           1
  1.04.   NOTICE OF MEETINGS                          1
  1.05.   WAIVER OF NOTICE                            2
  1.06.   QUORUM                                      2
  1.07.   VOTES REQUIRED                              2
  1.08.   ORDER OF BUSINESS                           2
  1.09.   SHAREHOLDERS ENTITLED TO VOTE               2
  1.10.   PROXIES                                     3
  1.11.   INSPECTORS OF ELECTION                      3

                           ARTICLE TWO
                            DIRECTORS

  2.01.   AUTHORITY AND QUALIFICATIONS                3
  2.02.   NUMBER AND CLASSIFICATION OF DIRECTORS AND TERM OF
  OFFICE  3
  2.03.   ELECTION                                    4
  2.04.   REMOVAL                                     4
  2.05.   VACANCIES                                   4
  2.06.   MEETINGS                                    4
  2.07.   NOTICE OF MEETINGS                          5
  2.08.   WAIVER OF NOTICE                            5
  2.09.   QUORUM                                      5
  2.10.   EXECUTIVE AND OTHER COMMITTEES              5
  2.11.   COMPENSATION                                6
  2.12.   BY-LAWS                                     6
 SECTION                                          PAGE NO.

                          ARTICLE THREE
                            OFFICERS

  3.01.   OFFICERS                                    6
  3.02.   TENURE OF OFFICE                            6
  3.03.   DUTIES OF THE CHAIRMAN OF THE BOARD         6
  3.04.   DUTIES OF THE PRESIDENT                     7
  3.05.   DUTIES OF THE VICE PRESIDENTS               7
  3.06.   DUTIES OF THE SECRETARY                     7
  3.07.   DUTIES OF THE TREASURER                     8

                          ARTICLE FOUR
                             SHARES

  4.01.   CERTIFICATES                                9
  4.02.   TRANSFERS                                   9
  4.03.   TRANSFER AGENTS AND REGISTRARS             10
  4.04.   LOST, WRONGFULLY TAKEN OR DESTROYED CERTIFICATES     10

                          ARTICLE FIVE
                  INDEMNIFICATION AND INSURANCE

  5.01.   MANDATORY INDEMNIFICATION                  10
  5.02.   COURT-APPROVED INDEMNIFICATION             11
  5.03.   INDEMNIFICATION FOR EXPENSES               11
  5.04.   DETERMINATION REQUIRED                     11
  5.05.   ADVANCES FOR EXPENSES                      12
  5.06.   ARTICLE FIVE NOT EXCLUSIVE                 12
  5.07.   INSURANCE                                  13
  5.08.   CERTAIN DEFINITIONS                        13
  5.09.   VENUE                                      13

                           ARTICLE SIX
                          MISCELLANEOUS

  6.01.   AMENDMENTS                                              14
  6.02.   ACTION BY SHAREHOLDERS OR DIRECTORS WITHOUT A MEETING   14
  
                      CODE OF REGULATIONS

                               OF

                       THE SCOTTS COMPANY
                                
               (As amended through April 6, 1995)
                                

                          ARTICLE ONE

                    MEETINGS OF SHAREHOLDERS


           Section 1.01.  Annual Meetings.  The annual meeting of
the   shareholders  for  the  election  of  directors,  for   the
consideration of reports to be laid before such meeting  and  for
the  transaction  of  such other business as  may  properly  come
before such meeting, shall be held on the second Tuesday of March
in  each year or on such other date as may be fixed from time  to
time by the directors.

           Section 1.02.  Calling of Meetings.  Meetings  of  the
shareholders may be called only by the chairman of the board, the
president,  or,  in  case of the president's absence,  death,  or
disability, the vice president authorized to exercise the  author
ity of the president; the secretary; the directors by action at a
meeting, or a majority of the directors acting without a meeting;
or  the  holders of at least a majority of all shares outstanding
and entitled to vote thereat.

           Section  1.03.   Place of Meetings.  All  meetings  of
shareholders shall be held at the principal office of  the  corpo
ration,  unless  otherwise provided by action of  the  directors.
Meetings  of  shareholders may be held at  any  place  within  or
without the State of Ohio.

          Section 1.04.  Notice of Meetings.  (A)  Written notice
stating  the time, place and purposes of a meeting of  the  share
holders shall be given either by personal delivery or by mail not
less  than seven nor more than sixty days before the date of  the
meeting, (1) to each shareholder of record entitled to notice  of
the  meeting, (2) by or at the direction of the chairman  of  the
board,  the  president or the secretary.  If mailed, such  notice
shall  be  addressed  to the shareholder at  his  address  as  it
appears on the records of the corporation.  Notice of adjournment
of  a meeting need not be given if the time and place to which it
is  adjourned  are fixed and announced at such meeting.   In  the
event  of  a  transfer  of  shares  after  the  record  date  for
determining  the shareholders who are entitled to receive  notice
of  a  meeting of shareholders, it shall not be necessary to give
notice to the transferee.  Nothing herein contained shall prevent
the  setting of a record date in the manner provided by law,  the
Articles or the Regulations for the determination of shareholders
who  are  entitled to receive notice of or to vote at any meeting
of shareholders or for any purpose required or permitted by law.

            (B)   Following  receipt  by  the  president  or  the
secretary  of  a  request in writing, specifying the  purpose  or
purposes for which the persons properly making such request  have
called  a meeting of the shareholders, delivered either in person
or  by registered mail to such officer by any persons entitled to
call  a meeting of shareholders, such officer shall cause  to  be
given to the shareholders entitled thereto notice of a meeting to
be  held  on a date not less than seven nor more than sixty  days
after  the receipt of such request, as such officer may fix.   If
such notice is not given within fifteen days after the receipt of
such  request by the president or the secretary, then,  and  only
then,  the persons properly calling the meeting may fix the  time
of  meeting and give notice thereof in accordance with the  provi
sions of the Regulations.

           Section 1.05.  Waiver of Notice.  Notice of the  time,
place and purpose or purposes of any meeting of shareholders  may
be  waived in writing, either before or after the holding of such
meeting, by any shareholder, which writing shall be filed with or
entered upon the records of such meeting.  The attendance of  any
shareholder,  in person or by proxy, at any such meeting  without
protesting  the  lack  of  proper notice,  prior  to  or  at  the
commencement of the meeting, shall be deemed to be  a  waiver  by
such shareholder of notice of such meeting.

          Section 1.06.  Quorum.  At any meeting of shareholders,
the holders of a majority of the voting shares of the corporation
then  outstanding and entitled to vote thereat, present in person
or  by  proxy,  shall constitute a quorum for such meeting.   The
holders  of  a  majority of the voting shares  represented  at  a
meeting,  whether or not a quorum is present, or the chairman  of
the  board,  the  president, or the officer  of  the  corporation
acting as chairman of the meeting, may adjourn such meeting  from
time  to  time,  and  if a quorum is present  at  such  adjourned
meeting any business may be transacted as if the meeting had been
held as originally called.

           Section  1.07.  Votes Required.  At all  elections  of
directors, the candidates receiving the greatest number of  votes
shall be elected.  Any other matter submitted to the shareholders
for their vote shall be decided by the vote of such proportion of
the  shares, or of any class of shares, or of each class,  as  is
required by law, the Articles or the Regulations.

           Section  1.08.   Order  of  Business.   The  order  of
business  at  any meeting of shareholders shall be determined  by
the officer of the corporation acting as chairman of such meeting
unless  otherwise determined by a vote of the holders of a  major
ity  of  the  voting shares of the corporation then  outstanding,
present  in  person or by proxy, and entitled  to  vote  at  such
meeting.

           Section  1.09.  Shareholders Entitled to  Vote.   Each
shareholder  of  record on the books of the  corporation  on  the
record date for determining the shareholders who are entitled  to
vote  at  a  meeting of shareholders shall be  entitled  at  such
meeting to one vote for each share of the corporation standing in
his  name  on  the books of the corporation on such record  date.
The  directors may fix a record date for the determination of the
shareholders who are entitled to receive notice of and to vote at
a  meeting of shareholders, which record date shall not be a date
earlier than the date on which the record date is fixed and which
record date may be a maximum of sixty days preceding the date  of
the meeting of shareholders.

           Section  1.10.   Proxies.  At meetings  of  the  share
holders,  any shareholder of record entitled to vote thereat  may
be represented and may vote by a proxy or proxies appointed by an
instrument  in  writing  signed by  such  shareholder,  but  such
instrument  shall  be  filed with the secretary  of  the  meeting
before  the  person holding such proxy shall be allowed  to  vote
thereunder.   No  proxy shall be valid after  the  expiration  of
eleven  months  after  the  date of  its  execution,  unless  the
shareholder executing it shall have specified therein the  length
of time it is to continue in force.

           Section 1.11.  Inspectors of Election.  In advance  of
any meeting of shareholders, the directors may appoint inspectors
of election to act at such meeting or any adjournment thereof; if
inspectors  are not so appointed, the officer of the  corporation
acting as chairman of any such meeting may make such appointment.
In case any person appointed as inspector fails to appear or act,
the  vacancy  may  be  filled only by  appointment  made  by  the
directors in advance of such meeting or, if not so filled, at the
meeting  by the officer of the corporation acting as chairman  of
such  meeting.  No other person or persons may appoint or require
the appointment of inspectors of election.


                          ARTICLE TWO

                           DIRECTORS

           Section  2.01.  Authority and Qualifications.   Except
where the law, the Articles or the Regulations otherwise provide,
all authority of the corporation shall be vested in and exercised
by  its  directors.   Directors need not be shareholders  of  the
corporation.

           Section  2.02.  Number and Classification of Directors
and Term of Office.

           (A)   Until changed pursuant to Article FOURTH of  the
Amended  Articles  of  Incorporation, by  the  amendment  of  the
Regulations, by the adoption of new regulations or by  action  of
the  directors pursuant to subsection (C) hereof, the  number  of
directors  of the corporation shall be nine, divided  into  three
classes,  each  of  which shall consist of not  less  than  three
directors  nor  more than five directors as may be determined  by
the  directors or as may be required by the provisions of Section
2(c)  of Article FOURTH of the Amended Articles of Incorporation.
The  number of directors in each class shall be, to the  greatest
extent  possible,  uniform.   The  election  of  each  class   of
directors  shall  be  a separate election.  At  the  1995  annual
meeting of shareholders an election shall be held to elect  three
persons  to  serve as directors for three years and  until  their
successors are elected, an election shall be held to elect  three
persons  to  serve  as directors for two years  and  until  their
successors  are elected and an election shall be  held  to  elect
three  persons to serve as directors for one year and until their
successors are elected.

           (B)  At each annual meeting of shareholders after  the
1995  annual  meeting, directors shall be elected  to  serve  for
terms of three years, so that the term of office of one class  of
directors shall expire in each year.

           (C)   The directors may change the number of directors
and  may fill any vacancy that is created by an increase  in  the
number  of  directors; provided, however, that the directors  may
not reduce the number of directors to less than three or increase
the number of directors to more than twelve.

           Section  2.03.  Election.  At each annual  meeting  of
shareholders for the election of directors, the successors to the
directors whose term shall expire in that year shall be  elected,
but  if the annual meeting is not held or if one or more of  such
directors  are  not elected thereat, they may  be  elected  at  a
special  meeting  called  for  that  purpose.   The  election  of
directors  shall be by ballot whenever requested by the presiding
officer  of  the meeting or by the holders of a majority  of  the
voting  shares outstanding, entitled to vote at such meeting  and
present  in person or by proxy, but unless such request is  made,
the election shall be viva voce.

          Section 2.04.  Removal.  A director or directors may be
removed from office, with or without assigning any cause, only by
the  vote of the holders of shares entitling them to exercise not
less  than  a majority of the voting power of the corporation  to
elect directors in place of those to be removed.  In case of  any
such  removal, a new director may be elected at the same  meeting
for  the  unexpired  term of each director removed.   Failure  to
elect  a  director  to fill the unexpired term  of  any  director
removed shall be deemed to create a vacancy in the board.

           Section  2.05.   Vacancies.  The remaining  directors,
though  less  than a majority of the whole authorized  number  of
directors,  may, by the vote of a majority of their number,  fill
any  vacancy in the board for the unexpired term.  A  vacancy  in
the  board exists within the meaning of this Section 2.05 in case
the  shareholders increase the authorized number of directors but
fail  at the meeting at which such increase is authorized, or  an
adjournment  thereof, to elect the additional directors  provided
for,  or  in case the shareholders fail at any time to elect  the
whole authorized number of directors.

           Section  2.06.  Meetings.  A meeting of the  directors
shall  be  held  immediately following the  adjournment  of  each
annual  meeting of shareholders at which directors  are  elected,
and  notice  of  such meeting need not be given.   The  directors
shall  hold  such  other meetings as may from  time  to  time  be
called,  and such other meetings of directors may be called  only
by  the  chairman  of  the  board,  the  president,  or  any  two
directors.   All  meetings of directors  shall  be  held  at  the
principal  office  of the corporation in Marysville  or  at  such
other place within or without the State of Ohio, as the directors
may from time to time determine by a resolution.  Meetings of the
directors may be held through any communications equipment if all
persons participating can hear each other and participation in  a
meeting  pursuant to this provision shall constitute presence  at
such meeting.
           Section 2.07.  Notice of Meetings.  Notice of the time
and  place of each meeting of directors for which such notice  is
required  by  law, the Articles, the Regulations or  the  By-Laws
shall  be given to each of the directors by at least one  of  the
following methods:

           (A)  In a writing mailed not less than three days
     before  such meeting and addressed to the residence  or
     usual  place of business of a director, as such address
     appears on the records of the corporation; or

            (B)    By  telegraph,  cable,  radio,  wireless,
     facsimile or a similar writing sent or delivered to the
     residence  or usual place of business of a director  as
     the same appears on the records of the corporation, not
     later  than  the  day  before the date  on  which  such
     meeting is to be held; or

          (C)  Personally or by telephone not later than the
     day  before  the date on which such meeting  is  to  be
     held.

Notice given to a director by any one of the methods specified in
the  Regulations  shall be sufficient, and the method  of  giving
notice  to  all  directors need not be uniform.   Notice  of  any
meeting  of  directors may be given only by the chairman  of  the
board,  the  president or the secretary of the corporation.   Any
such  notice  need  not specify the purpose or  purposes  of  the
meeting.   Notice of adjournment of a meeting of  directors  need
not  be given if the time and place to which it is adjourned  are
fixed and announced at such meeting.

          Section 2.08.  Waiver of Notice.  Notice of any meeting
of directors may be waived in writing, either before or after the
holding of such meeting, by any director, which writing shall  be
filed  with  or  entered upon the records of  the  meeting.   The
attendance  of  any director at any meeting of directors  without
protesting,  prior to or at the commencement of the meeting,  the
lack  of proper notice, shall be deemed to be a waiver by him  of
notice of such meeting.

           Section  2.09.   Quorum.   A  majority  of  the  whole
authorized number of directors shall be necessary to constitute a
quorum for a meeting of directors, except that a majority of  the
directors  in  office  shall constitute a quorum  for  filling  a
vacancy  in  the board.  The act of a majority of  the  directors
present at a meeting at which a quorum is present is the  act  of
the  board, except as otherwise provided by law, the Articles  or
the Regulations.

           Section  2.10.   Executive and Other Committees.   The
directors  may  create  an  executive  committee  or  any   other
committee  of  directors,  to consist  of  not  less  than  three
directors,  and  may authorize the delegation to  such  executive
committee  or  other committees of any of the  authority  of  the
directors,   however  conferred,  other  than  that  of   filling
vacancies among the directors or in the executive committee or in
any other committee of the directors.

           Such  executive  committee or any other  committee  of
directors shall serve at the pleasure of the directors, shall act
only  in  the  intervals between meetings of the  directors,  and
shall  be  subject to the control and direction of the directors.
Such executive committee or other committee of directors may  act
by  a  majority of its members at a meeting or by  a  writing  or
writings signed by all of its members.

           Any  act  or authorization of any act by the executive
committee  or any other committee within the authority  delegated
to  it  shall  be as effective for all purposes  as  the  act  or
authorization  of the directors.  No notice of a meeting  of  the
executive committee or of any other committee of directors  shall
be  required.   A meeting of the executive committee  or  of  any
other  committee of directors may be called only by the president
or by a member of such executive or other committee of directors.
Meetings of the executive committee or of any other committee  of
directors may be held through any communications equipment if all
persons  participating can hear each other and  participation  in
such a meeting shall constitute presence thereat.

            Section  2.11.   Compensation.   Directors  shall  be
entitled  to  receive as compensation for services  rendered  and
expenses incurred as directors, such amounts as the directors may
determine.

           Section 2.12.  By-Laws.  The directors may adopt,  and
amend  from time to time, By-Laws for their own government, which
By-Laws  shall not be inconsistent with the law, the Articles  or
the Regulations.


                         ARTICLE THREE

                            OFFICERS

            Section  3.01.   Officers.   The  officers   of   the
corporation to be elected by the directors shall be a chairman of
the  board,  a  president,  a secretary,  a  treasurer,  and,  if
desired, one or more vice presidents and such other officers  and
assistant officers as the directors may from time to time  elect.
The  chairman of the board must be a director.  Officers need not
be  shareholders of the corporation, and may be paid such  compen
sation as the board of directors may determine.  Any two or  more
offices  may  be  held by the same person, but no  officer  shall
execute,  acknowledge, or verify any instrument in more than  one
capacity if such instrument is required by law, the Articles, the
Regulations  or  the  By-Laws  to be executed,  acknowledged,  or
verified by two or more officers.

           Section 3.02.  Tenure of Office.  The officers of  the
corporation  shall hold office at the pleasure of the  directors.
Any  officer  of the corporation may be removed, either  with  or
without cause, at any time, by the affirmative vote of a majority
of all the directors then in office; such removal, however, shall
be  without  prejudice to the contract rights,  if  any,  of  the
person so removed.

           Section  3.03.  Duties of the Chairman of  the  Board.
The  chairman of the board shall preside at all meetings  of  the
shareholders and directors at which he is present, shall  be  the
chief  executive  officer  of  the corporation,  and  shall  have
general control and supervision of the policies and operations of
the corporation and shall see that all orders and resolutions  of
the  board of directors are carried into effect.  He shall manage
and  administer the corporation's business and affairs and  shall
also   perform  all  duties  and  exercise  all  powers   usually
pertaining  to  the  office of a chief  executive  officer  of  a
corporation.  He shall have the authority to sign,  in  the  name
and  on  behalf  of  the corporation, checks, orders,  contracts,
leases,  notes,  drafts and other documents  and  instruments  in
connection  with  the business of the corporation,  and  together
with the secretary or an assistant secretary, conveyances of real
estate  and other documents and instruments.  He shall  have  the
authority  to  cause  the  employment  or  appointment  of   such
employees  and  agents of the corporation as the conduct  of  the
business  of  the  corporation may  require,  and  to  fix  their
compensation;  and  to remove or suspend any  employee  or  agent
elected or appointed by the chairman of the board.

           Section 3.04.  Duties of the President.  The president
shall be chief operating officer of the corporation, and, subject
to  the  control of the chairman of the board, shall have general
and active management of the ordinary business of the corporation
and  shall  see that all orders and resolutions of the  board  of
directors  are  carried  into effect.   In  the  absence  of  the
chairman  of  the  board, the president shall  exercise  all  the
powers  of  the  chairman,  including,  without  limitation,  the
authority  to:  (A)  sign,  in the name  and  on  behalf  of  the
corporation, checks, orders, contracts, leases, notes, drafts and
other  documents and instruments in connection with the  business
of  the  corporation,  and, together with  the  secretary  or  an
assistant  secretary,  conveyances  of  real  estate  and   other
documents   and   instruments;  (B)  cause  the   employment   or
appointment  of  such employees and agents of the corporation  as
the conduct of the business of the corporation may require and to
fix their compensation; and (C) remove or suspend any employee or
agent  who  shall  not  have been elected  or  appointed  by  the
chairman  of the board or the board of directors.  The  president
shall perform such other duties and have such other powers as the
board of directors or the chairman of the board may from time  to
time prescribe.

           Section  3.05.   Duties of the Vice Presidents.   Each
vice president shall perform such duties and exercise such powers
as  may  be assigned to him from time to time by the chairman  of
the  board  or the president.  In the absence of the chairman  of
the  board  or the president, the duties of the chairman  of  the
board  or the president shall be performed and his powers may  be
exercised  by such vice president as shall be designated  by  the
chairman  of  the  board  or  the  president,  or  failing   such
designation, such duties shall be performed and such  powers  may
be  exercised  by  each  vice president in  the  order  of  their
earliest  election to that office, subject in any case to  review
and  superseding  action by the chairman  of  the  board  or  the
president.

           Section 3.06.  Duties of the Secretary.  The secretary
shall have the following powers and duties:

          (A)  He shall keep or cause to be kept a record of
     all the proceedings of the meetings of the shareholders
     and  of  the  board of directors in books provided  for
     that purpose.

           (B)   He shall cause all notices to be duly given
     in  accordance with the provisions of these Regulations
     and as required by law.

           (C)   Whenever any committee shall  be  appointed
     pursuant to a resolution of the board of directors,  he
     shall  furnish a copy of such resolution to the members
     of such committee.

           (D)  He shall be the custodian of the records  of
     the corporation.

           (E)   He  shall properly maintain  and  file  all
     books, reports, statements, certificates and all  other
     documents and records required by law, the Articles  or
     these Regulations.

           (F)  He shall have charge of the stock books  and
     ledgers  of the corporation and shall cause  the  stock
     and transfer books to be kept in such manner as to show
     at  any time the number of shares of the corporation of
     each   class   issued   and  outstanding,   the   names
     (alphabetically  arranged) and  the  addresses  of  the
     holders of record of such shares, the number of  shares
     held  by  each  holder and the date as  of  which  each
     became such holder of record.

           (G)   He  shall  sign (unless the  treasurer,  an
     assistant  treasurer or assistant secretary shall  have
     signed)   certificates  representing  shares   of   the
     corporation  the  issuance of  which  shall  have  been
     authorized by the board of directors.

           (H)   He  shall perform, in general,  all  duties
     incident  to  the office of secretary  and  such  other
     duties as may be specified in these Regulations  or  as
     may  be assigned to him from time to time by the  board
     of   directors,  the  chairman  of  the  board  or  the
     president.

           Section 3.07.  Duties of the Treasurer.  The treasurer
shall have the following powers and duties:

          (A)  He shall have charge and supervision over and
     be responsible for the moneys, securities, receipts and
     disbursements  of the corporation, and  shall  keep  or
     cause  to  be  kept full and accurate  records  of  all
     receipts of the corporation.

           (B)  He shall cause the moneys and other valuable
     effects of the corporation to be deposited in the  name
     and  to the credit of the corporation in such banks  or
     trust   companies  or  with  such  bankers   or   other
     depositaries  as  shall be selected  by  the  board  of
     directors, the chairman of the board or the president.

           (C)  He shall cause the moneys of the corporation
     to be disbursed by checks or drafts upon the authorized
     depositaries of the corporation and cause to  be  taken
     and preserved proper vouchers for all moneys disbursed.

           (D)   He  shall render to the board of directors,
     the  chairman  of the board or the president,  whenever
     requested,  a  statement of the financial condition  of
     the   corporation  and  of  all  his  transactions   as
     treasurer,  and render a full financial report  at  the
     annual  meeting of the shareholders, if called upon  to
     do so.

           (E)   He shall be empowered from time to time  to
     require  from all officers or agents of the corporation
     reports or statements giving such information as he may
     desire   with   respect  to  any  and   all   financial
     transactions of the corporation.

          (F)  He may sign (unless an assistant treasurer or
     the  secretary  or  an assistant secretary  shall  have
     signed)   certificates  representing  shares   of   the
     corporation  the  issuance of  which  shall  have  been
     authorized by the board of directors.

           (G)   He  shall perform, in general,  all  duties
     incident  to  the office of treasurer  and  such  other
     duties as may be specified in these Regulations  or  as
     may  be assigned to him from time to time by the  board
     of   directors,  the  chairman  of  the  board  or  the
     president.


                          ARTICLE FOUR

                             SHARES

           Section  4.01.  Certificates.  Certificates evidencing
ownership of shares of the corporation shall be issued  to  those
entitled  to  them.  Each certificate evidencing  shares  of  the
corporation shall bear a distinguishing number; the signatures of
the  chairman  of the board, the president, or a vice  president,
and of the secretary, an assistant secretary, the treasurer or an
assistant  treasurer  (except that when any such  certificate  is
countersigned  by  an incorporated transfer agent  or  registrar,
such  signatures may be facsimile, engraved, stamped or printed);
and  such  recitals  as  may be required  by  law.   Certificates
evidencing shares of the corporation shall be of such  tenor  and
design as the directors may from time to time adopt and may  bear
such recitals as are permitted by law.

            Section   4.02.   Transfers.   Where  a   certificate
evidencing  a share or shares of the corporation is presented  to
the  corporation or its proper agents with a request to  register
transfer, the transfer shall be registered as requested if:

          (1)  An appropriate person signs on each certificate so
presented or signs on a separate document an assignment or  trans
fer  of  shares evidenced by each such certificate,  or  signs  a
power to assign or transfer such shares, or when the signature of
an appropriate person is written without more on the back of each
such certificate; and

          (2)  Reasonable assurance is given that the indorsement
of   each  appropriate  person  is  genuine  and  effective;  the
corporation  or its agents may refuse to register a  transfer  of
shares  unless  the  signature  of  each  appropriate  person  is
guaranteed by a commercial bank or trust company having an office
or  a  correspondent in the City of New York or by a firm  having
membership in the New York Stock Exchange; and

           (3)  All applicable laws relating to the collection of
transfer or other taxes have been complied with; and

           (4)   The  corporation or its agents are not otherwise
required or permitted to refuse to register such transfer.

           Section  4.03.   Transfer Agents and Registrars.   The
directors  may  appoint  one or more agents  to  transfer  or  to
register shares of the corporation, or both.

           Section  4.04.   Lost, Wrongfully Taken  or  Destroyed
Certificates.   Except as otherwise provided by  law,  where  the
owner  of  a  certificate evidencing shares  of  the  corporation
claims  that  such  certificate  has  been  lost,  destroyed   or
wrongfully  taken,  the directors must cause the  corporation  to
issue  a new certificate in place of the original certificate  if
the owner:

          (1)  So requests before the corporation has notice that
such  original  certificate has been  acquired  by  a  bona  fide
purchaser; and

           (2)  Files with the corporation, unless waived by  the
directors,  an  indemnity  bond, with surety  or  sureties  satis
factory to the corporation, in such sums as the directors may, in
their discretion, deem reasonably sufficient as indemnity against
any loss or liability that the corporation may incur by reason of
the issuance of each such new certificate; and

           (3)  Satisfies any other reasonable requirements which
may be imposed by the directors, in their discretion.


                          ARTICLE FIVE

                 INDEMNIFICATION AND INSURANCE

           Section 5.01.  Mandatory Indemnification.  The  corpor
ation  shall indemnify any officer or director of the corporation
who  was or is a party or is threatened to be made a party to any
threatened,  pending  or completed action,  suit  or  proceeding,
whether   civil,   criminal,  administrative   or   investigative
(including,   without  limitation,  any  action   threatened   or
instituted by or in the right of the corporation), by  reason  of
the fact that he is or was a director, officer, employee or agent
of  the  corporation, or is or was serving at the request of  the
corporation  as  a director, trustee, officer, employee,  member,
manager  or  agent of another corporation (domestic  or  foreign,
nonprofit or for profit), limited liability company, partnership,
joint  venture,  trust  or  other  enterprise,  against  expenses
(including,  without limitation, attorneys'  fees,  filing  fees,
court reporters' fees and transcript costs), judgments, fines and
amounts  paid in settlement actually and reasonably  incurred  by
him  in  connection with such action, suit or  proceeding  if  he
acted in good faith and in a manner he reasonably believed to  be
in  or not opposed to the best interests of the corporation,  and
with  respect  to any criminal action or proceeding,  he  had  no
reasonable cause to believe his conduct was unlawful.   A  person
claiming  indemnification  under  this  Section  5.01  shall   be
presumed, in respect of any act or omission giving rise  to  such
claim for indemnification, to have acted in good faith and  in  a
manner he reasonably believed to be in or not opposed to the best
interests  of  the corporation, and with respect to any  criminal
matter,  to  have had no reasonable cause to believe his  conduct
was  unlawful, and the termination of any action, suit or proceed
ing  by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, rebut
such presumption.

             Section   5.02.    Court-Approved   Indemnification.
Anything  contained  in  the  Regulations  or  elsewhere  to  the
contrary notwithstanding:

          (A)  the corporation shall not indemnify any officer or
director  of  the  corporation who was a party to  any  completed
action  or  suit instituted by or in the right of the corporation
to  procure a judgment in its favor by reason of the fact that he
is  or  was a director, officer, employee or agent of the corpora
tion, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager or agent of
another  corporation (domestic or foreign, nonprofit or  for  pro
fit),  limited  liability  company, partnership,  joint  venture,
trust  or  other  enterprise, in respect of any claim,  issue  or
matter asserted in such action or suit as to which he shall  have
been adjudged to be liable for acting with reckless disregard for
the  best interests of the corporation or misconduct (other  than
negligence)  in  the performance of his duty to  the  corporation
unless  and only to the extent that the Court of Common Pleas  of
Union County, Ohio or the court in which such action or suit  was
brought  shall  determine  upon application  that,  despite  such
adjudication  of liability, and in view of all the  circumstances
of  the  case,  he  is  fairly and reasonably  entitled  to  such
indemnity as such Court of Common Pleas or such other court shall
deem proper; and

           (B)   the  corporation shall promptly  make  any  such
unpaid  indemnification as is determined by a court to be  proper
as contemplated by this Section 5.02.

           Section 5.03.  Indemnification for Expenses.  Anything
contained in the Regulations or elsewhere to the contrary notwith
standing,  to  the  extent that an officer  or  director  of  the
corporation  has  been successful on the merits or  otherwise  in
defense  of  any  action,  suit  or  proceeding  referred  to  in
Section  5.01,  or  in  defense of any  claim,  issue  or  matter
therein,  he  shall  be promptly indemnified by  the  corporation
against expenses (including, without limitation, attorneys' fees,
filing fees, court reporters' fees and transcript costs) actually
and reasonably incurred by him in connection therewith.

           Section  5.04.  Determination Required.   Any  indemni
fication  required  under Section 5.01 and  not  precluded  under
Section  5.02  shall  be  made by the  corporation  only  upon  a
determination  that  such  indemnification  of  the  officer   or
director is proper in the circumstances because he has met the ap
plicable  standard  of conduct set forth in Section  5.01.   Such
determination may be made only (A) by a majority vote of a quorum
consisting of directors of the corporation who were not  and  are
not  parties  to,  or threatened with, any such action,  suit  or
proceeding, or (B) if such a  quorum is not obtainable  or  if  a
majority of a quorum of disinterested directors so directs, in  a
written  opinion  by  independent legal  counsel  other  than  an
attorney,  or  a firm having associated with it an attorney,  who
has  been  retained  by  or who has performed  services  for  the
corporation,  or  any person to be indemnified, within  the  past
five  years, or (C) by the shareholders, or (D) by the  Court  of
Common  Pleas of Union County, Ohio or (if the corporation  is  a
party thereto) the court in which such action, suit or proceeding
was  brought,  if any; any such determination may be  made  by  a
court  under  division  (D)  of this Section  5.04  at  any  time
[including, without limitation, any time before, during or  after
the  time  when  any such determination may be requested  of,  be
under consideration by or have been denied or disregarded by  the
disinterested  directors under division  (A)  or  by  independent
legal  counsel  under division (B) or by the  shareholders  under
division (C) of this Section 5.04]; and no failure for any reason
to make any such determination, and no decision for any reason to
deny any such determination, by the disinterested directors under
division  (A) or by independent legal counsel under division  (B)
or  by shareholders under division (C) of this Section 5.04 shall
be   evidence   in  rebuttal  of  the  presumption   recited   in
Section  5.01.   Any  determination  made  by  the  disinterested
directors  under  division  (A) or by independent  legal  counsel
under  division  (B) of this Section 5.04 to make indemnification
in respect of any claim, issue or matter asserted in an action or
suit  threatened or brought by or in the right of the corporation
shall  be  promptly communicated to the person who threatened  or
brought such action or suit, and within ten days after receipt of
such  notification such person shall have the right  to  petition
the  Court of Common Pleas of Union County, Ohio or the court  in
which  such  action or suit was brought, if any,  to  review  the
reasonableness of such determination.

            Section   5.05.   Advances  for  Expenses.   Expenses
(including,  without limitation, attorneys'  fees,  filing  fees,
court reporters' fees and transcript costs) incurred in defending
any  action, suit or proceeding referred to in Section 5.01 shall
be paid by the corporation in advance of the final disposition of
such action, suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him, but  only
if  such  officer or director shall first agree, in  writing,  to
repay all amounts so paid in respect of any claim, issue or other
matter asserted in such action, suit or proceeding in defense  of
which  he  shall not have been successful on the merits or  other
wise:

           (A)   if it shall ultimately be determined as provided
in  Section 5.04 that he is not entitled to be indemnified by the
corporation as provided under Section 5.01; or

          (B)  if, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such action  or
suit,  he  shall have been adjudged to be liable for acting  with
reckless  disregard for the best interests of the corporation  or
misconduct (other than negligence) in the performance of his duty
to  the corporation, unless and only to the extent that the Court
of  Common Pleas of Union County, Ohio or the court in which such
action or suit was brought shall determine upon application that,
despite  such adjudication of liability, and in view of  all  the
circumstances,  he is fairly and reasonably entitled  to  all  or
part of such indemnification.

            Section  5.06.   Article  FIVE  Not  Exclusive.   The
indemnification  provided  by this  Article  FIVE  shall  not  be
exclusive  of, and shall be in addition to, any other  rights  to
which  any  person seeking indemnification may be entitled  under
the  Articles  or  the  Regulations or  any  agreement,  vote  of
shareholders or disinterested directors, or otherwise, both as to
action  in  his  official capacity and as to  action  in  another
capacity while holding such office, and shall continue  as  to  a
person  who  has  ceased to be an officer  or   director  of  the
corporation  and  shall  inure  to  the  benefit  of  the  heirs,
executors, and administrators of such a person.

          Section 5.07.  Insurance.  The corporation may purchase
and  maintain insurance or furnish similar protection,  including
but  not  limited  to trust funds, letters of  credit,  or  self-
insurance,  on  behalf of any person who is or  was  a  director,
officer,  employee  or agent of the corporation,  or  is  or  was
serving at the request of the corporation as a director, trustee,
officer,   employee,  member,  manager  or   agent   of   another
corporation  (domestic  or  foreign, nonprofit  or  for  profit),
limited  liability company, partnership, joint venture, trust  or
other enterprise, against any liability asserted against him  and
incurred  by  him  in any such capacity, or arising  out  of  his
status  as  such, whether or not the corporation would  have  the
obligation  or the power to indemnify him against such  liability
under  the  provisions of this Article FIVE.   Insurance  may  be
purchased  from  or  maintained  with  a  person  in  which   the
corporation has a financial interest.

           Section  5.08.  Certain Definitions.  For purposes  of
this Article FIVE, and as examples and not by way of limitation:

           (A)   A  person  claiming indemnification  under  this
Article  FIVE  shall  be deemed to have been  successful  on  the
merits  or otherwise in defense of any action, suit or proceeding
referred to in Section 5.01, or in defense of any claim, issue or
other matter therein, if such action, suit or proceeding shall be
terminated as to such person, with or without prejudice,  without
the  entry of a judgment or order against him, without  a  convic
tion  of  him,  without the imposition of a  fine  upon  him  and
without  his payment or agreement to pay any amount in settlement
thereof  (whether or not any such termination  is  based  upon  a
judicial  or  other determination of the lack  of  merit  of  the
claims made against him or otherwise results in a vindication  of
him); and

           (B)  References to an "other enterprise" shall include
employee benefit plans; references to a "fine" shall include  any
excise  taxes  assessed on a person with respect to  an  employee
benefit  plan; and references to "serving at the request  of  the
corporation"  shall  include any service as a director,  officer,
employee or agent of the corporation which imposes duties on,  or
involves  services by, such director, officer, employee or  agent
with  respect  to  an employee benefit plan, its participants  or
beneficiaries;  and a person who acted in good  faith  and  in  a
manner he reasonably believed to be in the best interests of  the
participants and beneficiaries of an employee benefit plan  shall
be  deemed  to have acted in a manner "not opposed  to  the  best
interests of the corporation" within the meaning of that term  as
used in this Article FIVE.

           Section  5.09.  Venue.  Any action, suit or proceeding
to  determine a claim for indemnification under this Article FIVE
may be maintained by the person claiming such indemnification, or
by the corporation, in the Court of Common Pleas of Union County,
Ohio.   The  corporation  and (by claiming such  indemnification)
each such person consent to the exercise of jurisdiction over its
or  his person by the Court of Common Pleas of Union County, Ohio
in any such action, suit or proceeding.


                          ARTICLE SIX

                         MISCELLANEOUS

           Section  6.01.   Amendments.  The Regulations  may  be
amended,  or  new  regulations may be adopted, at  a  meeting  of
shareholders held for such purpose, only by the affirmative  vote
of the holders of shares entitling them to exercise not less than
a  majority  of  the  voting power of  the  corporation  on  such
proposal,  or  without a meeting by the written  consent  of  the
holders of shares entitling them to exercise not less than all of
the voting power of the corporation on such proposal.

           Section  6.02.   Action by Shareholders  or  Directors
Without a Meeting.  Anything contained in the Regulations to  the
contrary  notwithstanding, any action which may be authorized  or
taken at a meeting of the shareholders or of the directors or  of
a  committee of the directors, as the case may be, may be  author
ized  or  taken  without a meeting with the affirmative  vote  or
approval  of,  and in a writing or writings signed  by,  all  the
shareholders who would be entitled to notice of a meeting of  the
shareholders held for such purpose, or all the directors, or  all
the  members  of  such committee of the directors,  respectively,
which writings shall be filed with or entered upon the records of
the corporation.



Fourth Amended and Restated Credit Agreement dated as of March 17, 1995
among The Scotts Company, Chemical Bank, the lenders party thereto and
Chemical Bank, as agent.


        FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of March 17, 1995, by and among THE SCOTTS COMPANY, an Ohio
corporation (the "Borrower" or "Scotts"), the several banks and
other financial institutions from time to time parties to this
Agreement (the "Lenders") and CHEMICAL BANK, a New York banking
corporation ("Chemical"), as agent for the Lenders hereunder (in
such capacity, the "Agent").


                     W I T N E S S E T H :


          WHEREAS, the Borrower is a party to that certain Third
Amended and Restated Revolving Credit Agreement dated as of April
7, 1992 (as amended, supplemented or otherwise modified from time
to time, the "Existing Credit Agreement"), among the Borrower,
the lenders parties thereto (the "Existing Banks") and Chemical
Bank, as agent for the Existing Banks, pursuant to which the
Existing Banks have made revolving credit and term loans to the
Borrower for the purposes set forth therein; and

          WHEREAS, the Borrower has requested that the Existing
Credit Agreement be amended and restated on the terms and
conditions set forth herein to provide for, among other things,
(i) the repayment in full of the revolving credit loans and term
loans under the Existing Credit Agreement and the payment of any
and all other amounts owing to the Existing Banks thereunder,
(ii) the addition of certain lenders as parties thereto and (iii)
the release of the collateral pledged by the Borrower and its
Subsidiaries for the benefit of the Existing Banks;

          NOW, THEREFORE, in consideration of the premises and
the mutual covenants contained herein, it is hereby agreed that,
on the Restatement Date (as hereinafter defined), the Existing
Credit Agreement shall be amended and restated in entirety to
read as follows:

1.               DEFINITIONS

          1      Defined Terms.  As used in this Agreement, the following
terms have the following meanings:

          "ABR" shall mean for any day, a rate per annum (rounded
     upwards, if necessary, to the next 1/16 of 1%) equal to the
     greatest of (a) the Prime Rate in effect on such day, (b)
     the Base CD Rate in effect on such day plus 1% and (c) the
     Federal Funds Effective Rate in effect on such day plus 1/2
     of 1%.  For purposes hereof:  "Prime Rate" shall mean the
     rate of interest per annum publicly announced from time to
     time by the Agent as its prime rate in effect at its
     principal office in New York City (the Prime Rate not being
     intended to be the lowest rate of interest charged by
     Chemical Bank in connection with extensions of credit to
     debtors); "Base CD Rate" shall mean the sum of (a) the
     product of (i) the Three-Month Secondary CD Rate and (ii) a
     fraction, the numerator of which is one and the denominator
     of which is one minus the C/D Reserve Percentage and (b) the
     C/D Assessment Rate; "Three-Month Secondary CD Rate" shall
     mean, for any day, the secondary market rate for three-month
     certificates of deposit reported as being in effect on such
     day (or, if such day shall not be a Business Day, the next
     preceding Business Day) by the Board of Governors of the
     Federal Reserve System (the "Board") through the public
     information telephone line of the Federal Reserve Bank of
     New York (which rate will, under the current practices of
     the Board, be published in Federal Reserve Statistical
     Release H.15(519) during the week following such day), or,
     if such rate shall not be so reported on such day or such
     next preceding Business Day, the average of the secondary
     market quotations for three-month certificates of deposit of
     major money center banks in New York City received at
     approximately 10:00 A.M., New York City time, on such day
     (or, if such day shall not be a Business Day, on the next
     preceding Business Day) by the Agent from three New York
     City negotiable certificate of deposit dealers of recognized
     standing selected by it; and "Federal Funds Effective Rate"
     shall mean, for any day, the weighted average of the rates
     on overnight federal funds transactions with members of the
     Federal Reserve System arranged by federal funds brokers, as
     published on the next succeeding Business Day by the Federal
     Reserve Bank of New York, or, if such rate is not so
     published for any day which is a Business Day, the average
     of the quotations for the day of such transactions received
     by the Agent from three federal funds brokers of recognized
     standing selected by it.  Any change in the ABR due to a
     change in the Prime Rate, the Three-Month Secondary CD Rate
     or the Federal Funds Effective Rate shall be effective as of
     the opening of business on the effective day of such change
     in the Prime Rate, the Three-Month Secondary CD Rate or the
     Federal Funds Effective Rate, respectively.

          "ABR Loans" shall mean the Loans at such time as they
     are made and/or being maintained at a rate of interest based
     upon the ABR.

          "Affiliate" shall mean (a) any Person (other than a
     Subsidiary of the Borrower) which, directly or indirectly,
     controls, is controlled by or is under common control with,
     the Borrower or (b) any Person who is a director or officer
     of the Borrower, any Subsidiary of the Borrower or any
     Person described in clause (a) of this definition. For
     purposes of this definition, "control" of a Person means the
     power, direct or indirect, to vote 20% or more of the
     securities having voting power for the election of directors
     of such Person or otherwise to direct or cause the direction
     of the management and policies of such Person, whether by
     contract or otherwise.

          "Aggregate Outstanding Extensions of Credit" shall mean
     an amount equal to the sum of (a) the aggregate principal
     amount of all Revolving Credit Loans (including, without
     limitation, Swing Line Loans) then outstanding, (b) the
     aggregate principal amount of all Bid Loans then outstanding
     and (c) the aggregate amount of all L/C Obligations then
     outstanding.

          "Agreement" shall mean this Fourth Amended and Restated
     Credit Agreement, as the same may be amended, supplemented
     or otherwise modified from time to time.

          "Applicable Margin" shall mean, with respect to each
     day for each Type of Loan, the rate per annum based on the
     Ratings in effect on such day, as set forth under the
     relevant column heading below:

           Rating        Eurodollar
          Category       Rate Loans      ABR Loans

          Rating I         .2500%          .0000%
          Rating II        .2750%          .0000%
          Rating III       .3125%          .0000%
          Rating IV        .5000%          .0000%
          Rating V         .6250%          .1250%;

     provided, however, that the Applicable Margin shall be
     deemed to be .3125% in respect of Eurodollar Rate Loans and
     .0000% in respect of ABR Loans for the period from and
     including the Restatement Date to and excluding the date on
     which a change in either Rating shall occur.

          "Application" shall mean an application, in such form
     as the Issuing Lender may specify from time to time,
     requesting such Issuing Lender to open a Letter of Credit.

          "Assignment and Acceptance" shall mean an Assignment
     and Acceptance, substantially in the form of Exhibit H
     hereto.

          "Available Commitment" shall mean, as to any Lender at
     any time, the amount equal to the excess, if any, of (a)
     such Lender's Revolving Credit Commitment over (b) the sum
     of (i) the Revolving Credit Loans made by such Lender
     (including, without limitation, such Lender's Commitment
     Percentage of the then outstanding Swing Line Loans) then
     outstanding, (ii) such Lender's Commitment Percentage of the
     then outstanding Bid Loans and (iii) such Lender's
     Commitment Percentage of the L/C Obligations then
     outstanding.

          "Bid Loan" shall mean each advance made to the Borrower
     pursuant to subsection 2.5.

          "Bid Loan Confirmation" shall mean a bid loan
     confirmation, substantially in the form of Exhibit I, to be
     delivered by the Borrower to the Agent in accordance with
     subsection 2.5(b)(iv).

          "Bid Loan Request" shall mean a bid loan request,
     substantially in the form of Exhibit J, to be delivered by
     the Borrower to the Agent in accordance with subsection
     2.5(b)(i) in writing, by facsimile transmission, or by
     telephone immediately confirmed by facsimile transmission.

          "Bid Note" shall have the meaning assigned to such term
     in subsection 2.6(e).

          "Bid Quote" shall mean a bid quote substantially in the
     form of Exhibit K, to be delivered by a Lender to the Agent
     in accordance with subsection 2.5(b) in writing, by
     facsimile transmission, or by telephone immediately
     confirmed by facsimile transmission.

          "Borrowing Date" shall mean, as to any Lender, any
     Business Day specified in a notice transmitted pursuant to
     subsection 2.2 or 2.3 as a date on which such Lender has
     been requested by the Borrower to make Loans hereunder.

          "Business Day" shall mean a day other than a Saturday,
     Sunday or other day on which commercial banks in New York
     City are authorized or required by law to close; provided,
     however, that when used to describe the date of any
     borrowing of, or any payment or interest rate determination
     in respect of, a Eurodollar or a LIBOR Bid Loan, the term
     "Business Day" shall also exclude any day on which
     commercial banks are not open for dealings in Dollar
     deposits in the London Interbank Market.

          "Capital Stock" shall mean any and all shares,
     interests, participations or other equivalents (however
     designated) of capital stock of a corporation, any and all
     equivalent ownership interests in a Person (other than a
     corporation) and any and all warrants or options to purchase
     any of the foregoing.

          "Cash Equivalents" shall mean (a) securities with
     maturities of one year or less from the date of acquisition
     issued or fully guaranteed or insured by the United States
     Government or any agency thereof, (b) certificates of
     deposit, eurodollar time deposits, overnight bank deposits,
     and bankers acceptances, each with maturities of one year or
     less from the date of the acquisition thereof, of any Lender
     or any other commercial bank having capital and surplus in
     excess of $300,000,000, and (c) commercial paper of the
     Lenders or any of their affiliates or of a domestic issuer
     rated at least A-1 by Standard & Poor's Corporation or P-1
     by Moody's Investors Service, Inc.

          "CBAS" shall mean Chemical Bank Agency Services.

          "C/D Assessment Rate" shall mean, for any day as
     applied to any ABR Loan, the annual assessment rate in
     effect on such day which is payable by a member of the Bank
     Insurance Fund maintained by the Federal Deposit Insurance
     Corporation (the "FDIC") classified as well-capitalized and
     within supervisory subgroup "B" (or a comparable successor
     assessment risk classification) within the meaning of 12
     C.F.R.  327.3(d) (or any successor provision) to the FDIC
     (or any successor) for the FDIC's (or such successor's)
     insuring time deposits at offices of such institution in the
     United States.

          "C/D Reserve Percentage" shall mean, for any day as
     applied to any ABR Loan, that percentage (expressed as a
     decimal) which is in effect on such day, as prescribed by
     the Board of Governors of the Federal Reserve System (or any
     successor) (the "Board"), for determining the maximum
     reserve requirement for a Depositary Institution (as defined
     in Regulation D of the Board) in respect of new non-personal
     time deposits in Dollars having a maturity of 30 days or
     more.

          "Code" shall mean the Internal Revenue Code of 1986, as
     amended from time to time.

          "Commercial Paper Obligations" shall mean at any time,
     the aggregate principal amount of commercial paper of the
     Borrower then outstanding.

          "Commitment Percentage" shall mean, as to any Lender at
     any time, the percentage set forth opposite such Lender's
     name on Schedule I hereto (or at any time after the
     Revolving Credit Commitments shall have expired or
     terminated, the percentage which the aggregate principal
     amount of such Lender's Loans then outstanding constitutes
     of the aggregate principal amount of the Loans then
     outstanding).

          "Commonly Controlled Entity" shall mean an entity,
     whether or not incorporated, which is under common control
     with the Borrower within the meaning of Section 4001 of
     ERISA.

          "Consolidated Interest Expense" shall mean, for any
     period of determination thereof, the interest expense of the
     Borrower and its Subsidiaries for such period, as determined
     in accordance with GAAP.

          "Consolidated Net Income" shall mean, for any period of
     determination thereof, net income of the Borrower and its
     Subsidiaries for such period, as determined in accordance
     with GAAP.

          "Consolidated Net Worth"  shall mean, in respect of any
     Person at a particular date, all amounts which, in
     conformity with GAAP, would be included under the caption
     "total shareholders' equity" (or any like caption) on a
     consolidated balance sheet of such Person and its
     Subsidiaries at such date.

          "Contingent Obligation" shall mean as to any Person,
     the outstanding amount of letters of credit with respect to
     which such Person is the account party that have not been
     drawn upon and any obligation of such Person guaranteeing or
     in effect guaranteeing any Indebtedness, leases, dividends
     or other obligations primarily to pay money ("primary
     obligations") of any other Person (the "primary obligor") in
     any manner, whether directly or indirectly, including,
     without limitation, any obligation of such Person, whether
     or not contingent, (a) to purchase any such primary
     obligation or any property constituting direct or indirect
     security therefor, (b) to advance or supply funds (i) for
     the purchase or payment of any such primary obligation or
     (ii) to maintain working capital or equity capital of the
     primary obligor or otherwise to maintain the net worth or
     solvency of the primary obligor, (c) to purchase property,
     securities or services primarily for the purpose of assuring
     the obligee under any such primary obligation of the ability
     of the primary obligor to make payment of such primary
     obligation or (d) otherwise to assure or hold harmless the
     obligee under such primary obligation against loss in
     respect thereof; provided, however, that the term Contingent
     Obligation shall not include endorsements of instruments for
     deposit or collection in the ordinary course of business.

          "Contractual Obligation" shall mean, as to any Person,
     any material provision of any material security issued by
     such Person or of any material agreement, instrument or
     undertaking to which such Person is a party or by which it
     or any of its property is bound.

          "Default" shall mean any of the events specified in
     Section 8, whether or not any requirement for the giving of
     notice, the lapse of time, or both, or any other condition,
     has been satisfied.

          "Dollars" and "$" shall mean dollars in lawful currency
     of the United States of America.

          "Domestic Subsidiary" shall mean any Subsidiary
     incorporated under the laws of the United States or any
     political subdivision thereof.

          "EBITDA" shall mean without duplication, for any fiscal
     period, the sum of the amounts for such fiscal period of (i)
     Consolidated Net Income, (ii) provision for taxes based on
     income, (iii) depreciation expense, (iv) Consolidated
     Interest Expense, (v) amortization expense and (vi) other
     non-recurring, non-cash items reducing Consolidated Net
     Income (reduced by any non-recurring, non-cash items
     increasing Consolidated Net Income), all as determined on a
     consolidated basis for the Borrower and its Subsidiaries in
     conformity with GAAP.

          "Effective Federal Funds Rate" shall have the meaning
     specified in subsection 2.15(b).

          "Engagement Letter" shall mean the letter, dated
     February 10, 1995, from the Agent to the Borrower.

          "Environmental Laws" shall mean any and all foreign,
     Federal, state, local or municipal laws, rules, orders,
     regulations, statutes, ordinances, codes, decrees,
     requirements of any Governmental Authority or requirements
     of law (including common law) regulating, relating to or
     imposing liability or standards of conduct concerning
     protection of human health or the environment, as now or may
     at any time hereafter be in effect.

          "ERISA" shall mean the Employee Retirement Income
     Security Act of 1974, as amended from time to time.

          "Eurodollar Loans" shall mean the Loans hereunder at
     such time as they are made and/or being maintained at a rate
     of interest based upon the Eurodollar Rate.

          "Eurodollar Base Rate" shall mean, with respect to each
     day during each Interest Period pertaining to a Eurodollar
     Loan, the rate per annum equal to the rate (rounded upward,
     if necessary, to the next 1/16 of 1%) at which the Reference
     Lender is offered Dollar deposits two Business Days prior to
     the beginning of such Interest Period in the interbank
     eurodollar market where the foreign currency and exchange
     operations or eurodollar funding operations of the Reference
     Lender are customarily conducted at or about 10:00 A.M., New
     York City time, for delivery on the first day of such
     Interest Period for the number of days comprised therein and
     in an amount equal to the amount of the Eurodollar Loan to
     be outstanding during such Interest Period.

          "Eurodollar Rate" shall mean, with respect to each day
     during each Interest Period pertaining to a Eurodollar Loan,
     the rate per annum equal to the quotient (rounded upward to
     the nearest 1/100 of 1%) of (a) the Eurodollar Base Rate,
     divided by (b) a number equal to 1.00 minus the aggregate of
     the rates (expressed as a decimal fraction) of reserve
     requirements current on the date two Business Days prior to
     the beginning of such Interest Period (including, without
     limitation, basic, supplemental, marginal and emergency
     reserves under any regulations of the Board of Governors of
     the Federal Reserve System or other Governmental Authority
     having jurisdiction with respect thereto), as now and from
     time to time hereafter in effect, dealing with reserve
     requirements prescribed for eurocurrency funding (currently
     referred to as "Eurocurrency liabilities" in Regulation D of
     such Board) maintained by a member bank of such System.

          "Event of Default" shall mean any of the events
     specified in Section 8, provided that any requirement for
     the giving of notice, the lapse of time, or both, or any
     other condition, has been satisfied.

          "Existing Banks" shall have the meaning assigned to
     such term in the preamble to this Agreement.

          "Existing Credit Agreement" shall have the meaning
     assigned to such term in the preamble to this Agreement.

          "Extension of Credit" shall mean (i) all Loans or
     advances made to the Borrower hereunder and (ii) all Letters
     of Credit issued for the account of the Borrower hereunder.

          "Facility Fee Rate" shall mean, for each day during
     each calculation period, a rate per annum based on the
     Ratings in effect on such day, as set forth below:

          Rating                   Facility
          Category                 Fee Rate

          Rating I                  .1500%
          Rating II                 .1750%
          Rating III                .1875%
          Rating IV                 .2500%
          Rating V                  .3750%;

     provided, however, that the Facility Fee Rate shall be
     deemed to be .1875% for the period from and including the
     Restatement Date to and excluding the date on which a change
     in either Rating shall occur.

          "Fixed Rate Bid Loan" shall mean any Bid Loan made at a
     fixed rate (as opposed to a rate based upon the LIBOR Rate).
          "Fixed Rate Bid Loan Request" shall mean any Bid Loan
     Request requesting the Lenders to offer to make Fixed Rate
     Bid Loans.

          "GAAP" shall mean generally accepted accounting
     principles in the United States of America as in effect from
     time to time; provided, however, that if any modifications
     in GAAP after the Restatement Date change any calculation of
     any financial covenants under this Agreement, the Agent and
     the Lenders agree to amend this Agreement to the effect that
     each such financial covenant is no more restrictive than
     such covenant was prior to such modification in GAAP.

          "Governmental Authority" shall mean any nation or
     government, any state or other political subdivision thereof
     and any entity exercising executive, legislative, judicial,
     regulatory or administrative functions of or pertaining to
     government.

          "Hedging Agreements" shall mean (a) any interest rate
     protection agreement, interest rate future, interest rate
     option, interest rate swap, interest rate cap or other
     interest rate hedge or arrangement under which the Borrower
     is a party or a beneficiary and (b) any agreement or
     arrangement designed to limit or eliminate the risk and/or
     exposure of the Borrower to fluctuations in currency
     exchange rates.

          "Hedging Lender" shall mean any Lender which from time
     to time enters into a Hedging Agreement with the Borrower.

          "Indebtedness" shall mean, as to any Person, at a
     particular time, (a) indebtedness of such Person for
     borrowed money or for the deferred purchase price of
     property or services (including, without limitation, any
     such indebtedness which is non-recourse to the credit of
     such Person but is secured by assets of such Person), (b)
     obligations of such Person under leases which shall have
     been or should be, in accordance with GAAP, recorded as
     capitalized leases, (c) indebtedness of such Person arising
     under acceptance facilities, (d) indebtedness of such Person
     arising under unpaid reimbursement obligations in respect of
     all drafts drawn under letters of credit issued for the
     account of such Person, (e) the incurrence of withdrawal
     liability under Title IV of ERISA by such Person or a
     Commonly Controlled Entity to a Multiemployer Plan and (f)
     liabilities arising under Hedging Agreements of such Person.

          "Insolvency" shall mean, with respect to any
     Multiemployer Plan, the condition that such Plan is
     insolvent within the meaning of such term as used in Section
     4245 of ERISA.

          "Interest Payment Date" shall mean (a) as to any ABR
     Loan, the last day of each March, June, September and
     December, commencing on the first of such days to occur
     after such ABR Loan is made or Eurodollar Loans are
     converted to such ABR Loan, (b) as to any Eurodollar Loan or
     LIBOR Bid Loan in respect of which the Borrower has selected
     an Interest Period of one month or three months or any Fixed
     Rate Bid Loan having an Interest Period of 90 days or less,
     the last day of such Interest Period, (c) as to any
     Eurodollar Loan or LIBOR Bid Loan in respect of which the
     Borrower has selected a longer Interest Period than the
     periods described in preceding clause (b), the 90th day of
     such Interest Period and the last day of such Interest
     Period and (d) as to any Fixed Rate Bid Loan in respect of
     which the Borrower has selected a longer Interest Period
     than the period described in preceding clause (b), the last
     day of each March, June, September and December falling
     within such Interest Period and the last day of such
     Interest Period.

          "Interest Period" shall mean (a) with respect to any
     Eurodollar Loan, (i) initially, the period commencing on, as
     the case may be, the borrowing or conversion date with
     respect to a Eurodollar Loan and ending one, three or six
     months thereafter, as selected by the Borrower, as the case
     may be, in its irrevocable written notice of borrowing as
     provided in subsection 2.2 or 2.3 or its written irrevocable
     notice of conversion as provided in subsection 2.11 and (ii)
     thereafter, each period commencing on the last day of the
     next preceding Interest Period applicable to such Eurodollar
     Loan and ending one, three or six months thereafter, as
     selected by the Borrower by irrevocable written notice to
     the Agent not less than three Business Days prior to the
     last day of the then current Interest Period with respect to
     such Eurodollar Loan and (b) with respect to any Bid Loan,
     the period specified in the Bid Loan Confirmation with
     respect to such Bid Loan; provided that all of the foregoing
     provisions relating to Interest Periods are subject to the
     following:

                    (A)  if any Interest Period pertaining to a
          Eurodollar Loan or a LIBOR Bid Loan would otherwise end
          on a day which is not a Business Day, that Interest
          Period shall be extended to the next succeeding
          Business Day unless the result of such extension would
          be to carry such Interest Period into another calendar
          month in which event such Interest Period shall end on
          the next preceding Business Day;

                    (B)  if the Borrower shall fail to give
          notice as provided in clause (a)(ii) above, the
          Borrower shall be deemed to have requested conversion
          of the affected Eurodollar Loan to an ABR Loan on the
          last day of the then current Interest Period with
          respect thereto;

                    (C)  if any Interest Period pertaining to a
          Fixed Rate Bid Loan would otherwise end on a day that
          is not a Business Day, such Interest Period shall be
          extended to the next succeeding Business Day;

                    (D)  any Interest Period that would otherwise
          extend beyond the Termination Date shall end on the
          Termination Date; and

                    (E)  any Interest Period pertaining to a
          Eurodollar Loan or LIBOR Bid Loan that begins on the
          last Business Day of a calendar month (or on a day for
          which there is no numerically corresponding day in the
          calendar month at the end of such Interest Period)
          shall end on the last Business Day of a calendar month.

          "Issuing Lender" shall mean, in respect of any Letter
     of Credit, Chemical or, at the option of Chemical, any
     Affiliate of Chemical, in its capacity as the issuer of such
     Letter of Credit.

          "L/C Commitment" shall mean the amount of $15,000,000.

          "L/C Obligations" shall mean, at any time, an amount
     equal to the sum of (a) the aggregate then undrawn and
     unexpired amount of the then outstanding Letters of Credit
     and (b) the aggregate amount of drawings under Letters of
     Credit which have not then been reimbursed pursuant to
     Section 3.

          "L/C Participants" shall mean the collective reference
     to all the Lenders other than the Issuing Lender.

          "Letter of Credit" shall mean any Standby L/C or Trade
     L/C.

          "LIBOR Bid Loan" shall mean any Bid Loan made and/or
     being maintained at a rate of interest based upon the LIBOR
     Rate.

          "LIBOR Bid Loan Request" shall mean any Bid Loan
     Request requesting the Lenders to offer to make LIBOR Bid
     Loans.

          "LIBOR Rate" shall mean, in respect of any Bid Loan
     requested pursuant to a LIBOR Bid Loan Request, the London
     interbank offered rate for deposits in Dollars for the
     period commencing on the date of such Bid Loan and ending on
     the maturity date thereof which appears on Telerate Page
     3750 as of 11:00 A.M., London time, two Business Days prior
     to the beginning of such period.

          "Lien" shall mean any mortgage, deed of trust, pledge,
     hypothecation, assignment, deposit arrangement, charge,
     encumbrance, lien (statutory or other), or preference,
     priority or other security agreement or preferential
     arrangement of any kind or nature whatsoever (including,
     without limitation, any conditional sale or other title
     retention agreement, any financing lease having
     substantially the same economic effect as any of the
     foregoing, and the authorized filing by or against a Person
     of any financing statement as debtor under the Uniform
     Commercial Code or comparable law of any jurisdiction).

          "Loan" shall mean any Revolving Credit Loan, Swing Line
     Loan and/or Bid Loan, as the context shall require;
     collectively, the "Loans".

          "Loan Documents" shall mean, collectively, this
     Agreement, any Notes, the Applications, the Letters of
     Credit, and the Subsidiaries Guarantee.

          "Material Adverse Effect" shall mean a material adverse
     effect on (a) the business, operations, property, condition
     (financial or otherwise) or prospects of the Borrower and
     its Subsidiaries taken as a whole or (b) the validity or
     enforceability of any material term of this or any of the
     other Loan Documents or the rights or remedies of the Agent
     or the Lenders hereunder or thereunder.

          "Material Environmental Amount" shall mean an amount
     payable by the Borrower or any of its Subsidiaries in excess
     of $10,000,000 in the aggregate for remedial costs,
     compliance costs, compensatory damages, punitive damages,
     fines, penalties, or any combination thereof.

          "Material Subsidiary" shall mean at any time (a) any
     Subsidiary of the Borrower created or acquired after the
     Restatement Date which has a Total Capitalization of more
     than $20,000,000, (b) any Subsidiary of the Borrower with
     assets greater than or equal to 5% of all assets of the
     Borrower and its Subsidiaries, computed and consolidated in
     accordance with GAAP ("Consolidated Assets"), (c) any
     Subsidiary with revenues greater than or equal to 5% of the
     revenues of the Borrower and its Subsidiaries, computed and
     consolidated in accordance with GAAP ("Net Revenues") or (d)
     any Subsidiary designated in writing by the Borrower as a
     Material Subsidiary; provided that if at any time (i) the
     aggregate Total Capitalization of all Subsidiaries that are
     not Material Subsidiaries shall exceed 10% of the Total
     Capitalization of the Borrower and its Subsidiaries,
     computed and consolidated in accordance with GAAP, (ii) the
     aggregate assets of all Subsidiaries that are not Material
     Subsidiaries shall exceed 10% of Consolidated Assets or
     (iii) the aggregate revenues of all Subsidiaries that are
     not Material Subsidiaries shall exceed 10% of Net Revenues,
     then, in any such case, the term Material Subsidiary shall
     be deemed to include such Subsidiaries (as determined
     pursuant to the next following sentence) of the Borrower as
     may be required so that none of preceding clauses (i), (ii)
     or (iii) shall continue to be true.  For purposes of the
     proviso to the next preceding sentence, the Subsidiaries
     which shall be deemed to be Material Subsidiaries shall be
     determined based on the percentage that the assets of each
     such Subsidiary are of Consolidated Assets, with the
     Subsidiary with the highest such percentage being selected
     first, and each other Subsidiary required to satisfy the
     requirements set forth in such proviso being selected in
     descending order of such percentage.


          "Materials of Environmental Concern" shall mean any
     gasoline or petroleum (including crude oil or any fraction
     thereof) or petroleum products or any hazardous or toxic
     substances, materials or wastes, defined or regulated as
     such in or under any Environmental Law, including, without
     limitation, asbestos, polychlorinated biphenyls, and urea-
     formaldehyde insulation.

          "Merger Agreement" shall mean that certain Agreement
     and Plan of Merger dated as of January 26, 1995 among
     Miracle-Gro, the other Miracle-Gro Constituent Companies
     party thereto, the shareholders of the Miracle-Gro
     Constituent Companies party thereto, the Borrower and Merger
     Subsidiary, the exhibits and schedules thereto, and the
     agreements and documents executed in connection therewith,
     copies of which have been delivered to the Agent and the
     Lenders prior to the date hereof.

          "Merger Subsidiary" shall have the meaning assigned to
     such term in the Merger Agreement.

          "Merger Transactions" shall have the meaning assigned
     to such term in the Merger Agreement.

          "Miracle-Gro" shall mean Miracle-Gro Products, Inc., a
     New Jersey corporation.

          "Miracle-Gro Constituent Companies" shall have the
     meaning assigned to such term in the Merger Agreement.

          "Miracle-Gro Shareholders" shall mean Horace Hagedorn,
     James Hagedorn, Katherine Hagedorn Littlefield, Paul
     Hagedorn, Peter Hagedorn, Robert Hagedorn, Susan Hagedorn
     and John Kenlon.

          "Moody's" shall mean Moody's Investors Service, Inc.

          "Multiemployer Plan" shall mean a Plan which is a
     multiemployer plan as defined in Section 4001(a)(3) of
     ERISA.

          "Net Cash Proceeds" shall mean, when used in respect of
     any issuance of equity or subordinated notes, the aggregate
     cash proceeds received by the Borrower from such issuance
     (and any cash payments received in respect of promissory
     notes or other non-cash consideration delivered to the
     Borrower in respect of any such issuance), less (without
     duplication) the reasonable fees and expenses (including
     legal fees, consulting fees, accounting fees and brokers'
     and underwriters' commissions paid to third parties which
     are not Affiliates or Subsidiaries of the Borrower or the
     Borrower) incurred in connection with such issuance.

          "New Miracle-Gro" shall have the meaning assigned to
     such term in the Merger Agreement.

          "Note" shall mean (i) any Revolving Credit Note, (ii)
     the Swing Line Note or (iii) any Bid Note, as the context
     shall require; collectively, the "Notes".

          "Obligations" shall mean the unpaid principal of and
     interest on (including, without limitation, interest
     accruing after the maturity of the Loans and interest
     thereon accruing after the filing of any petition in
     bankruptcy, or the commencement of any insolvency,
     reorganization or like proceeding, relating to the Borrower,
     whether or not a claim for post-filing or post-petition
     interest is allowed in such proceeding) the Notes and all
     other obligations and liabilities of the Borrower to the
     Agent or the Lenders, whether direct or indirect, absolute
     or contingent, due or to become due, now existing or
     hereafter incurred, which may arise under, out of, or in
     connection with, this Agreement, the Notes or any other
     document made, delivered or given in connection herewith or
     therewith, whether on account of principal, interest,
     reimbursement obligations, fees, indemnities, costs,
     expenses (including, without limitation, all fees and
     disbursements of counsel to the Agent or any Lender) or
     otherwise.

          "PBGC" shall mean the Pension Benefit Guaranty
     Corporation established pursuant to Subtitle A of Title IV
     of ERISA.

          "Person" shall mean an individual, a partnership, a
     corporation, a limited liability company, a business trust,
     a joint stock company, a trust, an unincorporated
     association, a joint venture, a Governmental Authority or
     any other entity of whatever nature.

          "Plan" shall mean, at any particular time, any employee
     benefit plan which is covered by ERISA and in respect of
     which the Borrower or a Commonly Controlled Entity is (or if
     such plan were terminated at such time, would under Section
     4069 of ERISA be deemed to be) an "employer" as defined in
     Section 3(5) of ERISA.

          "Rating" shall mean the respective rating, actual or
     implied, of each of the Rating Agencies applicable to the
     long-term senior unsecured non-credit enhanced debt of the
     Borrower, as announced by the Rating Agencies from time to
     time; provided, however, that if such a rating is not
     available from Moody's, the rating of Moody's hereunder
     shall be deemed to be the rating of Moody's immediately
     higher than the rating of Moody's applicable to the
     Subordinated Notes, as announced by Moody's from time to
     time.

          "Rating Agencies" shall mean collectively, S&P and
     Moody's.

          "Rating Category" shall mean each of Rating I, Rating
     II, Rating III, Rating IV and Rating V.

          "Rating I, Rating II, Rating III, Rating IV and Rating
     V" shall mean the respective Ratings set forth below:

           Rating
          Category            S&P                 Moody's

          Rating I       greater than or     greater than or
                         equal to BBB+       equal to Baa1

          Rating II      equal to BBB        equal to Baa2

          Rating III     equal to BBB-       equal to Baa3

          Rating IV      equal to BB+        equal to Ba1

          Rating V       equal to BB         equal to Ba2
                         or lower            or lower;

     provided, that (i) if on any day the Ratings of the Rating
     Agencies do not fall in the same Rating Category, and the
     lower of such Ratings is one Rating lower than the higher of
     such Ratings, then the Rating Category of the higher of such
     Ratings shall be applicable for such day, (ii) if on any day
     the Ratings of the Rating Agencies do not fall in the same
     Rating Category, and the lower of such Ratings is more than
     one Rating lower than the higher of such Ratings, then the
     Rating next lower from that of the higher of such Ratings
     shall be used to determine the applicable Rating Category
     for such day, (iii) if on any day the Rating of only one of
     the Rating Agencies is available, then such Rating Category
     shall be applicable for such day and (iv) if on any day a
     Rating is available from neither of the Rating Agencies,
     then Rating V shall be applicable for such day.  Any change
     in the applicable Rating Category resulting from a change in
     the Rating of a Rating Agency shall become effective on the
     date such change is publicly announced by such Rating
     Agency.

          "Reference Lender" shall mean Chemical Bank.

          "Refunded Swing Line Loans" shall have the meaning
     assigned to such term in subsection 2.3(b).

          "Register" shall have the meaning specified in
     subsection 10.6(d).

          "Reimbursement Obligation" shall mean the Borrower's
     obligation to reimburse the Agent on account of the Letters
     of Credit as provided in Section 3.

          "Reincorporation" shall have the meaning assigned to
     such term in the Merger Agreement.

          "Reorganization" shall mean, with respect to any
     Multiemployer Plan, the condition that such Plan is in
     reorganization within the meaning of such term as used in
     Section 4241 of ERISA.

          "Reportable Event" shall mean any of the events set
     forth in Section 4043(b) of ERISA or the regulations
     thereunder (with respect to which the PBGC has not, by
     regulation, waived the 30-day notice requirement).

          "Required Lenders" shall mean, at any time, Lenders,
     the Commitment Percentages of which aggregate in excess of
     50%.

          "Requirement of Law" shall mean, as to any Person, the
     Certificate of Incorporation or Articles of Incorporation,
     as the case may be, and Code of Regulations and/or By-Laws
     or other organizational or governing documents of such
     Person, and any law, treaty, rule or regulation, or
     determination of an arbitrator or a court or other
     Governmental Authority, in each case applicable to or
     binding upon such Person or any of its property or to which
     such Person or any of its property is subject.

          "Responsible Officer" shall mean, as to any Person, the
     Chairman, President or a Vice President of such Person and,
     with respect to financial matters, the Chief Financial
     Officer, the Treasurer or the Controller of such Person.

          "Restatement Date" shall mean the date upon which all
     of the conditions precedent to the effectiveness of this
     Fourth Amended and Restated Credit Agreement contained in
     subsection 5.1 are satisfied or waived by the Agent and each
     of the Lenders.

          "Revolving Credit Commitment" shall mean, as to any
     Lender, the amount set forth opposite its name on Schedule I
     hereto under the heading "Revolving Credit Commitment", as
     such amount may be reduced from time to time in accordance
     with the provisions of subsection 2.8; collectively, as to
     all the Lenders, the "Revolving Credit Commitments".

          "Revolving Credit Commitment Period" shall mean the
     period from and including the Restatement Date to, but not
     including, the Termination Date or such earlier date as the
     Revolving Credit Commitments may terminate as provided
     herein.

          "Revolving Credit Loan" shall mean any Loan made
     pursuant to subsection 2.1; collectively, the "Revolving
     Credit Loans".

          "Revolving Credit Note" shall have the meaning assigned
     to such term in subsection 2.6(e).

          "S&P" shall mean Standard & Poor's Rating Group.

          "Sierra-Sunpol" shall mean Sierra-Sunpol Resins, Inc.,
     a California corporation and an indirect, non-wholly owned
     Subsidiary of the Borrower.

          "Single Employer Plan" shall mean any Plan which is
     covered by Title IV of ERISA but which is not a
     Multiemployer Plan.

          "Standby L/C" and "Standby L/Cs" shall each have the
     meaning specified in subsection 3.1(a).

          "Subordinated Debt" shall mean the Indebtedness of the
     Borrower pursuant to the Subordinated Note Indenture and the
     Subordinated Notes.

          "Subordinated Note Indenture" shall mean the Indenture
     dated as of June 1, 1994 between the Borrower and Chemical
     Bank as Trustee, as supplemented by the First Supplemental
     Indenture dated as of July 12, 1994, the Second Supplemental
     Indenture dated as of September 20, 1994 and the Third
     Supplemental Indenture dated as of September 30, 1994, in
     each case as the same may be amended, supplemented, waived
     or otherwise modified from time to time in accordance with
     the terms of subsection 7.12(b).

          "Subordinated Notes" shall mean the subordinated notes
     of the Borrower issued in the aggregate principal amount of
     $100,000,000 pursuant to the Subordinated Note Indenture.

          "Subsidiary" shall mean, as to any Person, a
     corporation of which shares of stock having ordinary voting
     power (other than stock having such power only by reason of
     the happening of a contingency) to elect a majority of the
     board of directors are at the time owned, or the management
     of which is otherwise controlled, directly, or indirectly,
     through one or more intermediaries, or both, by such Person.
     Unless otherwise qualified, all references to a "Subsidiary"
     or to "Subsidiaries" in this Agreement shall refer to a
     Subsidiary or Subsidiaries of the Borrower.

          "Subsidiary Guarantors" shall mean (a) each Domestic
     Subsidiary of the Borrower (other than Sierra-Sunpol) and
     (b) each Domestic Subsidiary acquired or organized
     subsequent to the Restatement Date.

          "Subsidiaries Guarantee" shall mean the Subsidiaries
     Guarantee dated as of the date hereof, substantially in the
     form of Exhibit E hereto, as the same may be amended,
     modified or supplemented from time to time.

          "Swing Line Commitment" shall mean the obligation of
     Chemical Bank, at any date, to make a Swing Line Loan
     pursuant to subsection 2.3(a) in the amount referred to
     therein.

          "Swing Line Loan Participation Certificate" shall mean
     a certificate, substantially in the form of Exhibit D
     hereto.

          "Swing Line Loans" shall have the meaning assigned to
     such term in subsection 2.3(a).

          "Swing Line Note" shall have the meaning assigned to
     such term in subsection 2.6(e).

          "Termination Date" shall mean the fifth anniversary of
     the Restatement Date or such earlier date upon which the
     Revolving Credit Commitments shall terminate as provided
     herein.

          "Total Capitalization" shall mean, in respect of any
     Person at a particular date, the sum at such date of the
     Total Indebtedness of such Person and the Consolidated Net
     Worth of such Person.

          "Total Indebtedness" shall mean, in respect of any
     Person at a particular date, the sum at such date of (a) the
     aggregate outstanding principal amount of all Indebtedness
     for borrowed money of such Person and (b) all other items
     which would properly be included as indebtedness, determined
     in accordance with GAAP, on a consolidated balance sheet of
     such Person and its Subsidiaries.

          "Trade L/C" shall have the meaning assigned to such
     term in subsection 3.1(a).

          "Trade L/C Exposure" shall mean, at a particular date,
     the sum of (a) the aggregate undrawn and unexpired face
     amount of the Trade L/Cs at such date and (b) the aggregate
     amount of any unpaid Reimbursement Obligations with respect
     to Trade L/Cs at such date (after giving effect to any Loans
     made on such date which are used to reimburse the Agent
     pursuant to subsection 3.5).

          "Transfer Effective Date", with respect to any
     Assignment and Acceptance, shall have the meaning assigned
     to such term in such Assignment and Acceptance.

          "Type" as to any Loan, its nature as an ABR Loan or a
     Eurodollar Loan.

          "Uniform Customs" shall mean the Uniform Customs and
     Practice for Documentary Credits (1993 Revision),
     International Chamber of Commerce Publication No. 500, as
     the same may be amended from time to time; provided,
     however, that in respect of Letters of Credit issued prior
     to January 1, 1994, the term "Uniform Customs" shall mean
     the Uniform Customs and Practice for Documentary Credits
     (1983 Revision), International Chamber of Commerce
     Publication No. 400, as amended.

          2      Other Definitional Provisions.  (a)  All terms defined in
this Agreement shall have the defined meanings when used in the
Notes, in any of the other Loan Documents or in any certificate
or other document made or delivered pursuant hereto or thereto
unless otherwise defined therein.

          (a)    As used herein, in the Notes, in any of the other Loan
Documents, or in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms, to the
extent not otherwise defined in subsection 1.1, shall have the
respective meanings given to them under GAAP.

          (b)    The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement, and section, subsection, schedule and exhibit
references are to this Agreement unless otherwise specified.


2.               AMOUNT AND TERMS OF LOANS

          1      Revolving Credit Commitment.  Subject to and upon the
terms and conditions of this Agreement, each Lender severally
(but not jointly) agrees to make Revolving Credit Loans to the
Borrower from time to time during the Revolving Credit Commitment
Period in an amount not to exceed the Available Commitment;
provided that, after giving effect to the making of such
Revolving Credit Loans, the Aggregate Outstanding Extensions of
Credit will not exceed the Revolving Credit Commitments.  During
the Revolving Credit Commitment Period the Borrower may use the
Revolving Credit Commitments by borrowing, prepaying the
Revolving Credit Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereof.

          2      Procedure for Revolving Credit Borrowing.  (a)  The
Borrower may borrow under the Revolving Credit Commitments during
the Revolving Credit Commitment Period on any Business Day;
provided that the Borrower shall give the Agent irrevocable
notice (1) (which notice must be received by the Agent prior to
11:00 A.M., New York City time) on the requested Borrowing Date,
in the case of ABR Loans, and (2) (which notice must be received
by the Agent prior to 1:00 P.M., New York City time) three
Business Days prior to the requested Borrowing Date, in the case
of Eurodollar Loans, specifying (i) the amount to be borrowed,
(ii) the requested Borrowing Date, (iii) whether the borrowing is
to be an ABR Loan or a Eurodollar Loan or a combination thereof,
and (iv) if the borrowing is to be entirely or partly a
Eurodollar Loan, the amount to be a Eurodollar Loan and the
length of the Interest Period for such Eurodollar Loan.  Each
borrowing by the Borrower pursuant to the Revolving Credit
Commitments shall be in an aggregate principal amount equal to
$5,000,000 or a whole multiple of $2,500,000 in excess thereof.

          (a)    Upon receipt of any notice from the Borrower pursuant to
this subsection 2.2, the Agent shall promptly notify each Lender
thereof.  Each Lender will make the amount of its pro rata share
of each borrowing available to the Agent for the account of the
Borrower at the office of the Agent specified in subsection 10.2
prior to 2:00 P.M., New York City time, on the Borrowing Date
requested by the Borrower in funds immediately available to the
Agent.  Such borrowing will then be made available to the
Borrower by the Agent crediting the account of the Borrower on
the books of such office with the aggregate of the amounts made
available to the Agent by the Lenders and in like funds as
received by the Agent.

          3      Swing Line Commitments.  (a)  Subject to the terms and
conditions hereof, Chemical agrees to make swing line loans
(individually, a "Swing Line Loan"; collectively, the "Swing Line
Loans") to the Borrower from time to time prior to the
Termination Date in an aggregate principal amount not to exceed
$10,000,000 at any one time outstanding, provided that, after
giving effect to the making of such Swing Line Loans, the
Aggregate Outstanding Extensions of Credit will not exceed the
Revolving Credit Commitments.  Amounts borrowed by the Borrower
under this subsection 2.3 may be repaid and, during the Revolving
Credit Commitment Period, reborrowed.  All Swing Line Loans shall
be made as ABR Loans and shall not be entitled to be converted
into Eurodollar Loans.  The Borrower shall give Chemical
irrevocable notice (which notice must be received by Chemical
prior to 1:00 P.M., New York City time) on the requested
borrowing date specifying the amount of each requested Swing Line
Loan, which shall be in an aggregate minimum amount of $250,000
or a whole multiple thereof.  The proceeds of each Swing Line
Loan will be made available by Chemical to the Borrower by
crediting the account of the Borrower designated to Chemical with
such proceeds on the requested Borrowing Date.

          (a)    Chemical, at any time and in its sole and absolute
discretion, may, on behalf of the Borrower (which hereby
irrevocably directs Chemical to act on its behalf), request each
Lender, including Chemical, to make a Revolving Credit Loan in an
amount equal to such Lender's Commitment Percentage of the amount
of the Swing Line Loans (the "Refunded Swing Line Loans")
outstanding on the date such notice is given.  Unless any of the
events described in paragraph (f) of Section 8 shall have
occurred (in which event the procedures of paragraph (c) of this
subsection 2.3 shall apply), each Lender shall make the proceeds
of its Revolving Credit Loan available to Chemical for the
account of Chemical at the office of Chemical prior to 12:00 Noon
(New York City time) in funds immediately available on the
Business Day next succeeding the date such notice is given.  The
proceeds of such Revolving Credit Loans shall be immediately
applied to repay the Refunded Swing Line Loans.

          (b)    If, prior to the making of a Revolving Credit Loan
pursuant to paragraph (b) of subsection 2.3, one of the events
described in paragraph (f) of Section 8 shall have occurred, each
Lender hereby agrees to and will, on the date such Revolving
Credit Loan was to have been made, purchase an undivided
participating interest in the Refunded Swing Line Loan in an
amount equal to its Commitment Percentage of such Refunded Swing
Line Loan.  Each Lender will immediately transfer to Chemical, in
immediately available funds, the amount of its participation and,
upon receipt thereof, Chemical will deliver to such Lender a
Swing Line Loan Participation Certificate dated the date of
receipt of such funds and in such amount.

          (c)    Whenever, at any time after Chemical has received from any
Lender such Lender's participating interest in a Refunded Swing
Line Loan and Chemical receives any payment on account thereof,
Chemical will distribute to such Lender its participating
interest in such amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which
such Lender's participating interest was outstanding and funded)
in like funds as received; provided, however, that in the event
that such payment received by Chemical is required to be
returned, such Lender will return to Chemical any portion thereof
previously distributed by Chemical to it in like funds as such
payment is required to be returned by Chemical.

          4      Participation.  Each Lender's obligation to purchase
participating interests pursuant to paragraph (c) of subsection
2.3 shall be absolute and unconditional and shall not be affected
by any circumstances, including, without limitation, (a) any set-
off, counterclaim, recoupment, defense or other right which such
Lender may have against Chemical, the Borrower or any other
Person for any reason whatsoever; (b) the occurrence or
continuance of an Event of Default; (c) any adverse change in the
condition (financial or otherwise) of the Borrower; (d) any
breach of this Agreement by the Borrower or any other Lender; or
(e) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.  Notwithstanding
the foregoing, no Lender shall have any obligation to purchase
participating interests pursuant to paragraph (c) of subsection
2.3 or to make any Refunded Swing Line Loans in respect of any
Swing Line Loan which was made at any time following receipt by
the Agent of a notice from any Lender specifying that (x) a
Default or Event of Default has occurred and is continuing and
(y) explicitly stating that such Lender will not purchase such
participating interests or make Refunded Swing Line Loans with
respect to Swing Line Loans made after the date of receipt of
such notice, except to the extent that the Agent believes,
reasonably and in good faith, that the facts and circumstances
giving rise to such notice were no longer continuing at the time
that such Swing Line Loan was made or at the time that such
reimbursement is sought.

          5      Bid Loans.  (a)  The Borrower may request one or more
Lenders to make offers to make Bid Loans from time to time on any
Business Day during the period from the Closing Date until the
date seven days prior to the Termination Date in the manner set
forth in this subsection 2.5, provided that, after giving effect
to the making of such Bid Loans, the Aggregate Outstanding
Extensions of Credit will not exceed the aggregate amount of the
Revolving Credit Commitments at such time.  Each Lender may, but
shall have no obligation to, make such offers, and the Borrower
may, but shall have no obligation to, accept any such offers in
the manner set forth herein.

          (b)  (i)  The Borrower may request Bid Loans by
delivering a Bid Loan Request to the Agent, not later than 10:00
A.M. (New York City time) three Business Days prior to the
proposed Borrowing Date (in the case of a LIBOR Bid Loan
Request), and not later than 3:00 P.M. (New York City time) one
Business Day prior to the proposed Borrowing Date (in the case of
a Fixed Rate Bid Loan Request).  Each Bid Loan Request shall
solicit Bid Quotes for Bid Loans in an aggregate principal amount
of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof and for not more than four alternative maturity dates for
such Bid Loans, none of which shall be earlier than seven days
from the respective requested Borrowing Date or later than the
earlier of (A) the date (1) 180 days from the respective
requested Borrowing Date in the case of a Fixed Rate Bid Loan
Request and (2) 6 months from the respective requested Borrowing
Date in the case of a LIBOR Bid Loan Request and (B) the
Termination Date.  Bid Loan Requests may be submitted no more
frequently than once during any period of three successive
Business Days.  The Agent shall promptly notify each Lender by
facsimile transmission of the contents of each Bid Loan Request
received by it.

          (ii)      In the case of a LIBOR Bid Loan Request, upon
receipt of notice from the Agent of the contents of such Bid Loan
Request, any Lender that elects, in its sole discretion, to do
so, may irrevocably offer to make one or more Bid Loans at the
LIBOR Rate plus or minus a margin for each such Bid Loan
determined by such Lender in its sole discretion.  Any such
irrevocable offer shall be made by delivering a Bid Quote to the
Agent, before 2:00 P.M. (New York City time) three Business Days
before the proposed Borrowing Date, setting forth the maximum
amount of Bid Loans for each maturity date which such Lender
would be willing to make (which amount may, subject to subsection
2.1, exceed such Lender's Revolving Credit Commitment) and the
margin above or below the LIBOR Rate at which such Lender is
willing to make each such Bid Loan; the Agent shall advise the
Borrower before 2:30 P.M. (New York City time) three Business
Days before the proposed Borrowing Date, of the contents of each
such Bid Quote received by it.  If the Agent in its capacity as a
Lender shall, in its sole discretion, elect to make any such
offer, it shall advise the Borrower of the contents of its Bid
Quote before 1:45 P.M. (New York City time) three Business Days
before the proposed Borrowing Date.

          (iii)     In the case of a Fixed Rate Bid Loan Request,
upon receipt of notice from the Agent of the contents of such Bid
Loan Request, any Lender that elects, in its sole discretion, to
do so, may irrevocably offer to make one or more Bid Loans at a
rate or rates of interest for each such Bid Loan determined by
such Lender in its sole discretion.  Any such irrevocable offer
shall be made by delivering a Bid Quote to the Agent, before 9:30
A.M. (New York City time) on the proposed Borrowing Date, setting
forth the maximum amount of Bid Loans for each maturity date
which such Lender would be willing to make (which amount may,
subject to subsection 2.1, exceed such Lender's Revolving Credit
Commitment) and the rate or rates of interest therefor; the Agent
shall advise the Borrower before 10:00 A.M. (New York City time)
on the proposed Borrowing Date of the contents of each such Bid
Quote received by it.  If the Agent in its capacity as a Lender
shall, in its sole discretion, elect to make any such offer, it
shall advise the Borrower of the contents of its Bid Quote before
9:15 A.M. (New York City time) on the proposed Borrowing Date.

          (iv)      The Borrower shall before 3:00 P.M. (New York
City time) three Business Days before the proposed Borrowing Date
in the case of a LIBOR Bid Loan Request and before 10:30 A.M.
(New York City time) on the proposed Borrowing Date in the case
of a Fixed Rate Bid Loan Request either, in its absolute
discretion:

          (A)  cancel such Bid Loan Request by giving the Agent
     telephone notice to that effect, or

          (B)  accept one or more of the offers made by any
     Lender or Lenders pursuant to clause (ii) or clause (iii)
     above, as the case may be, by giving telephone notice
     (immediately confirmed by execution and facsimile
     transmission of a Bid Loan Confirmation) to the Agent of the
     amount of Bid Loans to be made by each Lender (which amount
     shall be equal to or less than the maximum amount requested
     to be made, but in each event an amount equal to $5,000,000
     or a integral multiple of $1,000,000 in excess thereof,
     notified to the Borrower by the Agent on behalf of such
     Lender for such Bid Loans pursuant to clause (ii) or clause
     (iii) above, as the case may be), provided that the Borrower
     may not accept offers for Bid Loans in an aggregate
     principal amount in excess of the maximum principal amount
     requested in the related Bid Loan Request.

          (v)       If the Borrower notifies the Agent that a Bid
Loan Request is cancelled pursuant to clause (iv)(A) above, the
Agent shall give prompt telephone notice thereof to the Lenders,
and the Bid Loans requested thereby shall not be made.

          (vi)      If the Borrower accepts one or more of the
offers made by any Lender or Lenders pursuant to clause (iv)(B)
above, the Agent shall as promptly as practicable following
receipt of the Borrower's acceptance, three Business Days before
the proposed Borrowing Date in the case of a LIBOR Bid Loan
Request and on the proposed Borrowing Date in the case of a Fixed
Rate Bid Loan Request, notify each Lender which has made such an
offer of (A) the aggregate amount of such Bid Loans to be made on
such Borrowing Date for each maturity date and (B) the acceptance
or rejection of any offers to make such Bid Loans made by such
Lender.  Each Lender which is to make a Bid Loan shall, before
12:00 Noon (New York City time) on the Borrowing Date specified
in the Bid Loan Request applicable thereto, make available to the
Agent at its office set forth in subsection 10.2 the amount of
such Lender's Bid Loans, in immediately available funds.  The
Agent will make such funds available to the Borrower as soon as
practicable on such date at the Agent's aforesaid address.

          (c)  Within the limits and on the conditions set forth
in this subsection 2.5, the Borrower may from time to time borrow
under this subsection 2.5, repay pursuant to paragraph (d) below,
and reborrow under this subsection 2.5.

          (d)  The Borrower shall repay to the Agent for the
account of each Lender which has made a Bid Loan on the maturity
date of each Bid Loan (such maturity date being that specified by
the Borrower for repayment of such Bid Loan in the related Bid
Loan Request) or such earlier date on which the Bid Loans become
due and payable pursuant to Section 8 the then unpaid principal
amount of such Bid Loan.  The Borrower shall not have the right
to prepay any principal amount of any Bid Loan without the prior
written consent of the applicable Lender then making such Bid
Loan.

          (e)  The Borrower shall pay interest on the unpaid
principal amount of each Bid Loan from the date of such Bid Loan
to the stated maturity date thereof, at the rate of interest for
such Bid Loan determined pursuant to paragraph (b) above
(calculated on the basis of a 360 day year for actual days
elapsed), payable on the Interest Payment Date specified by the
Borrower for such Bid Loan in the related Bid Loan Request.

          6      Repayment of Loans; Evidence of Debt.  (a)  The Borrower
hereby unconditionally promises to pay to the Agent for the
account of each Lender (i) the then unpaid principal amount of
each Revolving Credit Loan of such Lender on the Termination Date
(or such earlier date on which the Revolving Credit Loans become
due and payable pursuant to Section 8), (ii) the then unpaid
principal amount of the Swing Line Loans of the Swing Line Lender
on the Termination Date (or such earlier date on which the Swing
Line Loans become due and payable pursuant to Section 8) and
(iii) the then unpaid principal amount of the Bid Loans pursuant
to subsection 2.5(d).  The Borrower hereby further agrees to pay
interest on the unpaid principal amount of the Loans from time to
time outstanding from the date hereof until payment in full
thereof at the rates per annum, and on the dates, set forth in
subsection 2.12.

          (a)    Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of the
Borrower to such Lender resulting from each Loan of such Lender
from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time under
this Agreement.

          (b)    The Agent shall maintain the Register pursuant to
subsection 10.6(d), and a subaccount therein for each Lender, in
which shall be recorded (i) the amount of each Loan made
hereunder, the Type thereof and each Interest Period applicable
thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) both the amount of any sum received by
the Agent hereunder from the Borrower and each Lender's share
thereof.

          (c)    The entries made in the Register and the accounts of each
Lender maintained pursuant to subsection 2.6(b) shall, to the
extent permitted by applicable law, be prima facie evidence of
the existence and amounts of the obligations of the Borrower
therein recorded; provided, however, that the failure of any
Lender or the Agent to maintain the Register or any such account,
or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest)
the Loans made to such Borrower by such Lender in accordance with
the terms of this Agreement.

          (d)    The Borrower agrees that, upon the request to the Agent by
any Lender, the Borrower will execute and deliver to such Lender
(i) a promissory note of the Borrower evidencing the Revolving
Credit Loans of such Lender, substantially in the form of Exhibit
A, with appropriate insertions as to date and principal amount (a
"Revolving Credit Note"), (ii) in the case of the Swing Line
Lender, a promissory note of the Borrower evidencing the Swing
Line Loans of the Swing Line Lender, substantially in the form of
Exhibit B, with appropriate insertions as to date and principal
amount (the "Swing Line Note") and/or (iii) in the case of Bid
Loans, a promissory note of the Borrower evidencing the Bid Loans
of such Lender, substantially in the form of Exhibit C, with
appropriate insertions as to date, type and principal amount (the
"Bid Note").

          7      Facility Fee.  The Borrower agrees to pay to the Agent,
for the account of each Lender, a facility fee for the period
from and including the Restatement Date to the Termination Date,
calculated as an amount equal to the product of (a) the Facility
Fee Rate and (b) the average daily amount of the Revolving Credit
Commitment of such Lender (regardless of usage) during the period
for which such Facility Fee is calculated, payable quarterly in
arrears on the last day of each March, June, September and
December and on the Termination Date.  Such payments shall
commence on March 31, 1995, and such first payments shall be for
the period from the Restatement Date through March 31, 1995.  The
Borrower also agrees to pay to the Agent the fees described in
the Engagement Letter.

          8      Termination or Reduction of Revolving Credit Commitments.
(a)  Optional.  The Borrower shall have the right, upon not less
than five Business Days' written notice to the Agent to terminate
the Revolving Credit Commitments or, from time to time, reduce
the amount of the Revolving Credit Commitments, provided that (i)
any such reduction shall be accompanied by prepayment of the
Loans made hereunder, together with accrued interest on the
amount so prepaid to the date of such prepayment, to the extent,
if any, that the amount of the Aggregate Outstanding Extensions
of Credit exceed the amount of the Revolving Credit Commitments
as then reduced, (ii) any such termination of the Revolving
Credit Commitments shall be accompanied by (A) prepayment in full
of the Loans then outstanding hereunder, (B) cash
collateralization of all L/C Obligations then outstanding in
accordance with the provisions of subsection 2.11, and (C)
payment of accrued interest thereon to the date of such
prepayment and the payment of any unpaid fees then accrued
hereunder (including, without limitation, in respect of any
Letters of Credit) and (iii) any termination of the Revolving
Credit Commitments while Eurodollar Loans are outstanding under
the Revolving Credit Commitments and any reduction of the
aggregate amount of the Revolving Credit Commitments that reduces
the amount of the Revolving Credit Commitments below the
principal amount of the Eurodollar Loans then outstanding under
the Revolving Credit Commitments may be made only on the last day
of the respective Interest Periods for such Eurodollar Loans.
Upon receipt of such notice, the Agent shall promptly notify each
Lender thereof.  Any such reduction shall be in an amount of
$1,000,000 or a whole multiple of $1,000,000 in excess thereof
and shall reduce permanently the amount of the Revolving Credit
Commitments then in effect.

          (a)    Mandatory.  The Revolving Credit Commitments shall
automatically terminate on the Termination Date and all Loans
shall be repaid and to the extent any Letter of Credit remains
outstanding after the Termination Date, the Borrower shall cash
collateralize such L/C Obligations (and the fees thereon) in
accordance with the provisions of subsection 2.10.

          9      Prepayments.  (a)  Optional.  The Borrower may, (i) at any
time and from time to time prepay the ABR Loans made to it
hereunder, and (ii) on the last day of the Interest Period with
respect thereto, prepay any Eurodollar Loans made to it
hereunder, in each case in whole or in part, without premium or
penalty, upon at least four Business Days' irrevocable notice to
the Agent in the case of Eurodollar Loans and two Business Days'
irrevocable notice to the Agent in the case of ABR Loans,
specifying the date and amount of prepayment and whether the
prepayment is of Eurodollar Loans, ABR Loans or a combination
thereof, and, if a combination thereof, the amount of prepayment
allocable to each.  If such notice is given, the Borrower shall
make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein,
together with accrued interest to such date on the amount
prepaid.  Partial prepayments shall be in an aggregate principal
amount of $1,000,000 or a whole multiple of $500,000 in excess
thereof, provided that unless a Eurodollar Loan is prepaid in
full, no prepayment shall be made in respect of Eurodollar Loans
if, after giving effect to such prepayment, the aggregate
principal amount of Eurodollar Loans outstanding with respect to
which a common Interest Period has been selected shall be less
than $5,000,000.  The Borrower shall not have the right to prepay
any principal amount of any Bid Loan without the prior written
consent of the applicable Lender then making such Bid Loan.

          (a)    Mandatory.  The Borrower, without notice or demand, shall
immediately prepay the Loans to the extent, if any, that the
Aggregate Outstanding Extensions of Credit exceed the Revolving
Credit Commitments then in effect, together with accrued interest
to the date of such prepayment on the amount so prepaid.  In the
event that, after giving effect to any such prepayment, the L/C
Obligations then outstanding exceed the Revolving Credit
Commitments then in effect, the Borrower will cash collateralize
such L/C Obligations (and the fees thereon) in accordance with
the provisions of subsection 2.10.

          10     Cash Collateralization of Letters of Credit.  To the
extent that at any time and from time to time, the L/C
Obligations exceed the amount of the Revolving Credit Commitments
(whether pursuant to subsections 2.8, 2.9 or otherwise), the
Borrower shall cash collateralize (in a manner reasonably
satisfactory to the Agent) such portion of the L/C Obligations
(and the fees thereon through the stated expiration date of the
Letters of Credit giving rise to such L/C Obligations) which is
in excess of the Revolving Credit Commitments.

          11     Conversion Options.  (a)  The Borrower may elect from time
to time to convert Eurodollar Loans to ABR Loans, and may elect
from time to time to convert ABR Loans to Eurodollar Loans, by
giving the Agent at least three Business Days' prior irrevocable
written notice of such election to convert (which date shall be a
Business Day and in the case of any conversion of any Eurodollar
Loans to ABR Loans, the last day of an Interest Period therefor),
the amount and type of conversion and, in the case of any
conversion of ABR Loans to Eurodollar Loans, the Interest Period
selected with respect thereto; provided, however, that (i) ABR
Loans may not be converted to Eurodollar Loans when any Default
or Event of Default has occurred and is continuing and (ii) Swing
Line Loans may not, at any time, be converted to Eurodollar
Loans.  All or any part of outstanding Eurodollar Loans or ABR
Loans may be converted as provided herein, provided that partial
conversions of Eurodollar Loans to ABR Loans shall be in an
aggregate principal amount of $2,500,000 or a whole multiple
thereof and partial conversions of ABR Loans to Eurodollar Loans
with respect to which a common Interest Period has been selected
shall be in an aggregate principal amount of $5,000,000 or a
whole multiple of $2,500,000 in excess thereof, and provided,
further, that in the case of a partial conversion of Eurodollar
Loans to ABR Loans, after giving effect to such conversion, the
aggregate principal amount of the Eurodollar Loans outstanding
with respect to which a common Interest Period has been selected
shall be not less than $5,000,000.

          (a)    Any Eurodollar Loans may be continued as such upon the
expiration of an Interest Period by compliance by the Borrower
with the notice provisions contained in the definition of
Interest Period, provided that no Eurodollar Loan may be
continued as such when any Default or Event of Default has
occurred and is continuing, but shall be automatically converted
to an ABR Loan on the last day of the last Interest Period for
which a Eurodollar Rate was determined by the Agent on or prior
to the Agent's obtaining knowledge of such Default or Event of
Default.

          12     Interest Rate and Payment Dates.  (a)  Each Eurodollar
Loan shall bear interest for each day during each Interest Period
with respect thereto at a rate per annum equal to the Eurodollar
Rate determined for such Interest Period plus the Applicable
Margin.

          (a)    Each ABR Loan shall bear interest for the period from and
including the date thereof until maturity at a rate per annum
equal to the ABR plus the Applicable Margin.

          (b)    If all or a portion of (i) the principal amount of any
Loan, (ii) any interest payable thereon or (iii) any facility
fee, commission or other amount payable hereunder shall not be
paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per
annum which is (x) in the case of overdue principal, the higher
of (A) the rate that would otherwise be applicable thereto
pursuant to the foregoing provisions of this subsection plus 2%
and (B) the rate described in paragraph (b) of this subsection
plus 2% or (y) in the case of overdue interest, facility fees,
commissions or other amounts, the rate described in paragraph (b)
of this subsection plus 2%, in each case from the date of such
non-payment until such amount is paid in full (as well after as
before judgment).

          (c)       Each Bid Loan shall bear interest as provided in
subsection 2.5.

          (d)    Interest shall be payable in arrears on each Interest
Payment Date, except that interest payable pursuant to subsection
2.12(c) shall be payable upon demand.

          13     Computation of Interest and Fees.  (a)  Facility fees and
interest in respect of the ABR Loans shall be calculated on the
basis of a 365 (or 366, as the case may be) day year for the
actual days elapsed.  Interest in respect of the Eurodollar Loans
and letter of credit commissions shall be calculated on the basis
of a 360-day year for the actual days elapsed.  The Agent shall
as soon as practicable notify the Borrower and the Lenders of
each determination of a Eurodollar Rate.  Any change in the
interest rate on a Loan resulting from a change in the ABR shall
become effective as of the opening of business on the day on
which such change in the ABR shall become effective.

          (a)    Each determination of an interest rate by the Agent
pursuant to any provision of this Agreement shall be conclusive
and binding on the Borrower absent manifest error.

          14     Inability to Determine Interest Rate.   In the event that
the Reference Lender shall have reasonably determined (which
determination shall be conclusive and binding upon the Borrower)
that by reason of circumstances affecting the interbank
eurodollar market, adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate applicable pursuant to
subsection 2.12(a) for any Interest Period with respect to (a) a
proposed Loan that the Borrower has requested be made as a
Eurodollar Loan or LIBOR Bid Loan, (b) a Eurodollar Loan that
will result from the requested conversion of an ABR Loan into a
Eurodollar Loan or (c) the continuation of Eurodollar Loans
beyond the expiration of the then current Interest Period with
respect thereto, the Agent shall forthwith give telecopy or
telephonic notice of such determination, confirmed in writing, to
the Borrower and the Lenders at least one Business Day prior to,
as the case may be, the requested Borrowing Date for such
Eurodollar Loan or LIBOR Bid Loan, the conversion date of such
ABR Loan or the last day of such Interest Period.  If such notice
is given (i) any requested Eurodollar Loan shall be made as an
ABR Loan and any requested LIBOR Bid Loan shall be made as Fixed
Rate Bid Loans based upon the ABR, (ii) any ABR Loan that was to
have been converted to a Eurodollar Loan shall be continued as an
ABR Loan and (iii) any outstanding Eurodollar Loan shall be
converted, on the last day of the then current Interest Period
with respect thereto, to an ABR Loan.  Until such notice has been
withdrawn by the Agent, no further Eurodollar Loans or LIBOR Bid
Loans shall be made nor shall the Borrower have the right to
convert an ABR Loan to a Eurodollar Loan.  Such notice shall be
withdrawn by the Agent when the Agent shall reasonably determine
that adequate and reasonable means exist for ascertaining the
Eurodollar Rate.

          15     Pro Rata Treatment and Payments.  (a)  Each borrowing by
the Borrower from the Lenders hereunder, each payment by the
Borrower on account of any facility fee hereunder and any
reduction of the Revolving Credit Commitments of the Lenders
shall be made pro rata according to the respective Commitment
Percentages of the Lenders.  Each payment (including each
prepayment) by the Borrower on account of principal of and
interest on the Loans shall be made pro rata according to the
respective outstanding principal amounts of such Loans then held
by the Lenders.  All payments (including prepayments) to be made
by the Borrower hereunder, whether on account of principal,
interest, fees or otherwise, shall be made without set off or
counterclaim and shall be made prior to 12:00 Noon, New York City
time, on the due date thereof to the Agent, for the account of
the Lenders, at the Agent's office specified in subsection 10.2,
in Dollars and in immediately available funds.  The Agent shall
distribute such payments to the Lenders promptly upon receipt in
like funds as received.  If any payment hereunder (other than
payments on the Eurodollar Loans) becomes due and payable on a
day other than a Business Day, such payment shall be extended to
the next succeeding Business Day and such extension of time shall
in such case be included in the computation of the amount payable
hereunder.  If any payment on a Eurodollar Loan becomes due and
payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the
result of such extension would be to extend such payment into
another calendar month, in which event such payment shall be made
on the immediately preceding Business Day.

          (a)    Unless the Agent shall have been notified in writing by
any Lender prior to a Borrowing Date that such Lender will not
make the amount that would constitute its Commitment Percentage
of the borrowing on such date available to the Agent, the Agent
may assume that such Lender has made such amount available to the
Agent on such Borrowing Date, and the Agent may, in reliance upon
such assumption, make available to the Borrower a corresponding
amount.  If such amount is made available to the Agent on a date
after such Borrowing Date, such Lender shall pay to the Agent on
demand an amount equal to the product of (i) the daily average
Federal funds rate during such period as quoted by the Agent,
times (ii) the amount of such Lender's Commitment Percentage of
such borrowing, times (iii) a fraction the numerator of which is
the number of days that elapse from and including such Borrowing
Date to the date on which such Lender's Commitment Percentage of
such borrowing shall have become immediately available to the
Agent and the denominator of which is 360 (the "Effective Federal
Funds Rate").  A certificate of the Agent submitted to any Lender
with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error.  If such amount is
so made available, such payment to the Agent shall constitute
such Lender's Loan on such Borrowing Date for all purposes of
this Agreement.  If such amount is not so made available to the
Agent, then the Agent shall notify the Borrower of such failure
and on the fourth Business Day following such Borrowing Date, the
Borrower shall pay to the Agent such ratable portion, together
with interest thereon for each day that the Borrower had the use
of such ratable portion, at the Effective Federal Funds Rate.
Nothing contained in this subsection 2.15(b) shall relieve any
Lender which has failed to make available its ratable portion of
any borrowing hereunder from its obligation to do so in
accordance with the terms hereof.

          (b)    The failure of any Lender to make the Loan to be made by
it on any Borrowing Date shall not relieve any other Lender of
its obligation, if any, hereunder to make its Loan on such
Borrowing Date, but no Lender shall be responsible for the
failure of any other Lender to make the Loan to be made by such
other Lender on such Borrowing Date.

          16     Illegality.  Notwithstanding any other provisions herein,
if any introduction of or change in any law, regulation, treaty
or directive or in the interpretation or application thereof
occurring after the date hereof shall make it unlawful for any
Lender to make or maintain Eurodollar Loans or LIBOR Bid Loans as
contemplated by this Agreement, (a) such Lender shall forthwith
give telecopy or telephonic notice of such circumstances,
confirmed in writing, to the Borrower (which notice shall be
withdrawn by such Lender when such Lender shall reasonably
determine that it shall no longer be illegal for such Lender to
make or maintain Eurodollar Loans or LIBOR Bid Loans or to
convert ABR Loans to Eurodollar Loans), (b) the commitment of
such Lender hereunder to make Eurodollar Loans or to convert ABR
Loans to Eurodollar Loans shall forthwith be cancelled and (c)
such Lender's Loans then outstanding as Eurodollar Loans or LIBOR
Bid Loans, if any, shall be converted automatically to ABR Loans
or Fixed Rate Bid Loans based upon the ABR on the respective last
days of the then current Interest Periods with respect to such
Loans or within such earlier period as may be required by law.
The Borrower hereby agrees promptly to pay the Agent for the
account of each Lender, upon demand by the Agent, any additional
amounts necessary to compensate the Lenders for any costs
incurred by the Lenders in making any conversion in accordance
with this subsection 2.16, including, but not limited to, any
interest or fees payable by the Lenders to lenders of funds
obtained by them in order to make or maintain their Eurodollar
Loans or LIBOR Bid Loans hereunder (the Agent's notice of such
costs, as certified to the Borrower, to be conclusive, absent
manifest error).

          17     Requirements of Law.  (a)  In the event that any
introduction of or change in any law, regulation, treaty or
directive or in the interpretation or application thereof
occurring after the date hereof or compliance by any Lender with
any request or directive (whether or not having the force of law)
from any central bank or other governmental authority, agency or
instrumentality:

          (i)       shall subject such Lender to any tax of any kind,
     whatsoever with respect to this Agreement, any Note, any Letter
     of Credit, any Application or any Loan made hereunder, or change
     the basis of taxation of payments to such Lender of principal,
     facility fee, interest or any other amount payable hereunder
     (other than withholding tax imposed by the United States of
     America and other than any other tax of any kind whatsoever that
     is measured with respect to the overall net income of such Lender
     or of a lending office of such Lender, and that is imposed by the
     United States of America, or by the jurisdiction in which such
     Lender is organized or has its principal office (or any political
     subdivision or taxing authority thereof or therein), or by the
     jurisdiction in which such Lender is managed and controlled (or
     any political subdivision or taxing authority thereof or therein)
     or by the jurisdiction in which such Lender has its Eurodollar
     lending office (or any political subdivision or taxing authority
     thereof or therein)), or

         (ii)      shall impose, modify or hold applicable any reserve,
     special deposit, compulsory loan or similar requirement against
     assets held by, or deposits or other liabilities in or for the
     account of, advances or loans by, or other credit extended by, or
     any other acquisition of funds by, any office of such Lender
     which are not otherwise included in the determination of the
     Eurodollar Rate hereunder or the interest rate applicable to any
     Bid Loan hereunder, or

        (iii)       shall impose on such Lender or the eurodollar  market
     any other condition;

and the result of any of the foregoing is to increase the cost to
such Lender (which increase in cost shall be the result of such
Lender's reasonable allocation of the aggregate of such cost
increases resulting from such events), of making, renewing or
maintaining Eurodollar Loans or Bid Loans or issuing or
participating in Letters of Credit or to reduce any amount
receivable thereunder then, in any such case, the Borrower shall,
upon notice to it from such Lender (with a copy to the Agent)
certifying that (x) one of the events described in this
subsection 2.17(a) has occurred and the nature of such event, (y)
the increased cost or reduced amount resulting from such event
and (z) the additional amounts demanded by such Lender and a
reasonably detailed explanation of the calculation thereof,
promptly pay to the Agent for the account of the applicable
Lender, upon demand by the Agent, without duplication, any
additional amounts necessary to compensate such Lender for such
increased cost or reduced amount receivable which such Lender
deems to be material as determined in good faith by such Lender
with respect to this Agreement or the Loans made hereunder,
provided that, in any such case, the Borrower may elect to
convert the Eurodollar Loans made hereunder to ABR Loans by
giving such Lender and the Agent at least one Business Day's
prior irrevocable notice of such election in which case the
Borrower shall promptly pay the Agent for the account of the
applicable Lender, upon demand by the Agent, without duplication,
any loss or expense incurred by such Lender in liquidating or
re-employing the deposits from which the funds were obtained by
such Lender for the purpose of making and/or maintaining such
Eurodollar Loans.  If such Lender becomes entitled to claim any
additional amounts pursuant to this subsection, it shall promptly
notify the Borrower of the event by reason of which it has become
so entitled.

          (b)    In the event that any Lender shall have determined that
any change in any Requirement of Law regarding capital adequacy
or in the interpretation or application thereof or compliance by
such Lender or any corporation controlling such Lender with any
request or directive regarding capital adequacy (whether or not
having the force of law) from any Governmental Authority made
subsequent to the date hereof does or shall have the effect of
reducing the rate of return on such Lender's or such
corporation's capital as a consequence of its obligations
hereunder or under any Letters of Credit to a level below that
which such Lender or such corporation could have achieved but for
such change or compliance (taking into consideration such
Lender's or such corporation's policies with respect to capital
adequacy) by an amount deemed by such Lender to be material, then
from time to time, within 15 days after submission by such Lender
to the Borrower (with a copy to the Agent) of a written request
therefor certifying that (x) one of the events described in this
subsection 2.17(b) has occurred and the nature of such event, (y)
the increased cost or reduced amount resulting from such event
and (x) the additional amounts demanded by such Lender and a
reasonably detailed explanation of the calculation thereof, the
Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender for such reduction.

          (c)    A certificate as to any additional amounts payable
pursuant to paragraphs (a) and (b) above submitted by any Lender
to the Borrower shall be conclusive absent manifest error.

          18     Indemnity.  The Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which
such Lender may sustain or incur as a consequence of (a) default
by the Borrower in payment of the principal amount of or interest
on any Eurodollar Loans or Bid Loan, including, but not limited
to, any such loss or expense arising from interest or fees
payable by such Lender to lenders of funds obtained by them in
order to maintain their Eurodollar Loans hereunder, (b) default
by the Borrower in making a Eurodollar Loan or conversion after
the Borrower has given a notice in accordance with subsection 2.2
or 2.11, (c) default by the Borrower in making a borrowing or
conversion after the Borrower has given (or is deemed to have
given) a notice in accordance with subsection 2.5 (so long as the
Borrower shall have accepted a Bid Loan offered in connection
with any such notice), (d) default by the Borrower in making any
prepayment of a Eurodollar Loan after the Borrower has given a
notice in accordance with subsection 2.8, and (e) the making of
any payment or conversion of Eurodollar Loans, LIBOR Bid Loans or
Fixed Rate Bid Loans on a day which is not the last day of the
applicable Interest Period with respect thereto, including, but
not limited to, any such loss or expense arising from interest or
fees payable by the Lenders to lenders of funds obtained by them
in order to maintain their Eurodollar Loans hereunder.  This
covenant shall survive termination of this Agreement and payment
of the outstanding Notes.

          19     Use of Proceeds.  The proceeds of the Loans shall be used
by the Borrower (i) for the repayment in full of the revolving
credit loans and term loans under the Existing Credit Agreement
and the payment in full of any and all other amounts owing to the
Existing Banks under the Existing Credit Agreement, (ii) for the
issuance of Letters of Credit, (ii) for working capital and other
general corporate purposes of the Borrower and its Subsidiaries,
including, without limitation, stock repurchases in accordance
with subsection 7.5 and (iii) for acquisitions in accordance with
the terms and provisions of subsections 7.4(c) and 7.4(d).

3.               LETTER OF CREDIT FACILITIES

          1      L/C Commitment.  (a)  Subject to the terms and conditions
hereof, the Issuing Lender, in reliance on the agreements of the
other Lenders set forth in subsection 3.4(a), agrees to issue
letters of credit ("Letters of Credit") for the account of the
Borrower on any Business Day during the Revolving Credit
Commitment Period in such form as may be approved from time to
time by the Issuing Lender; provided that the Issuing Lender
shall not have any obligation to issue any Letter of Credit if,
after giving effect to such issuance, (i) the L/C Obligations
would exceed the L/C Commitment or (ii) the Aggregate Outstanding
Extensions of Credit would exceed the Revolving Credit
Commitments.  Each Letter of Credit shall (i) be denominated in
Dollars, (ii) be either (x) a standby letter of credit issued to
support obligations of the Borrower, contingent or otherwise,
with an expiry date occurring not later than 360 days after such
standby letter of credit was issued (a "Standby L/C") or (y) a
documentary letter of credit in respect of the purchase of goods
or services by the Borrower and its Subsidiaries in the ordinary
course of business with an expiry date occurring not later than
180 days after such documentary letter of credit was issued and,
in the case of any such documentary letter of credit which is to
be accepted by the Issuing Lender pending payment at a date after
presentation of sight drafts, with a payment date no more than
180 days after such drafts were presented for acceptance (a
"Trade L/C") and (iii) expire no later than the Termination Date.

          (a)    Each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws
of the State of New York.

          (b)    The Issuing Lender shall at no time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict
with, or cause the Issuing Lender or any L/C Participant to
exceed any limits imposed by, any applicable Requirement of Law.

          (c)    Notwithstanding anything to the contrary contained herein,
each Letter of Credit outstanding under the Existing Credit
Agreement on the date hereof shall be deemed to be issued and
outstanding under this Agreement.

          2      Procedure for Issuance of Letters of Credit.  The Borrower
may from time to time request that the Issuing Lender issue a
Letter of Credit by delivering to the Issuing Lender (with a copy
to the Agent) at its address for notices specified herein an
Application therefor, completed to the satisfaction of the
Issuing Lender, and such other certificates, documents and other
papers and information as the Issuing Lender may reasonably
request.  Upon receipt of any Application, the Issuing Lender
will process such Application and the certificates, documents and
other papers and information delivered to it in connection
therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no
event shall the Issuing Lender be required to issue any Letter of
Credit earlier than five Business Days after its receipt of the
Application therefor and all such other certificates, documents
and other papers and information relating thereto) by issuing the
original of such Letter of Credit to the beneficiary thereof or
as otherwise may be agreed by the Issuing Lender and the
Borrower.  The Issuing Lender shall furnish a copy of such Letter
of Credit to the Borrower and to the Agent promptly following the
issuance thereof.

          3      Fees, Commissions and Other Charges.  (a)  The Borrower
shall pay to the Agent, for the ratable account of the Issuing
Lender and the L/C Participants, a letter of credit commission
with respect to each Trade L/C issued by the Issuing Lender (i)
in an amount equal to 1/4 of 1% of the face amount of each such
Letter of Credit which is payable upon presentation of sight
drafts (plus an additional 1/4 of 1% which shall be payable for
the account of the Issuing Lender) and (ii) in an amount equal to
the product of, on the date on which such commission is
calculated, (A) the rate equal to the Applicable Margin in
respect of Eurodollar Rate Loans and (B) the aggregate amount
available to be drawn under each Letter of Credit in respect of
which a draft is to be accepted by the Issuing Lender pending
payment thereon at a later date (plus an additional 1/4 of 1% per
annum which shall be payable for the account of the Issuing
Lender).  Such letter of credit commissions shall be payable in
arrears on the last day of each March, June, September and
December and shall be nonrefundable.

          (a)    The Borrower shall pay to the Agent, for the ratable
account of the Issuing Lender and the L/C Participants, a letter
of credit commission with respect to each Standby Letter of
Credit issued by the Issuing Lender, computed for the period from
the date of such payment to the date upon which the next such
payment is due hereunder in an amount equal to the product of (i)
the rate equal to the Applicable Margin in respect of Eurodollar
Rate Loans in effect on the date on which such commission is
calculated and (ii) the aggregate amount available to be drawn
under such Standby Letter of Credit on the date on which such
commission is calculated.  The Borrower shall also pay to the
Agent, for the account of the Issuing Lender, an additional 1/4
of 1% per annum of the aggregate amount available to be drawn
under such Standby Letter of Credit on the date on which such fee
is calculated.  Such letter of credit commissions shall be
payable in arrears on the last day of each March, June, September
and December and shall be nonrefundable.

          (b)    In addition to the foregoing fees and commissions, the
Borrower shall pay or reimburse the Issuing Lender for such
normal and customary costs and expenses as are incurred or
charged by the Issuing Lender in issuing, effecting payment
under, amending or otherwise administering any Letter of Credit
issued by it.

          (c)    The Agent shall, promptly following its receipt thereof,
distribute to the Issuing Lender and the L/C Participants all
fees and commissions received by the Agent for their respective
accounts pursuant to this subsection 3.3.

          4      L/C Participation.  (a)  The Issuing Lender irrevocably
agrees to grant and hereby grants to each L/C Participant, and,
to induce the Issuing Lender to issue Letters of Credit
hereunder, each L/C Participant irrevocably agrees to accept and
purchase and hereby accepts and purchases from the Issuing
Lender, on the terms and conditions hereinafter stated, for such
L/C Participant's own account and risk an undivided interest
equal to such L/C Participant's Commitment Percentage in the
Issuing Lender's obligations and rights under each Letter of
Credit issued hereunder and the amount of each draft paid by the
Issuing Lender thereunder.  Each L/C Participant unconditionally
and irrevocably agrees with the Issuing Lender that, if a draft
is paid under any Letter of Credit for which the Issuing Lender
is not reimbursed in full by the Borrower in accordance with the
terms of this Agreement, such L/C Participant shall pay to the
Issuing Lender upon demand at the Issuing Lender's address for
notices specified herein an amount equal to such L/C
Participant's Commitment Percentage of the amount of such draft,
or any part thereof, which is not so reimbursed.

          (a)    If any amount required to be paid by any L/C Participant
to the Issuing Lender pursuant to subsection 3.4(a) in respect of
any unreimbursed portion of any payment made by the Issuing
Lender under any Letter of Credit is not paid to the Issuing
Lender within three Business Days after the date such payment is
due, such L/C Participant shall pay to the Issuing Lender on
demand an amount equal to the product of (i) such amount, times
(ii) the daily average Federal funds rate, as quoted by the
Issuing Lender, during the period from and including the date
such payment is required to the date on which such payment is
immediately available to the Issuing Lender, times (iii) a
fraction the numerator of which is the number of days that elapse
during such period and the denominator of which is 360.  If any
such amount required to be paid by any L/C Participant pursuant
to subsection 3.4(a) is not in fact made available to the Issuing
Lender by such L/C Participant within three Business Days after
the date such payment is due, the Issuing Lender shall be
entitled to recover from such L/C Participant, on demand, such
amount with interest thereon calculated from such due date at the
rate per annum applicable to ABR Loans hereunder.  A certificate
of the Issuing Lender submitted to any L/C Participant with
respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error.

          (b)    Whenever, at any time after the Issuing Lender has made
payment under any Letter of Credit and has received from any L/C
Participant its pro rata share of such payment in accordance with
subsection 3.4(a), the Issuing Lender receives any payment
related to such Letter of Credit (whether directly from the
Borrower or otherwise), or any payment of interest on account
thereof, the Issuing Lender will distribute to such L/C
Participant its pro rata share thereof; provided, however, that
in the event that any such payment received by the Issuing Lender
shall be required to be returned by the Issuing Lender, such L/C
Participant shall return to the Issuing Lender the portion
thereof previously distributed by the Issuing Lender to it.

          5      Reimbursement Obligation of the Borrower.  The Borrower
agrees to reimburse the Issuing Lender on each date on which the
Issuing Lender notifies the Borrower of the date and amount of a
draft presented under any Letter of Credit and paid by the
Issuing Lender for the amount of (a) such draft so paid and (b)
any taxes, fees, charges or other costs or expenses incurred by
the Issuing Lender in connection with such payment; provided that
upon the acceleration of such reimbursement obligations in
accordance with Section 8, the Borrower agrees to reimburse the
Issuing Lender for the amount equal to the then maximum liability
(whether direct or contingent) of the Issuing Lender and the L/C
Participants under each Letter of Credit.  Each such payment
shall be made to the Issuing Lender at its address for notices
specified herein in lawful money of the United States of America
and in immediately available funds.  Interest shall be payable on
any and all amounts remaining unpaid by the Borrower under this
subsection from the date such amounts become payable (whether at
stated maturity, by acceleration or otherwise) until payment in
full at the rate which would be payable on any outstanding ABR
Loans which were then overdue.

          6      Obligations Absolute.  The Borrower's obligations under
this Section 3 shall be absolute and unconditional under any and
all circumstances and irrespective of any set-off, counterclaim
or defense to payment which the Borrower may have or have had
against the Issuing Lender or any beneficiary of a Letter of
Credit.  The Borrower also agrees with the Issuing Lender that
the Issuing Lender shall not be responsible for, and the
Borrower's Reimbursement Obligations under subsection 3.5 shall
not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even
though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the
Borrower and any beneficiary of any Letter of Credit or any other
party to which such Letter of Credit may be transferred or any
claims whatsoever of the Borrower against any beneficiary of such
Letter of Credit or any such transferee.  The Issuing Lender
shall not be liable for any error, omission, interruption or
delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of
Credit issued by it, except for errors or omissions caused by the
Issuing Lender's gross negligence or willful misconduct.  The
Borrower agrees that any action taken or omitted by the Issuing
Lender under or in connection with any Letter of Credit issued by
it or the related drafts or documents, if done in the absence of
gross negligence or willful misconduct and in accordance with the
standards or care specified in the Uniform Commercial Code of the
State of New York, shall be binding on the Borrower and shall not
result in any liability of the Issuing Lender to the Borrower.

          7      Increased Costs.  If the adoption of or any change in any
law or regulation or in the interpretation thereof by any court
or administrative or Governmental Authority charged with the
administration thereof shall either (i) impose, modify or deem
applicable any reserve, special deposit or similar requirement
against letters of credit issued by the Issuing Lender or
participated in by the Lenders or (ii) impose on any Lender any
other condition regarding any Letter of Credit, and the result of
any event referred to in clauses (i) or (ii) above shall be to
increase the cost to the Issuing Lender or any Lender of issuing
or maintaining such Letter of Credit (or its participation
therein, as the case may be) (which increase in cost shall be the
result of the Issuing Lender's or such Lender's reasonable
allocation of the aggregate of such cost increases resulting from
such events), then, upon notice to it from the Issuing Lender or
such Lender (with a copy to the Agent) certifying that (x) one of
the events hereinabove described has occurred and the nature of
such event, (y) the increased cost or reduced amount resulting
from such event and (z) the additional amounts demanded by the
Issuing Lender or such Lender, as the case may be, and a
reasonably detailed explanation of the calculation thereof, the
Borrower shall immediately pay to such Issuing Lender or such
Lender, as the case may be, from time to time as specified by the
Agent or such Lender, additional amounts which shall be
sufficient to compensate such Issuing Lender or such Lender for
such increased cost, together with interest on each such amount
from the date demanded until payment in full thereof at the rate
provided in subsection 3.3.  A certificate as to the fact and
amount of such increased cost incurred by the Issuing Lender or
such Lender as a result of any event mentioned in clauses (i) or
(ii) above, submitted by the Issuing Lender or such Lender to the
Borrower, shall be conclusive, absent manifest error.

          8      Letter of Credit Payments.  If any draft shall be
presented for payment under any Letter of Credit, the Issuing
Lender shall promptly notify the Borrower and the Agent of the
date and amount thereof.  The responsibility of the Issuing
Lender to the Borrower in connection with any draft presented for
payment under any Letter of Credit shall, in addition to any
payment obligation expressly provided for in such Letter of
Credit, be limited to determining that the documents (including
each draft) delivered under such Letter of Credit in connection
with such presentment are in conformity with such Letter of
Credit.

          9      Application.  To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with
the provisions of this Agreement, the provisions of this
Agreement shall apply.

          10     Purpose of the Letters of Credit.  The Letters of Credit
shall be used for any lawful purposes requested by the Borrower.


4.               REPRESENTATIONS AND WARRANTIES

          In order to induce the Lenders and the Agent to enter
into this Agreement and to make the Loans and issue or
participate in the Letters of Credit herein provided for, the
Borrower hereby represents and warrants to the Agent and to each
Lender that:

          1      Financial Condition.  The consolidated balance sheet of
the Borrower and its consolidated Subsidiaries as at September
30, 1994 and the related consolidated statements of income and of
cash flows for the fiscal year ended on such date, reported on by
Coopers & Lybrand, L.L.P., copies of which have heretofore been
delivered to each of the Lenders, are complete and correct and
present fairly the consolidated financial condition of the
Borrower and its consolidated Subsidiaries as at such date, and
the consolidated results of their operations and their
consolidated cash flows for the fiscal year then ended.  The
unaudited interim consolidated balance sheet of the Borrower and
its Subsidiaries as at December 31, 1994, and the related
unaudited interim consolidated statements of income and of cash
flows for the three month period ended on such date, certified by
a Responsible Officer, copies of which have heretofore been
furnished to each Lender, are complete and correct in all
material respects and present fairly the consolidated financial
condition of the Borrower and its consolidated Subsidiaries as at
such date, and the consolidated results of their operations and
their cash flows for the three-month period then ended (subject
to normal year-end audit adjustments).  All such financial
statements, including the related schedules and notes thereto,
have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by such
accountants, as the case may be, and as disclosed therein).
Neither the Borrower nor any of its consolidated Subsidiaries
had, at the date of the most recent balance sheet referred to
above, any material obligation, contingent liability or liability
for taxes, or any long-term lease or unusual forward or long-term
commitment, including without limitation, any interest rate or
foreign currency swap or exchange transaction, which is not
reflected in the foregoing statements or in the notes thereto.
Since December 31, 1994, there has been no development or event
which has had or could reasonably be expected to have a Material
Adverse Effect.

          2      Corporate Existence; Compliance with Law.  Each  of the
Borrower and its Material Subsidiaries (a) is duly organized,
validly existing and in good standing under the laws of the
jurisdiction of its incorporation, (b) has the corporate power
and authority and the legal right to own and operate its
property, to lease the property it leases and to conduct the
business in which it is currently engaged, (c) is duly qualified
as a foreign corporation and in good standing under the laws of
any jurisdiction where its ownership, lease or operation of
property or the conduct or proposed conduct of its business
requires such qualification, except where the failure to so
qualify could not, in any instance or in the aggregate,
reasonably be expected to have a Material Adverse Effect and (d)
is in compliance with all material Requirements of Law applicable
to it or its business.

          3      Corporate Power; Authorization; Enforceable Obligations.
Each of the Borrower and its Subsidiaries has the corporate power
and authority and the legal right to make, deliver and perform
this Agreement and the other Loan Documents to which it is a
party and to borrow hereunder (in the case of the Borrower) and
has taken all corporate action necessary to be taken by it to
authorize such actions.  No consent, waiver or authorization of,
filing with, or other act by or in respect of, any Governmental
Authority or any other Person is required to be made or obtained
by the Borrower or its Subsidiaries in connection with the
borrowings hereunder or the execution, delivery, performance,
validity or enforceability of this Agreement and the other Loan
Documents to which it is a party.  This Agreement constitutes,
and the other Loan Documents to which the Borrower or any
Subsidiary is a party when executed and delivered hereunder will
constitute, a legal, valid and binding obligation of the Borrower
and such Subsidiary, enforceable against the Borrower and such
Subsidiary in accordance with their respective terms, except as
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by
proceedings in equity or at law).

          4      No Legal Bar.  The execution, delivery and performance of
this Agreement and the other Loan Documents, the borrowings
hereunder and the use of the proceeds thereof do not and will not
violate any usury law applicable to the Borrower or any other
Requirement of Law or Contractual Obligation of the Borrower or
any of its Material Subsidiaries and do not and will not result
in, or require, the creation or imposition of any Lien on any of
its or their respective properties or revenues pursuant to any
such Requirement of Law or Contractual Obligation which could
reasonably be expected to have a Material Adverse Effect.

          5      No Material Litigation.  No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority
is pending or, to the best knowledge of the Borrower, threatened
by or against the Borrower or any of its Subsidiaries or against
any of its or their respective properties or revenues (a) with
respect to this Agreement, any of the other Loan Documents or any
of the transactions contemplated hereby or thereby except as set
forth on Schedule 4.5 or (b) which could reasonably be expected
to have a Material Adverse Effect.

          6      Federal Regulations.  No part of the proceeds of any Loans
will be used for (i) any purpose which violates, or which would
be inconsistent with, the provisions of the Regulations of the
Board of Governors of the Federal Reserve System as now and from
time to time hereafter in effect, and if deemed necessary in the
reasonable judgment of the Agent or its counsel, the Borrower
will furnish to the Agent and each Lender a statement to the
foregoing effect in conformity with the requirements of FR Form
U-1 referred to in Regulation U of said Board or (ii) except as
set forth on Schedule 4.6, purchasing any security in any
transaction which is subject to Sections 13 and 14 of the
Securities Exchange Act of 1934, as amended.

          7      Investment Company Act; Other Regulations.  Neither the
Borrower nor any of its Subsidiaries is an "investment company",
or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.
Neither the Borrower nor any of its Subsidiaries is subject to
regulation under any Federal or State statute or regulation which
limits its ability to incur indebtedness.

          8      Subsidiaries.  The Subsidiaries listed on Schedule 4.8
constitute all of the subsidiaries of the Borrower in existence
on the date hereof.

          9      Disclosure.  No representations or warranties made by, or
information supplied by, the Borrower or any of its Subsidiaries
in this Agreement, any other Loan Document or in any other
document furnished to the Lenders from time to time in connection
herewith or therewith (as such other documents may be
supplemented from time to time) contains or will contain any
untrue statement of a material fact or omits or will omit to
state any material fact necessary to make the statements herein
or therein, in light of the circumstances under which they were
made, not misleading.  Except as disclosed in the Loan Documents
or as otherwise disclosed in writing to the Lenders, there is no
fact known to the Borrower or any of its Subsidiaries which has,
or which could reasonably be expected in the future to have, in
the Borrower's or such Subsidiary's reasonable judgment, a
Material Adverse Effect.

          10     Schedules.  Each of the Schedules to this Agreement
contains true, complete and correct information in all material
respects.

          11     ERISA.  No "prohibited transaction" or "accumulated
funding deficiency" (each as defined in Section 8) or Reportable
Event has occurred and has not been cured since July 1, 1974 with
respect to any Single Employer Plan.  The present value of all
benefits vested under all Single Employer Plans maintained by the
Borrower or a Commonly Controlled Entity (based on those
assumptions used to fund such Plans) did not, as of the last
annual valuation date, which in the case of any one such Plan was
not earlier than September 30, 1991, exceed the value of the
assets of such Plan allocable to such vested benefits.  The
liability to which the Borrower or any Commonly Controlled Entity
would become subject under ERISA if the Borrower or any such
Commonly Controlled Entity were to withdraw completely from all
Plans as of the valuation date most closely preceding the date
hereof is not in excess of $3,000,000.  The Borrower does not
currently participate in any Multiemployer Plans.

          12     No Default.  Neither the Borrower nor any of its
Subsidiaries is in default under or with respect to any of its
Contractual Obligations in any respect which could reasonably be
expected to have a Material Adverse Effect.  No Default or Event
of Default has occurred and is continuing.  Neither the Borrower
nor any of its Subsidiaries is in default under any order, award
or decree of any arbitrator or Governmental Authority binding
upon or affecting it or by which any of its properties or assets
may be bound or affected, where such default could reasonably be
expected to have a Material Adverse Effect.

          13     Title to Real Property, Etc.  Each of the Borrower and its
Subsidiaries has good record and marketable title in fee simple
to, or a valid and subsisting leasehold interest in, all its real
property and good title to all its other property, except where
the failure to have such good record or marketable title could
not reasonably be expected to have a Material Adverse Effect, and
none of such property is subject to any Lien, except (a) as
permitted by subsection 7.2 of this Agreement and (b) Liens
granted to the Agent and the Lenders pursuant to the Existing
Credit Agreement (it being understood that the Liens referred to
in preceding clause (b) are in the process of being released).

          14     Taxes.  Each of the Borrower and its Subsidiaries has
filed or caused to be filed all tax returns which, to the
knowledge of the Borrower, are required to be filed and has paid
all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other
taxes, fees or other charges imposed on it or any of its property
by any Governmental Authority (other than any the amount or
validity of which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the
Borrower or its Subsidiaries, as the case may be) except where
the failure to file such returns or pay such taxes and/or
assessments could not reasonably be expected to have a Material
Adverse Effect; no tax Lien has been filed, and, to the knowledge
of the Borrower, no claim is being asserted, with respect to any
such tax, fee or other charge.

          15     Environmental Matters.  To the best knowledge of  the
Borrower, each of the representations and warranties set forth in
paragraphs (a) through (f) of this subsection is true and correct
with respect to each parcel of real property owned or operated by
the Borrower or any its Subsidiaries (the "Properties"), except
to the extent that the facts and circumstances giving rise to all
such failures to be so true and correct could not reasonably be
expected by the Borrower to result in the payment of a Material
Environmental Amount:

          (a)    The Properties do not contain, and have not previously
     contained, any Materials of Environmental Concern in amounts or
     concentrations which (i) constitute or constituted a violation
     of, or (ii) could reasonably give rise to liability under,
     Environmental Laws except in either case insofar as such
     violation or liability, or any aggregation thereof, is not
     reasonably likely to result in the payment of a Material
     Environmental Amount.

          (b)    The Properties and all operations at the Properties have
     been in compliance in all material respects with all applicable
     Environmental Laws, and there is no contamination at, under or
     about the Properties, or violation of any Environmental Law with
     respect to the Properties which, in the aggregate with all other
     contaminations and violations, could materially interfere with
     the continued operation of the Properties taken as a whole or
     materially impair the fair saleable value thereof.

          (c)    Neither the Borrower nor any of its Subsidiaries has
     received any notice of violation, alleged violation, non-
     compliance, liability or potential liability regarding
     environmental matters or compliance with Environmental Laws with
     regard to any of the Properties, nor does the Borrower have
     knowledge or reason to believe that any such notice will be
     received or is being threatened except insofar as such notice or
     threatened notice, or any aggregation thereof, does not involve a
     matter or matters that is or are reasonably likely to result in
     the payment of a Material Environmental Amount.

          (d)    Materials of Environmental Concern have not been
     transported or disposed of from the Properties in violation of,
     or in a manner or to a location which could reasonably give rise
     to liability under, Environmental Laws, nor have any Materials of
     Environmental Concern been generated, treated, stored or disposed
     of at, on or under any of the Properties in violation of, or in a
     manner that could reasonably give rise to liability under, any
     applicable Environmental Laws except insofar as any such
     violation or liability referred to above, or any aggregation
     thereof, is not reasonably likely to result in the payment of a
     Material Environmental Amount.

          (e)    No judicial proceedings or governmental or administrative
     action is pending, or, to the knowledge of the Borrower,
     threatened, under any Environmental Law to which the Borrower or
     any of its Subsidiaries is or will be named as a party with
     respect to the Properties, nor are there any consent decrees or
     other decrees, consent orders, administrative orders or other
     orders, or other administrative or judicial requirements
     outstanding under any Environmental Law with respect to the
     Properties or the Borrower or any of its Subsidiaries except
     insofar as such proceeding, action, decree, order or other
     requirement, or any aggregation thereof, is not reasonably likely
     to result in the payment of a Material Environmental Amount.

          (f)    There has been no release or threat of release of
     Materials of Environmental Concern at or from the Properties, or
     arising from or related to the operations of the Borrower or any
     of its Subsidiaries in connection with the Properties or
     otherwise in connection with the Borrower or any of its
     Subsidiaries, in violation of or in amounts or in a manner that
     could reasonably give rise to liability under Environmental Laws
     except insofar as any such violation or liability referred to
     above, or any aggregation thereof, is not reasonably likely to
     result in the payment of a Material Environmental Amount.

          16     Intellectual Property.  The Borrower and each of its
Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, technology, know-how and processes
necessary for the conduct of its business as currently conducted
except for those the failure to own or license which could not
reasonably be expected to have a Material Adverse Effect (the
"Intellectual Property").  No claim has been asserted and is
pending by any Person challenging or questioning the use of any
such Intellectual Property or the validity or effectiveness of
any such Intellectual Property, and the Borrower does not know of
any valid basis for any such claim, except for such claims which
have previously been disclosed to the Lenders and could not
reasonably be expected to have a Material Adverse Effect.  The
use of such Intellectual Property by the Borrower and its
Subsidiaries does not infringe on the rights of any Person,
except for such claims and infringements that, in the aggregate,
could not reasonably be expected to have a Material Adverse
Effect.


5.                     CONDITIONS PRECEDENT

          1      Conditions to Effectiveness of this Agreement.  This
Agreement shall become effective on the date upon which the
conditions set forth in this Section 5 shall have been satisfied
(the "Restatement Date") and the obligation of each Lender to
make its initial Loan and of the Issuing Lender to issue any
Letter of Credit requested to be issued by it hereunder is
subject to the satisfaction or waiver by the Agent and each of
the Lenders of the following conditions precedent on or prior to
the Restatement Date:

          (a)    Execution of Agreement.  The Agent shall have received
     this Agreement, executed and delivered by a duly authorized
     officer of the Borrower, with a counterpart for each Lender.

          (b)    Subsidiaries Guarantee.  The Agent shall have received the
     Subsidiaries Guarantee, duly executed and delivered by a duly
     authorized officer of each Subsidiary Guarantor.

          (c)    Legal Opinion of Counsel to the Borrower.  The Agent and
     each Lender shall have received an executed legal opinion of
     Vorys, Sater, Seymour and Pease, special counsel to the Borrower,
     dated the Restatement Date and addressed to the Agent and the
     Lenders substantially in the form of Exhibit F.  Such legal
     opinion shall cover such other matters incident to the
     transactions contemplated by this Agreement as the Lenders may
     reasonably require in form and substance satisfactory to the
     Agent.

          (d)    Corporate Proceedings of the Borrower and its
     Subsidiaries.  The Agent shall have received a copy of the
     resolutions (in form and substance reasonably satisfactory to the
     Agent and its counsel) of the Board of Directors of each of the
     Borrower and each of its Subsidiaries executing any Loan Document
     authorizing (i) the execution, delivery and performance of each
     of the Loan Documents to which it is a party on the Restatement
     Date, (ii) the consummation of the transactions contemplated
     hereby and thereby and (iii) the borrowings herein provided for,
     all certified by the Secretary or the Assistant Secretary of the
     Borrower or such Subsidiary, as the case may be, on the
     Restatement Date.  Each such certificate shall (A) state that the
     resolutions set forth therein have not been amended, modified,
     revoked or rescinded as of the date of such certificate, (B)
     specify the names and titles of the officers of the Borrower or
     such Subsidiary, as the case may be, authorized to sign the Loan
     Documents to which it is a party and (C) contain specimens of the
     signatures of such officers.

          (e)    No Proceeding or Litigation; No Injunctive Relief.  No
     action, suit, investigation or other proceeding (including,
     without limitation, the enactment or promulgation of a statute or
     rule) by or before any arbitrator or any Governmental Authority
     shall be threatened or pending and no preliminary or permanent
     injunction or order by a state or federal court shall have been
     entered (i) in connection with this Agreement or any transaction
     contemplated hereby except as set forth in Schedule 5.1(e) or
     (ii) which, in any case, in the reasonable judgment of the Agent,
     could reasonably be expected to have a Material Adverse Effect.

          (f)    Consents, Licenses, Approvals, etc.  The Agent shall have
     received true copies (certified to be such by the Borrower or
     other appropriate party) of all consents, licenses and approvals
     required in accordance with applicable law in connection with the
     execution, delivery, performance, validity and enforceability of
     this Agreement and the other Loan Documents to be delivered on or
     before the Restatement Date, and the Borrower and its Material
     Subsidiaries shall have all such material consents, licenses and
     approvals required in connection with the continued operation of
     the Borrower and its Material Subsidiaries, and such approvals
     shall be in full force and effect, and all applicable waiting
     periods shall have expired without any action being taken or
     threatened by any competent authority which would restrain,
     prevent or otherwise impose adverse conditions on this Agreement
     and the actions contemplated hereby.

          (g)    Representations and Warranties.  Each of the
     representations and warranties made by the Borrower and its
     Subsidiaries in or pursuant to this Agreement or any other Loan
     Document to which it is a party and the representations of the
     Borrower and its Subsidiaries which are contained in any
     certificate, document or financial or other statement furnished
     pursuant hereto or thereto on or before the Restatement Date
     shall be true and correct in all material respects on and as of
     the Restatement Date as if made on and as of such date both
     before and after giving effect to the making of the Loans
     hereunder.

          (h)    No Default or Event of Default.  No Default or Event of
     Default shall have occurred and be continuing hereunder after
     giving effect to the making of any Extension of Credit hereunder.

          (i)    Financial Statements.  The Agent shall have received (i)
     all financial statements of the Borrower for the fiscal year of
     the Borrower ended on September 30, 1994 and (ii) unaudited
     interim consolidated financial statements of the Borrower for the
     fiscal quarter of the Borrower ended December 31, 1994.

          (j)    Borrowing Certificate.  The Agent shall have received,
     with a counterpart for each Lender, a Borrowing Certificate,
     dated the Restatement Date, substantially in the form of Exhibit
     G hereto, with appropriate insertions, executed by a duly
     authorized Responsible Officer of the Borrower.

          (k)    Certificate as to Consents.  The Agent shall have received
     a certificate setting forth the consents and approvals of third
     parties necessary in connection with the execution, delivery,
     performance, validity and enforceability of this Agreement and
     the other Loan Documents that have not been obtained, and
     certifying that the failure to obtain such consents and the
     violation of any Contractual Obligations could not, individually
     or in the aggregate, reasonably be expected to have a Material
     Adverse Effect.

          (l)    Fees; Interest Accrued on Existing Notes.  The Agent shall
     have received for its account or on behalf of the Lenders or the
     Existing Banks, as the case may be, all fees and any other
     amounts payable on the Restatement Date pursuant to the
     Engagement Letter, this Agreement or the Existing Credit
     Agreement, including, but not limited to, the interest accrued
     but unpaid on the revolving credit notes and term notes under the
     Existing Credit Agreement to (but not including) the Restatement
     Date and amounts payable pursuant to subsection 2.18 of the
     Existing Credit Agreement.

          (m)    Additional Matters.  All corporate and other proceedings
     and all other documents and legal matters in connection with the
     transactions contemplated by this Agreement and the other Loan
     Documents, including, without limitation, documentation
     concerning the status of all labor, tax, employee benefit and
     health and safety matters involving the Borrower and its
     Subsidiaries shall be reasonably satisfactory in form and
     substance to the Agent and its counsel.

          (n)    Additional Information.  The Agent shall have received
     such additional information which the Agent shall have reasonably
     requested, including, without limitation, copies of any debt
     agreements, security agreements, tax sharing agreements,
     employment agreements, management compensation arrangements,
     financing arrangements and other material contracts, and such
     agreements or arrangements shall be reasonably satisfactory in
     form and substance to the Agent and its counsel.

          2      Conditions to All Extensions of Credit.  The obligation of
each Lender to make any Loan (other than any Loan the proceeds of
which are to be used exclusively to repay Refunded Swing Line
Loans) or of the Issuing Lender to issue any Letter of Credit
requested to be issued by it hereunder on any date (including,
without limitation, the Restatement Date) is subject to the
satisfaction of the following conditions precedent as of such
date:

          (a)    Representations and Warranties.  The representations and
     warranties made by the Borrower or any of its Subsidiaries in the
     Loan Documents to which it is a party and any representations and
     warranties made by the Borrower or any of its Subsidiaries which
     are contained in any certificate, document or financial or other
     statement furnished at any time pursuant hereto or thereto shall
     be true and correct in all material respects on and as of the
     date thereof as if made on and as of such date unless stated to
     relate to a specific earlier date.

          (b)    No Default or Event of Default.  No Default or Event of
     Default shall have occurred and be continuing on such date or
     after giving effect to the Extension of Credit to be made on such
     date.

          (c)       Bid Loan Confirmation.  With respect to any Bid Loan, a
     Bid Loan Confirmation shall have been delivered in accordance
     with subsection 2.5(b)(iv).

          Each borrowing by the Borrower under this Agreement,
each conversion of any Loan pursuant to subsection 2.11 of this
Agreement and each issuance of any Letter of Credit hereunder
shall constitute a representation and warranty by the Borrower as
of the date of such borrowing, conversion or issuance that the
conditions contained in the foregoing paragraphs (a) and (b) of
this subsection 5.2 have been satisfied.


6.               AFFIRMATIVE COVENANTS

          The Borrower hereby agrees that, so long as the
Revolving Credit Commitments remain in effect or any amount is
owing to any Lender or the Agent hereunder or under any other
Loan Document, the Borrower shall, and in the case of the
agreements set forth in subsections 6.3, 6.4, 6.5, 6.6, and 6.13,
shall cause each of its Material Subsidiaries to:

          1      Financial Statements.  Furnish to the Agent and each
Lender:

          (a)    as soon as available, but in any event within ninety days
     after the end of each fiscal year of the Borrower, a copy of the
     consolidated balance sheet of the Borrower and its Subsidiaries
     as at the end of such year and the related statements of
     consolidated income and retained earnings and of cash flows for
     such year, setting forth in each case in comparative form the
     figures for the previous year; provided that the consolidated
     statements shall be certified without a "going concern" or like
     qualification or exception or qualification arising out of the
     scope of the audit by independent certified public accountants of
     nationally recognized standing; and

          (b)    as soon as available, but in any event not later than
     forty-five days after the end of each of the first three
     quarterly periods of each fiscal year of the Borrower, a copy of
     the unaudited consolidated balance sheet of the Borrower and its
     Subsidiaries as at the end of each such quarter and the related
     unaudited statements of consolidated income and retained earnings
     and of cash flows for such quarter and the portion of the fiscal
     year through such date setting forth in each case in comparative
     form the figures for the previous year, certified by a
     Responsible Officer as being fairly stated in all material
     respects;

all such financial statements to be complete and correct in all
material respects and prepared in reasonable detail and in
accordance with GAAP (except, in the case of the financial
statements referred to in subparagraph (b), such financial
statements need not contain footnotes and shall be prepared
substantially in accordance with GAAP) applied consistently
throughout the periods reflected therein, except as otherwise
disclosed in the notes thereto.

          2      Certificates; Other Information.  Furnish to the Agent and
each Lender:

          (a)    concurrently with the delivery of the financial statements
     referred to in subsection 6.1(a) above, a certificate of the
     independent certified public accountants certifying such
     financial statements (i) stating that in making the examination
     necessary therefor no knowledge was obtained of any Default or
     Event of Default, except as specified in such certificate and
     (ii) showing in detail the calculations supporting such statement
     in respect of subsections 6.8, 6.9, 6.10, 7.1, 7.6, 7.7 and 7.8;

          (b)    concurrently with the delivery of the financial statements
     referred to above, a certificate from the auditing accountants
     (for the year-end statements) or a Responsible Officer of the
     Borrower (for all statements) stating that, to the best of such
     officer's knowledge, the Borrower and each of its  Material
     Subsidiaries during such period has observed or performed in all
     material respects all of its material covenants and other
     agreements, and satisfied every condition contained in this
     Agreement, any Notes and the Subsidiaries Guarantee to be
     observed, performed or satisfied by it, and that such Officer has
     obtained no knowledge of any Default or Event of Default except
     as specified in such certificate, and showing in detail the
     calculations supporting such statement in respect of subsections
     6.8, 6.9, 6.10, 7.1, 7.6, 7.7 and 7.8;

          (c)    concurrently with the delivery of the financial statements
     referred to in subsection 6.1(a) and (b) above, a written
     discussion and analysis (in a form and detail substantially
     similar to that contained in the Form 10-K or Form 10-Q filed by
     the Borrower with the Securities and Exchange Commission for the
     period covered by such financial statements) by the Borrower with
     respect to the period covered by such financial statements;

          (d)    promptly after the same are sent and received, copies of
     all financial statements, reports and notices which the Borrower
     or any of its Subsidiaries sends to its shareholders and promptly
     after the same are filed and received, copies of all financial
     statements and reports which the Borrower or any of its
     Subsidiaries may make to, or file with, and copies of all
     material notices the Borrower or any such Subsidiary receives
     from, the Securities and Exchange Commission or any public body
     succeeding to any or all of the functions of the Securities and
     Exchange Commission;

          (e)    promptly upon receipt thereof, copies of all final reports
     submitted to the Borrower by independent certified public
     accountants in connection with each annual, interim or special
     audit of the books of the Borrower or any of its Subsidiaries
     made by such accountants, including, without limitation, any
     final comment letter submitted by such accountants to management
     in connection with their annual audit; and

          (f)    promptly, on reasonable notice to the Borrower, such
     additional financial and other information as the Agent may from
     time to time reasonably request.

          3      Payment of Obligations.  Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent,
as the case may be, all its Indebtedness and other material
obligations of whatever nature, except, without prejudice to the
effectiveness of paragraph (e) of Section 8 hereof for any
Indebtedness or other obligations (including any obligations for
taxes), when the amount or validity thereof is currently being
contested in good faith by appropriate proceedings and reserves
in conformity with GAAP with respect thereto have been provided
on the books of the Borrower or its Subsidiaries, as the case may
be, and except for trade accounts payable incurred in the
ordinary course of business which are paid in accordance with
normal industry practice.

          4      Conduct of Business and Maintenance of Existence.
Continue to engage in business of the same general type as now
conducted by it and, except as may be permitted under subsection
7.4, preserve, renew and keep in full force and effect its
corporate existence and take all reasonable action to maintain
all rights, privileges, contracts, copyrights, patents,
trademarks, tradenames and franchises necessary or desirable in
the normal conduct of its business; and comply with all of its
Contractual Obligations and Requirements of Law except to the
extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

          5      Maintenance of Property, Insurance.  Keep all property
useful and necessary in its business in good working order and
condition; maintain with financially sound and reputable
insurance companies insurance on all its property in at least
such amounts and against at least such risks (but including in
any event public liability, product liability and business
interruption insurance) as are usually insured against in the
same general area by companies engaged in the same or a similar
business; and furnish to each Lender, upon written request,
reasonable information as to the insurance carried.

          6      Inspection of Property; Books and Records; Discussions.
Keep proper books of record and account in which full, true and
correct entries in conformity with GAAP and all Requirements of
Law shall be made of all dealings and transactions in relation to
its business and activities; and permit representatives of the
Agent to visit and inspect any of its properties, and examine and
make abstracts from any of its books and records at the
Borrower's expense, at any reasonable time and as often as may
reasonably be requested, and to discuss the business, operations,
properties and financial and other condition of the Borrower and
its Subsidiaries with officers and employees of the Borrower and
its Subsidiaries and with its independent certified public
accountants.

          7      Notices.  Promptly give notice to the Agent and each
Lender (and, in the case of clauses (a), (b) and (c), in any
event within five Business Days after learning thereof):

          (a)    of the occurrence of any Default or Event of Default;

          (b)    of any (i) default or event of default under any material
     Contractual Obligation of the Borrower or any of its Material
     Subsidiaries or (ii) litigation, investigation or proceeding
     which may exist at any time between the Borrower or any of its
     Subsidiaries and any Governmental Authority, which, if adversely
     determined, could reasonably be expected to have a Material
     Adverse Effect;

          (c)    of any litigation or proceeding affecting the Borrower or
     any of its Subsidiaries (i) (A) in which the amount of liability
     asserted against the Borrower and its Subsidiaries is $5,000,000
     or more and not covered by insurance or (B) which, in the
     reasonable opinion of a Responsible Officer of the Borrower, if
     adversely determined, could reasonably be expected to have a
     Material Adverse Effect or (ii) in which injunctive or similar
     relief is sought and which, in the reasonable opinion of a
     Responsible Officer of the Borrower, if adversely determined,
     could reasonably be expected to have a Material Adverse Effect;

          (d)    of the following events, as soon as possible and in any
     event within 30 days after the Borrower knows or has reason to
     know thereof: (i) the occurrence of any Reportable Event with
     respect to any Plan, or (ii) the institution of proceedings or
     the taking or expected taking of any other action by PBGC or the
     Borrower or any Commonly Controlled Entity to terminate or
     withdraw or partially withdraw from any Plan under circumstances
     which could lead to material liability to the PBGC or, with
     respect to a Multiemployer Plan, the Reorganization or Insolvency
     (as each such term is defined in ERISA) of the Plan and in
     addition to such notice, deliver to the Agent and each Lender
     whichever of the following may be applicable: (A) a certificate
     of a Responsible Officer of the Borrower setting forth details as
     to such Reportable Event and the action that the Borrower or a
     Commonly Controlled Entity proposes to take with respect thereto,
     together with a copy of any notice of such Reportable Event that
     may be required to be filed with PBGC, or (B) any notice
     delivered by PBGC evidencing its intent to institute such
     proceedings or any notice to PBGC that such Plan is to be
     terminated, as the case may be; and

          (e)    of any event, act or omission which could reasonably be
     expected to have a Material Adverse Effect.

Each notice pursuant to subsections (a) through (e) of this
subsection 6.7 shall be accompanied by a statement of the Chief
Executive Officer or Chief Financial Officer or other Responsible
Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower proposes
to take with respect thereto.  For all purposes of clause (d) of
this subsection 6.7, the Borrower shall be deemed to have
knowledge of all facts attributable to the administrator of such
Plan.

          8      Interest Coverage.  Maintain the ratio of (a) EBITDA as of
the end of each fiscal quarter of the Borrower (commencing with
the fiscal quarter ended June 30, 1995) for the preceding twelve
months to (b) the sum of (i) Consolidated Interest Expense as of
the end of such fiscal quarter for the preceding twelve months
and (ii) the amount accrued by the Borrower or any of its
Subsidiaries in respect of any series of preferred stock of the
Borrower or such Subsidiary as of the end of such fiscal quarter
for the preceding twelve months at not less than 3.0 to 1.0.

          9      Maintenance of Leverage Ratio.  At each date set forth
below with respect to the fiscal year of the Borrower then
ending, maintain the ratio of Total Indebtedness of the Borrower
to Total Capitalization of the Borrower at not greater than the
ratio set forth opposite each such date:

                 Date                      Ratio

          September 30, 1995            0.55 to 1.00
          September 30, 1996            0.55 to 1.00
          September 30, 1997            0.50 to 1.00
          September 30, 1998            0.50 to 1.00
          September 30, 1999            0.50 to 1.00

          10     Maintenance of Consolidated Net Worth.  Maintain
Consolidated Net Worth of the Borrower in an amount at all times
equal to the sum of (a) $110,000,000, (b) the aggregate amount of
Net Cash Proceeds and the fair market value of any other
consideration received by the Borrower or any of its Subsidiaries
from any issuance of equity securities of the Borrower or any
such Subsidiary (including, without limitation, equity securities
of the Borrower issued pursuant to any of the Merger
Transactions) and (c) the amount equal to 50% of Consolidated Net
Income at the end of each fiscal quarter of the Borrower for the
fiscal quarter of the Borrower then ended, provided that
Consolidated Net Income for such fiscal quarter is a positive
amount (commencing with the fiscal quarter ending March 31,
1995).

          11     New Subsidiaries.  (a)  Upon the creation or acquisition
of a Domestic Subsidiary by the Borrower or any of its
Subsidiaries, and upon the written request of the Agent, cause
such Domestic Subsidiary to become a Subsidiary Guarantor.

          (a)    Immediately after the Reincorporation, cause New Miracle-
Gro to become a Subsidiary Guarantor.

          (b)    If Sierra-Sunpol were to become a wholly owned Subsidiary
of the Borrower, cause Sierra-Sunpol to become a Subsidiary
Guarantor.

          12     Clean Down.  For a period of 30 consecutive days during
each fiscal year of the Borrower, not have the aggregate amount
of Indebtedness for borrowed money outstanding at any one time
pursuant to subsections 7.1(a), (e) and (j) during such period
exceed $225,000,000.

          13     Environmental, Health and Safety Matters.  (a)  Comply
with, and ensure compliance by all tenants and subtenants, if
any, with, all applicable Environmental Laws and obtain and
comply with and maintain, and ensure that all tenants and
subtenants obtain and comply with and maintain, any and all
licenses, approvals, notifications, registrations or permits
required by applicable Environmental Laws except to the extent
that any such failure to so comply could not reasonably be
expected to result in the payment of a Material Environmental
Amount.

          (a)    Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions required
under Environmental Laws and promptly comply with all lawful
orders and directives of all Governmental Authorities regarding
Environmental Laws, except to the extent that the amount or
validity thereof is currently being contested in good faith by
appropriate proceedings and (to the extent required by GAAP)
reserves in conformity with GAAP with respect thereto have been
provided on the books of the Borrower or any of its Subsidiaries,
as the case may be.

          (b)    Defend, indemnify and hold harmless the Agent and the
Lenders, and their respective parents, subsidiaries, affiliates,
employees, agents, officers and directors, from and against any
claims, demands, penalties, fines, liabilities, settlements,
damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way
relating to the violation of, noncompliance with or liability
under any Environmental Laws applicable to the operations of the
Borrower or the Properties, or any orders, requirements or
demands of Governmental Authorities related thereto, including,
without limitation, attorney's and consultant's fees,
investigation and laboratory fees, response costs, court costs
and litigation expenses, except to the extent that any of the
foregoing arise out of the gross negligence or willful misconduct
of the party seeking indemnification therefor.  This indemnity
shall continue in full force and effect regardless of the
termination of this Agreement.


7.               NEGATIVE COVENANTS

          The Borrower hereby agrees that, from the Restatement
Date and so long as the Revolving Credit Commitments remain in
effect or any amount is owing to any Lender or the Agent
hereunder or under any other Loan Document, the Borrower shall
not, nor shall it permit any of its Subsidiaries to, directly or
indirectly:

          1      Limitation on Indebtedness.  Create, incur, assume or
suffer to exist any Indebtedness except:

          (a)    Indebtedness of the Borrower under this Agreement;

          (b)    Indebtedness in respect of capitalized lease obligations
     and purchase money obligations for fixed or capital assets within
     the limitations set forth in subsection 7.2(a) on terms and
     conditions reasonably satisfactory to the Required Lenders;
     provided, however, that the aggregate amount of any such
     Indebtedness at any one time outstanding shall not exceed
     $15,000,000;

          (c)    Indebtedness in existence on the Restatement Date (other
     than the Subordinated Debt) and listed on Schedule 7.1(c) (and
     any extensions, renewals or replacements of such Indebtedness so
     long as the principal amount of such Indebtedness is not
     increased);

          (d)    Indebtedness to financial institutions under one or more
     unsecured credit line agreements in an aggregate amount not to
     exceed $15,000,000;

          (e)    Indebtedness in respect of Commercial Paper Obligations;

          (f)    Indebtedness permitted pursuant to subsection 7.7(e);

          (g)    Indebtedness under Hedging Agreements entered into with
     any Hedging Lender in the ordinary course of business;

          (h)    until September 30, 1995, Indebtedness of New Miracle-Gro
     to The Chase Manhattan Bank, N.A, (the "Chase Debt"), provided
     that the aggregate principal amount of such Indebtedness shall
     not exceed $57,000,000 (it being further understood and agreed by
     the parties to this Agreement that any obligation of New Miracle-
     Gro under the Subsidiary Guarantee shall be subordinate to its
     obligations to pay the Chase Debt);

          (i)    the Subordinated Debt (as the same may hereafter be
     refinanced by the Borrower in accordance with terms and
     provisions reasonably satisfactory to the Agent and the Required
     Lenders); and

          (j)    additional Indebtedness of the Borrower and its
     Subsidiaries not exceeding $40,000,000 in aggregate principal
     amount at any one time outstanding.

          2      Limitation on Liens.  Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, except:

          (a)    Liens securing Indebtedness permitted under subsection
     7.1(b); provided that (i) such Liens do not at any time encumber
     any property other than the property financed by such
     Indebtedness and (ii) the Indebtedness secured thereby shall not
     exceed the cost or fair market value, whichever is lower, of the
     property being acquired on the date of acquisition;

          (b)    Liens for taxes and special assessments not yet due or
     which are being contested in good faith and by appropriate
     proceedings if adequate reserves with respect thereto are
     maintained on the books of the Borrower and its Subsidiaries in
     accordance with GAAP;

          (c)    carriers', warehousemen's, mechanics', materialmen's,
     repairmen's, or other like Liens arising in the ordinary course
     of business which are not overdue for a period of more than 30
     days or which are being contested in good faith and by
     appropriate proceedings;

          (d)    pledges or deposits in connection with workmen's
     compensation, unemployment insurance and other social security
     legislation;

          (e)    deposits to secure the performance of bids, trade
     contracts (other than for borrowed money), leases, statutory and
     other obligations required by law, surety and appeal bonds,
     performance bonds and other obligations of a like nature incurred
     in the ordinary course of business;

          (f)    easements, rights-of-way, restrictions and other similar
     encumbrances incurred in the ordinary course of business and
     other Liens incurred in the ordinary course of business which, in
     the aggregate, are not substantial in amount, and which do not in
     any case materially detract from the value of the property
     subject thereto or interfere with the ordinary conduct of the
     business of the Borrower or its Subsidiaries;

          (g)    Liens resulting from judgments of any court or
     governmental proceeding, provided such Liens in the aggregate do
     not constitute an Event of Default under subsection 8(h);

          (h)    Liens in existence on the Restatement Date and reflected
     in the financial statements of the Borrower for the fiscal year
     ended September 30, 1994 or described in Schedule 7.2(h);

          (i)    Liens of landlords or of mortgagees of landlords, arising
     solely by operation of law, on fixtures located on premises
     leased in the ordinary course of business, provided that the
     rental payments secured thereby are not yet due; and

          (j)    Liens (not otherwise permitted hereunder) which secure
     Indebtedness permitted pursuant to subsection 7.1 in an aggregate
     amount not exceeding $40,000,000 at any time outstanding.


          3      Limitation on Contingent Obligations.  Agree to or assume,
guarantee, indorse or otherwise in any way be or become
responsible or liable for, directly or indirectly, any Contingent
Obligation except for (i) the guarantees contemplated by the
Subsidiaries Guarantee and (ii) Contingent Obligations in an
aggregate amount not to exceed $10,000,000 at any one time
outstanding.

          4      Limitation on Fundamental Changes.  Except as permitted or
contemplated by this Agreement, any other Loan Documents or the
Merger Agreement, enter into any transaction of merger or
consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution), convey, sell,
lease, transfer or otherwise dispose of, in one transaction or a
series of transactions, all or any material part of its business
or assets, whether now owned or hereafter acquired, or acquire by
purchase or otherwise all or substantially all the business or
assets of, or stock or other evidence of beneficial ownership of,
any Person, or make any material change in the method by which it
conducts business, except that:

          (a)    any Subsidiary of the Borrower may be merged, amalgamated
     or consolidated with or into the Borrower or any wholly owned
     Subsidiary of the Borrower (provided that in the case of each
     such merger or consolidation, the Borrower or such wholly owned
     Subsidiary, as the case may be, shall be the continuing or
     surviving corporation) and such wholly owned Subsidiary shall be
     a Subsidiary Guarantor;

          (b)    any Subsidiary of the Borrower may be liquidated, wound up
     or dissolved into, or all or substantially all, or such lesser
     amount thereof as the Borrower shall determine,  of its business,
     property or assets may be conveyed, sold, leased, transferred or
     otherwise disposed of, in one transaction or a series of
     transactions, to, (i) the Borrower or any wholly owned Subsidiary
     of the Borrower (provided that such wholly owned Subsidiary shall
     be a Subsidiary Guarantor) or (ii) to any other Person (provided
     that the aggregate Net Cash Proceeds received by the Borrower and
     its Subsidiaries in respect of any such liquidation, winding up,
     dissolution, conveyance, sale, lease, transfer or other
     disposition, as the case may be, shall not exceed $25,000,000);

          (c)    the Borrower or any Subsidiary of the Borrower may acquire
     by purchase or otherwise all or substantially all the business or
     assets of, or stock or other evidence of beneficial ownership of,
     any Person (including, without limitation, any Affiliate of the
     Borrower), in the same or similar line of business as the
     Borrower or such Subsidiary, as the case may be (provided that
     (i) the aggregate consideration derived from one or more equity
     issuances of the Borrower and paid or payable by the Borrower for
     all such acquisitions during any fiscal year of the Borrower
     shall not exceed $50,000,000, (ii) the sum of (A) the aggregate
     consideration paid or payable by the Borrower or such Subsidiary
     for all such acquisitions (including the amount of any debt
     incurred or assumed by the Borrower or such Subsidiary in respect
     thereof) other than pursuant to preceding clause (i) and (B) the
     aggregate consideration paid or payable pursuant to subsection
     7.4(d)(i) shall not exceed $75,000,000 and (iii) at the time of
     and immediately after giving effect to any such acquisition, no
     Default or Event of Default shall have occurred and be
     continuing); and

          (d)    the Borrower or any Subsidiary of the Borrower may acquire
     by purchase or otherwise less than substantially all the business
     or assets of, or stock or other evidence of beneficial ownership
     of, any Person (including, without limitation, any Affiliate of
     the Borrower), in the same or similar line of business as the
     Borrower or such Subsidiary, as the case may be (provided that
     (i) the aggregate consideration paid or payable by the Borrower
     or such Subsidiary for all such acquisitions (including the
     amount of any debt incurred or assumed by the Borrower or such
     Subsidiary in respect thereof) shall not exceed $10,000,000 and
     (ii) the aggregate consideration paid or payable pursuant to
     subsection 7.4(c)(ii) (A) and preceding clause (i) shall not
     exceed $75,000,000 and (iii) at the time of and immediately after
     giving effect to any such acquisition, no Default or Event of
     Default shall have occurred and be continuing).

          5      Limitation on Dividends and Stock Repurchases.  (a)  At
any time that a Default or Event of Default shall have occurred
and be continuing, declare any dividends (other than dividends
payable solely in common shares of the Borrower) on, or make any
payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, retirement or other
acquisition of, any shares of any class of stock of the Borrower
or any of its Subsidiaries, whether now or hereafter outstanding,
or make any other distribution in respect thereof, either
directly or indirectly, whether in cash or property or in
obligations of the Borrower or any of its Subsidiaries.

          (a)    At any time, make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase,
redemption, retirement or other acquisition of, any shares of any
class of stock of the Borrower or any of its Subsidiaries,
whether now or hereafter outstanding, except that (i) the
Borrower and its Subsidiaries may make such payments and set
apart such assets in an aggregate amount not to exceed
$30,000,000 and (ii) in addition to the $30,000,000 provided for
in preceding clause (i), the Borrower may use any funds received
by the Borrower from the exercise of employee stock options
granted after January 26, 1995 to repurchase the Borrower's
common stock through the open market or privately negotiated
transactions (provided that at the time of and immediately after
giving effect to any such payment, setting apart or repurchase,
no Default or Event of Default shall have occurred and be
continuing).


          6      Limitation on Capital Expenditures.  Directly or
indirectly (by way of the acquisition of the securities of a
Person or otherwise) make or commit to make any expenditure in
respect of the purchase or other acquisition of any fixed or
capital asset (excluding (i) normal replacements and maintenance
which are properly charged to current operations or replacements
and maintenance which are payable from the proceeds of insurance
received by the Borrower or any of its Subsidiaries and (ii)
transactions permitted by subsection 7.4(b)) by the expenditure
of cash or the incurrence of Indebtedness except for the purchase
or other acquisition in any fiscal year of any such asset the
cost of which (or, in the case of any acquisition not in the
nature of an ordinary purchase, the book value of the
consideration given for which), when aggregated with the costs of
all other such assets purchased or otherwise acquired by the
Borrower and its Subsidiaries taken as a whole during such fiscal
year, does not exceed $50,000,000; provided that (i) if such
$50,000,000 is not so utilized during any fiscal year (commencing
with the fiscal year ending September 30, 1996), the unutilized
amount for such fiscal year may be utilized in the next
succeeding fiscal year, but not in any subsequent fiscal year and
(ii) Capital Expenditures unutilized during the fiscal year
ending on September 30, 1995 up to the amount of $12,500,000 may
be utilized during the fiscal year of the Borrower beginning
October 1, 1995 but not in any subsequent fiscal year.

          7      Limitation on Investments, Loans and Advances.  Make or
commit to make any advance, loan, extension of credit or capital
contribution to, or purchase of any stock, bonds, notes,
debentures or other securities of, or make any other investment
in, any Person except:

          (a)    investments in Cash Equivalents;

          (b)    loans and advances to officers and directors of
          the Borrower or any of its Subsidiaries (or
     employees thereof or manufacturers' representatives provided such
     loans and advances are approved by an officer of the Borrower)
     for travel, entertainment and relocation expenses in the ordinary
     course of business which do not exceed at any time outstanding an
     aggregate amount in excess of $5,000,000;

          (c)    investments in Subsidiaries existing on the Restatement
     Date;

          (d)    investments in notes and other securities received in the
     settlement of overdue debts and accounts payable in the ordinary
     course of business and for amounts which, individually or in the
     aggregate, are not material to the Borrower and its Subsidiaries
     taken as a whole;

          (e)    loans by the Borrower to any Subsidiary Guarantor for
     working capital purposes;

          (f)    pursuant to the Merger Transactions as set forth in the
     Merger Agreement as in effect on the date hereof;

          (g)    as otherwise provided pursuant to subsection 7.4; and

          (h)    insofar as not otherwise permitted pursuant to preceding
     clauses (a) through (g), loans to or investments in Affiliates in
     an aggregate amount not in excess of $10,000,000.

          8      Limitation on Leases.  Enter into any agreement, or be or
become liable under any agreement, for the lease, hire or use of
any real or personal property, except for (a) any such agreement
in the nature of an operating lease the payment obligations for
any fiscal year of the Borrower under which, when aggregated with
the payment obligations for such fiscal year under all other
operating leases to which the Borrower or any of its
Subsidiaries, respectively, are parties, do not exceed
$30,000,000, and (b) any such agreement in the nature of a
capitalized lease the payment obligations under which are
permitted by subsection 7.1(b).

          9      Transactions with Affiliates and Officers.  Except for
transactions associated with the relocation expenses of officers
of the Borrower in the ordinary course of business, (a) enter
into any transaction, including, without limitation, the
purchase, sale or exchange of property or the rendering of any
services, with any Affiliate or any officer or director thereof,
or enter into, assume or suffer to exist any employment or
consulting contract with any Affiliate or any officer or director
thereof, except any transaction or contract which is in the
ordinary course of the Borrower's or such Subsidiary's business
and which is upon fair and reasonable terms no less favorable to
the Borrower or such Subsidiary than it would obtain in a
comparable arm's length transaction with a Person not an
Affiliate, (b) make any advance or loan to any Affiliate (except
as otherwise made pursuant to subsection 7.7(h)) or any director
or officer thereof or to any trust of which any of the foregoing
is a beneficiary, or to any Person on the guarantee of any of the
foregoing or (c) pay any fees (other than reasonable directors'
fees or expenses) or expenses to, or reimburse or assume any
obligation for the reimbursement of any expenses incurred by, any
Affiliate or any officer or director thereof; provided that,
subject to subsection 7.5, nothing contained in this subsection
7.9 shall be deemed to prohibit the transactions contemplated by
the Merger Agreement, including, without limitation, the payment
of dividends on, or the redemption of, the Borrower's Class A
Convertible Preferred Stock in the exercise of any right of first
refusal by the Borrower pursuant to the terms of the Merger
Agreement.

          10     Limitation on Sale of Assets.  Except as permitted or
contemplated by this Agreement or any other Loan Document, sell,
lease, assign, transfer or otherwise dispose of any of its assets
(including, without limitation, receivables and leasehold
interests, but excluding obsolete or worn out property or
property (including inventory) disposed of in the ordinary course
of business), whether now owned or hereafter acquired, except
that the Borrower or any of its Subsidiaries may sell, lease,
assign, transfer or otherwise dispose of assets provided that (i)
the fair market value of all such assets disposed of in any
fiscal year shall not exceed $25,000,000 in the aggregate (which
amount shall be inclusive of amounts in respect of transactions
pursuant to subsection 7.4(b)(ii), but exclusive of transactions
permitted under 7.11), (ii) if such $25,000,000 is not so
utilized during any fiscal year (commencing with the fiscal year
ending September 30, 1996), the unutilized amount for such fiscal
year may be utilized in the succeeding fiscal year, but not in
any subsequent fiscal year and (iii) up to $12,500,000 of the
unutilized amount for the fiscal year ending on September 30,
1995 may be utilized for the fiscal year beginning October 1,
1995, but not in any subsequent fiscal year.

          11     Sale and Leaseback.  Enter into any arrangement with any
Person providing for the leasing by the Borrower or any of its
Subsidiaries of real or personal property which has been or is to
be sold or transferred by the Borrower or any such Subsidiary to
such Person or to any other Person to whom funds have been or are
to be advanced by such Person on the security of such property or
rental obligations of the Borrower or any such Subsidiary, except
with respect to any such transactions which in any fiscal year
shall not have an aggregate fair market value in excess of
$10,000,000.

          12     Limitation on Prepayments of Subordinated Debt and
Modification of the Subordinated Notes.  (a) Directly or
indirectly prepay, purchase, redeem, retain or otherwise acquire
any of its Subordinated Debt; provided, however, that discharges
of Subordinated Debt by mandatory prepayments or by scheduled
installments and payments in full at their stated maturities
shall not be deemed to violate this subsection 7.12 or (b)
directly or indirectly, without the consent of the Required
Lenders, permit the modification, waiver or amendment of any of
the material terms (including, without limitation, the
subordination provisions) of the Subordinated Notes (other than a
consent from the holders thereof in respect of the Merger
Transactions).

          13     Fiscal Year.  Permit the fiscal year of the Borrower and
its Subsidiaries to end on a day other than September 30.

          14     Sierra-Sunpol.  Permit the Total Capitalization of Sierra-
Sunpol to exceed $2,000,000 at any time.


8.               EVENTS OF DEFAULT

               Upon the occurrence of any of the following
          events:

          (a)    Payments.  The Borrower shall fail to pay any principal of
     any Loan or any Reimbursement Obligation within two days after
     any such amount becomes due in accordance with the terms thereof
     or hereof (including, without limitation, all amounts of L/C
     Obligations, whether or not the beneficiaries of the then
     outstanding Letters of Credit shall have presented the documents
     required thereunder); or the Borrower shall fail to pay any
     interest on any Loan or any fee or other amount payable
     hereunder, within five days after any such interest, fee or
     amount becomes due in accordance with the terms thereof or hereof
     (including, without limitation, all amounts of L/C Obligations,
     whether or not the beneficiaries of the then outstanding Letters
     of Credit shall have presented the documents required
     thereunder); or

          (b)    Representations and Warranties.  Any representation or
     warranty made or deemed made by the Borrower or any of its
     Subsidiaries in any of the Loan Documents to which it is a party
     or which is contained in any certificate, document or financial
     or other statement furnished at any time under or in connection
     herewith or therewith shall prove to have been incorrect in any
     material respect on or as of the date made or deemed made; or

          (c)    Certain Covenants.  The Borrower shall default in the
     observance or performance of any covenant or agreement contained
     in subsection 2.9(b), subsections 6.8, 6.9, 6.10 or 6.12; or

          (d)    Other Covenants.  The Borrower or any of its Subsidiaries
     or any other party thereto shall default in the observance or
     performance of any covenant or agreement (i) contained in
     subsections 7.4, 7.5, 7.6, 7.10, 7.11 or 7.12 and such default
     shall continue unremedied for a period of 10 days or (ii)
     contained in this Agreement or in any other Loan Document not
     referred to in preceding clause (i) or Section 8(c) and such
     default shall continue unremedied for a period of 30 days; or

          (e)    Cross-Default.  The Borrower or any of its Subsidiaries
     shall (i) default in any payment of principal of or interest on
     any Indebtedness (other than the Loans) or in the payment of any
     Contingent Obligation, the aggregate principal amount of which
     exceeds $5,000,000, beyond the period of grace (not to exceed 30
     days), if any, provided in the instrument or agreement under
     which such Indebtedness or Contingent Obligation was created; or
     (ii) default in the observance or performance of any other
     agreement or condition relating to any such Indebtedness or
     Contingent Obligation or contained in any instrument or agreement
     evidencing, securing or relating thereto, or any other event
     shall occur or condition exist, the effect of which default or
     other event or condition is to cause, or to permit the holder or
     holders of such Indebtedness or beneficiary or beneficiaries of
     such Contingent Obligation (or a trustee or agent on behalf of
     such holder or holders or beneficiary or beneficiaries) to cause,
     with the giving of notice if required, such Indebtedness to
     become due prior to its stated maturity or such Contingent
     Obligation to become payable; or (iii) any such Indebtedness or
     Contingent Obligation shall be declared to be due and payable, or
     required to be prepaid (other than by a regularly scheduled
     required prepayment) prior to the stated maturity thereof; or

          (f)    Commencement of Bankruptcy or Reorganization Proceedings.
     (i) The Borrower or any of its Subsidiaries shall commence any
     case, proceeding or other action (A) under any existing or future
     law of any jurisdiction, domestic or foreign, relating to
     bankruptcy, insolvency, reorganization or relief of debtors,
     seeking to have an order for relief entered with respect to it,
     or seeking to adjudicate it a bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment, winding-up, liquidation,
     dissolution, composition or other relief with respect to it or
     its debts, or (B) seeking appointment of a receiver, trustee,
     custodian or other similar official for it or for all or any
     substantial part of its assets, or the Borrower or any of its
     Subsidiaries shall make a general assignment for the benefit of
     its creditors; or (ii) there shall be commenced against the
     Borrower or any of its Subsidiaries any case, proceeding or other
     action of a nature referred to in clause (i) above which (A)
     results in the entry of an order for relief or any such
     adjudication or appointment or (B) remains undismissed,
     undischarged or unbonded for a period of 60 days; or (iii) there
     shall be commenced against the Borrower or any of its
     Subsidiaries any case, proceeding or other action seeking
     issuance of a warrant of attachment, execution, distraint or
     similar process against all or any substantial part of its assets
     which results in the entry of an order for any such relief which
     shall not have been vacated, discharged, or stayed or bonded
     pending appeal within 60 days from the entry thereof; or (iv) the
     Borrower or any of its Subsidiaries shall take any action in
     furtherance of, or indicating its consent to, approval of, or
     acquiescence in, any of the acts set forth in clause (i), (ii) or
     (iii) above; or (v) the Borrower or any of its Subsidiaries shall
     generally not, or shall be unable to, or shall admit in writing
     its inability to, pay its debts as they become due; or

          (g)    ERISA.  (i) Any Person shall engage in any "prohibited
     transaction" (as defined in Section 406 of ERISA or Section 4975
     of the Code) involving any Plan, (ii) any "accumulated funding
     deficiency" (as defined in Section 302 of ERISA), whether or not
     waived, shall exist with respect to any Plan, (iii) a Reportable
     Event shall occur with respect to, or proceedings shall commence
     to have a trustee appointed, or a trustee shall be appointed, to
     administer or to terminate, any Single Employer Plan, which
     Reportable Event or institution of proceedings is, in the
     reasonable opinion of the Required Lenders, likely to result in
     the termination of such Plan for purposes of Title IV of ERISA in
     a "distress termination" (within the meaning of Section 4041(c)
     of ERISA, and, in the case of a Reportable Event, the continuance
     of such Reportable Event unremedied for ten days after notice of
     such Reportable Event pursuant to Section 4043(a), (c) or (d) of
     ERISA is given or, in the case of institution of proceedings, the
     continuance of such proceedings for ten days after commencement
     thereof, (iv) any Single Employer Plan shall terminate for
     purposes of Title IV of ERISA in a "distress termination" (within
     the meaning of Section 4041(c) of ERISA, (v) the Borrower or any
     Commonly Controlled Entity shall, or is, in the reasonable
     opinion of the Required Lenders, likely to, incur any liability
     in connection with a withdrawal from, or the Insolvency or
     Reorganization of, a Multiemployer Plan or (vi) any other event
     or condition shall occur or exist with respect to a Single
     Employer Plan; and in each case in clauses (i) through (vi)
     above, such event or condition, together with all other such
     events or conditions, if any, could subject the Borrower or any
     of its Subsidiaries to any tax, penalty or other liabilities in
     the aggregate material in relation to the business, operations,
     property or financial or other condition of the Borrower and its
     Subsidiaries taken as a whole; or

          (h)    Material Judgments.  One or more judgments or decrees
     shall be entered against the Borrower or any of its Subsidiaries
     involving in the aggregate a liability (not covered by insurance)
     of $5,000,000 or more and all such judgments or decrees shall not
     have been vacated, satisfied, discharged, or stayed or bonded
     pending appeal within 60 days from the entry thereof; or

          (i)    Change in Control.  (i) Any Person (other than one or more
     of the Miracle-Gro Shareholders and their Permitted Transferees
     (as such term is defined in the Merger Agreement)) shall at any
     time own, directly or indirectly, shares representing more than
     30% of the aggregate ordinary voting power represented by the
     issued and outstanding Capital Stock of the Borrower or (ii) one
     or more of the Miracle-Gro Shareholders or their Permitted
     Transferees shall at any time own, directly or indirectly, shares
     representing more than 44% of the aggregate ordinary voting power
     represented by the issued and outstanding Capital Stock of the
     Borrower or (iii) a "Change of Control" as defined in Section
     1008 of the Subordinated Note Indenture (as in effect on the
     Restatement Date), following the waiver of such Section in
     respect of the Miracle-Gro Shareholders and the consummation of
     the transactions contemplated by the Merger Transactions, shall
     occur; or

          (j)    Effectiveness of the Subsidiaries Guarantee.  The
     Subsidiaries Guarantee shall cease for any reason (other than
     pursuant to the terms and conditions of this Agreement or the
     other Loan Documents) to be in full force and effect in
     accordance with its terms or any party thereto shall so assert in
     writing;

then, and in any such event, (a) if such event is an Event of
Default specified in paragraph (f) above, automatically the
Revolving Credit Commitments, the Swing Line Commitment and the
L/C Commitment shall immediately terminate and the Bid Loans, the
Swing Line Loans, the Revolving Credit Loans and the
Reimbursement Obligations hereunder (with accrued interest
thereon), the maximum amount available to be drawn under all
outstanding Letters of Credit and all other amounts owing under
this Agreement shall immediately become due and payable, and (b)
if such event is any other Event of Default and is continuing,
either or both of the following actions may be taken: (i) with
the consent of the Required Lenders, the Agent may or upon the
request of the Required Lenders, the Agent shall, by notice to
the Borrower, declare the Revolving Credit Commitments, the Swing
Line Commitment and the L/C Commitment to be terminated
forthwith, whereupon the Revolving Credit Commitments, the Swing
Line Commitment and the L/C Commitment shall immediately
terminate; and (ii) with the consent of the Required Lenders, the
Agent may or upon the request of the Required Lenders, the Agent
shall, by notice of default to the Borrower, declare the Bid
Loans, the Swing Line Loans, the Revolving Credit Loans and the
Reimbursement Obligations hereunder (with accrued interest
thereon), the maximum amount available to be drawn under all
outstanding Letters of Credit and all other amounts owing under
this Agreement to be due and payable forthwith, whereupon the
same shall immediately become due and payable.  Any amounts paid
by the Borrower in respect of such undrawn Letters of Credit
shall be returned to the Borrower after the last expiry date of
the Letters of Credit and after all Obligations under the Loan
Documents have been paid in full.

          With respect to all Letters of Credit for which
presentment for honor shall not have occurred at the time of an
acceleration pursuant to the preceding paragraph, the Borrower
shall at such time deposit in a cash collateral account opened by
the Agent an amount equal to the aggregate then undrawn and
unexpired amount of such Letters of Credit.  Amounts held in such
cash collateral account shall be applied by the Agent to the
payments of drafts drawn under such Letters of Credit, and the
unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied
to repay other obligations of the Borrower hereunder.  After all
such Letters of Credit shall have expired or been fully drawn
upon, all Reimbursement Obligations shall have been satisfied and
all other obligations of the Borrower hereunder shall have been
paid in full, the balance, if any, in such cash collateral
account shall be returned to the Borrower.

          Except as expressly provided above in this Section 8,
presentment, demand, protest and all other notices of any kind
are hereby expressly waived.


9.               THE AGENT

          1      Appointment.  (a)  Each Lender hereby irrevocably
designates and appoints Chemical Bank as the Agent of such Lender
under this Agreement and the Subsidiaries Guarantee, and each
such Lender hereby irrevocably authorizes Chemical Bank, as the
Agent for such Lender, to take such action on its behalf under
the provisions of this Agreement and the Subsidiaries Guarantee
and to exercise such powers and perform such duties as are
expressly delegated to the Agent by the terms of this Agreement
and the Subsidiaries Guarantee, together with such other powers
as are reasonably incidental thereto.  Notwithstanding any
provision to the contrary elsewhere in this Agreement or the
Subsidiaries Guarantee, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or the Subsidiaries Guarantee
or otherwise exist against the Agent.

          (a)    Any proceeds received by the Agent pursuant to the terms
of the Subsidiaries Guarantee shall be applied first to the
payment in full of the Obligations and then, after all the
Obligations have been paid in full and the Revolving Credit
Commitments have been terminated, second to the payment of all
obligations of the Borrower or any of its Subsidiaries to any
Hedging Lender under any Hedging Agreement provided by such
Hedging Lender.  Each Hedging Lender agrees that (i) if at any
time it shall receive any proceeds pursuant to the terms of the
Subsidiaries Guarantee (other than through application by the
Agent in accordance with this subsection 9.1(b)), it shall
promptly turn the same over to the Agent for application in
accordance with the provisions hereof and (ii) it will not take
or cause to be taken any action, including, without limitation,
the commencement of any legal or equitable proceedings, the
purpose of which is or could be to give such Hedging Lender any
preference or priority against the other Lenders with respect to
such proceeds.

          2      Delegation of Duties.  The Agent may execute any of its
duties under this Agreement by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Agent
shall not be responsible for the negligence or misconduct of any
agents or attorneys-in-fact selected by it with reasonable care.
Without limiting the foregoing, the Agent may appoint CBAS as its
agent to perform the functions of the Agent hereunder relating to
the advancing of funds to the Borrower and distribution of funds
to the Lenders and to perform such other related functions of the
Agent hereunder as are reasonably incidental to such functions.

          3      Exculpatory Provisions.  Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or
affiliates (including, without limitation, CBAS) shall be (i)
liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement or the
Subsidiaries Guarantee (except for its or such Person's own gross
negligence or wilful misconduct) or (ii) responsible in any
manner to any of the Lenders for any recitals, statements,
representations or warranties made by the Borrower or any officer
thereof contained in this Agreement or the Subsidiaries Guarantee
or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agent under or
in connection with, this Agreement or the Subsidiaries Guarantee
or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement, any Notes or the
Subsidiaries Guarantee or for any failure of the Borrower to
perform its obligations hereunder or thereunder.  Neither the
Agent nor CBAS shall be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this
Agreement or the Subsidiaries Guarantee, or to inspect the
properties, books or records of the Borrower.

          4      Reliance by Agent.  Each of the Agent and CBAS shall be
entitled to rely, and shall be fully protected in relying, upon
any Note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy or teletype
message, statement, order or other document or conversation
reasonably believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and
upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and
other experts selected by the Agent.  The Agent and CBAS may deem
and treat the payee of any Note as the owner thereof for all
purposes unless (a) a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Agent and (b)
the Agent shall have received the written agreement of such
assignee that such assignee is bound hereby as it would have been
had it been an original Lender party hereto, in each case in form
and substance satisfactory to the Agent.  The Agent shall be
fully justified in failing or refusing to take any action under
this Agreement or the Subsidiaries Guarantee unless it shall
first receive such advice or concurrence of the Required Lenders
as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or
continuing to take any such action.  The Agent shall in all cases
be fully protected in acting, or in refraining from acting, under
this Agreement and the other Loan Documents in accordance with a
request of the Required Lenders, and such request and any action
taken or failure to act pursuant thereto shall be binding upon
all the Lenders and all future holders of the Loans.

          5      Notice of Default.  The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Agent has received notice from a
Lender or the Borrower referring to this Agreement, describing
such Default or Event of Default and stating that such notice is
a "notice of default".  In the event that the Agent receives such
a notice, the Agent shall give notice thereof to the Lenders.
The Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required
Lenders; provided that, unless and until the Agent shall have
received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it
shall deem advisable in the best interests of the Lenders.

          6      Non-Reliance on Agent, Other Lenders and CBAS.  Each
Lender expressly acknowledges that neither the Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or
affiliates (including, without limitation, CBAS) has made any
representations or warranties to it and that no act by the Agent
hereinafter taken, including any review of the affairs of the
Borrower, shall be deemed to constitute any representation or
warranty by the Agent to any Lender.  Each Lender represents to
the Agent and CBAS that it has, independently and without
reliance upon the Agent or any other Lender or CBAS, and based on
such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business,
operations, property, financial and other condition and
creditworthiness of the Borrower and made its own decision to
make its extensions of credit hereunder and enter into this
Agreement.  Each Lender also represents that it will,
independently and without reliance upon the Agent, CBAS or any
other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking
action under this Agreement or the Subsidiaries Guarantee, and to
make such investigation as it deems necessary to inform itself as
to the business, operations, property, financial and other
condition and creditworthiness of the Borrower.  Except for
notices, reports and other documents expressly required to be
furnished to the Lenders by the Agent hereunder, the Agent shall
not have any duty or responsibility to provide any Lender with
any credit or other information concerning the business,
operations, property, financial and other condition or
creditworthiness of the Borrower which may come into the
possession of the Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

          7      Indemnification.  The Lenders agree to indemnify each of
the Agent and CBAS in its capacity as such (to the extent not
reimbursed by the Borrower and without limiting the obligation of
the Borrower to do so), ratably according to the respective
amounts of their Revolving Credit Commitments in effect on the
date on which indemnification is sought (or, if indemnification
is sought after the date upon which the Revolving Credit
Commitments shall have terminated and the Loans shall have been
paid in full, ratably according to the respective amounts of
their Revolving Credit Commitments immediately prior to such
date), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the
payment of the Loans) be imposed on, incurred by or asserted
against the Agent or CBAS in any way relating to or arising out
of this Agreement, any of the other Loan Documents, or any
documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken
or omitted by the Agent or CBAS under or in connection with any
of the foregoing; provided that no Lender shall be liable for the
payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting solely from the Agent's or CBAS' gross
negligence or wilful misconduct.  The agreements in this
subsection shall survive the payment of the Loans and all other
amounts payable hereunder.

          8      Agent in Its Individual Capacity.  The Agent and its
Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Borrower as though the
Agent were not the Agent hereunder.  With respect to its Loans
made or renewed by it and any Note issued to it and with respect
to any Letter of Credit issued or participated in by it, the
Agent shall have the same rights and powers under this Agreement
as any Lender and may exercise the same as though it were not the
Agent, and the terms "Lender" and "Lenders" shall include the
Agent in its individual capacity.

          9      Successor Agent.  The Agent may resign as Agent upon 10
days' notice to the Lenders.  If the Agent shall resign as Agent
under this Agreement, then the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders (with
the approval of the Borrower, which approval shall not be
unreasonably withheld), whereupon such successor agent shall
succeed to the rights, powers and duties of the Agent, and the
term "Agent" shall mean such successor agent effective upon its
appointment, and the former Agent's rights, powers and duties as
Agent shall be terminated, without any other or further act or
deed on the part of such former Agent or any of the parties to
this Agreement or any holders of the Loans.  After any retiring
Agent's resignation hereunder as Agent, the provisions of this
Section 9 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under this
Agreement.


10.              MISCELLANEOUS

          1      Amendments and Waivers.  The Agent and the Borrower may,
from time to time, with the written consent of the Required
Lenders, enter into written amendments, supplements or
modifications for the purpose of adding any provisions to this
Agreement, the Subsidiaries Guarantee or any other Loan Document
or changing in any manner the rights of the Lenders or the
Borrower hereunder or thereunder, and, with the consent of the
Required Lenders, the Agent, on behalf of the Lenders, may
execute and deliver to the Borrower a written instrument waiving,
on such terms and conditions as the Agent may specify in such
instrument, any of the requirements of this Agreement or any
other Loan Document or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such
amendment, supplement or modification shall (a) extend the final
maturity of any Loan or reduce the rate or extend the time of
payment of interest or fees thereon, or reduce the principal
amount thereof, or change the amount or terms of any Lender's
Revolving Credit Commitment, or amend, modify or waive any
provision of this subsection, or reduce the percentage specified
in the definition of Required Lenders, or consent to the
assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement, or release all or substantially
all of the guarantee obligations under the Subsidiaries
Guarantee, in each case without the written consent of each
Lender affected thereby, (b) amend, modify or waive any provision
of Section 9 without the written consent of the then Agent, or
(c) amend, modify or waive the provisions of any Letters of
Credit or Reimbursement Obligation, without the written consent
of the Borrower and the Issuing Lender.  Any such waiver and any
such amendment, supplement or modification shall be binding upon
the Borrower, the Lenders and all future holders of the Loans.
In the case of any waiver, the Borrower and the Lenders shall be
restored to their former position and rights hereunder and under
the other Loan Documents, and any Default or Event of Default
waived shall be deemed to be cured and not continuing; but no
such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.

          2      Notices.  Subject to the provisions of subsection 2.2(a),
all notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing or by telecopy
and, unless otherwise expressly provided herein, shall be deemed
to have been duly given or made when delivered by hand, or when
deposited in the mail, postage prepaid, or, in the case of
telecopy notice, when received, addressed as follows in the case
of each of the Borrower and the Agent, and as set forth in
Schedule I in the case of the Lenders, or to such address or
other address as may be hereafter notified by the respective
parties hereto and any future holders of the Loans:

The Borrower:       The Scotts Company
                    14111 Scottslawn Road
                    Marysville, Ohio 43041
                    Attention:  Mr. Paul D. Yeager
                    Telecopy:  (513) 644-7568

The Agent:          Chemical Bank
                    270 Park Avenue
                    New York, New York 10017
                    Attention: Credit and Lending Group
Telecopy:  (212) 972-0009

CBAS:               Chemical Bank Agency Services
                                   140 East 45th Street, 29th
                    Floor
                                   New York, New York 10017
                                   Attention: Maxeen Francis
                                   Telecopy: (212) 622-0122

provided that any notice, request or demand to or upon the Agent
or the Lenders shall not be effective until received.

          3      No Waiver; Cumulative Remedies.  No failure to exercise
and no delay in exercising, on the part of the Agent or any
Lender, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of
any other right, remedy, power or privilege.  The rights,
remedies, powers and privileges herein provided are cumulative
and not exclusive of any rights, remedies, powers and privileges
provided by law.

          4      Survival of Representations, Warranties and Indemnities.
All representations and warranties made hereunder and in any
document, certificate or statement delivered pursuant hereto or
in connection herewith shall survive the execution and delivery
of this Agreement and the making of the Loans hereunder.  The
obligation of the Borrower to make payments or to provide
indemnities as provided for in this Agreement shall survive
payment in full of the Loans, expiration of all Letters of Credit
and termination of the Revolving Credit Commitments and this
Agreement.

          5      Payment of Expenses and Taxes.  The Borrower agrees (a) to
pay or reimburse the Agent for all its reasonable out-of-pocket
costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or
modification to, this Agreement, the Notes, the Subsidiaries
Guarantee and any other documents prepared in connection herewith
or therewith, and the consummation of the transactions
contemplated hereby and thereby, including, without limitation,
the reasonable fees and disbursements of counsel to the Agent,
(b) to pay or reimburse each Lender and the Agent for all its
costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the Notes, the
Subsidiaries Guarantee and any such other documents, including,
without limitation, the reasonable fees and disbursements of
counsel (including, without limitation, in-house counsel) to the
Agent and to the several Lenders, (c) to pay, indemnify and hold
each Lender and the Agent harmless from any and all recording and
filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other
similar taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or
consummation of any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or
consent under or in respect of, this Agreement, the Notes, the
Subsidiaries Guarantee and any such other documents, and (d) to
pay, indemnify, and hold each Lender and the Agent harmless from
and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to
the execution, delivery, enforcement, performance and
administration of this Agreement, the Notes, the Subsidiaries
Guarantee and any such other documents; provided, however, that
with respect to subparagraphs (c) and (d), the Borrower shall not
be liable for the payment of any losses, costs, penalties,
judgments, suits, liabilities, damages, penalties, actions,
expenses or disbursements resulting solely from the gross
negligence or wilful misconduct of any such Lender.  The
agreements in this subsection shall survive repayment of the
Loans, the Reimbursement Obligations and all other amounts
payable hereunder.

          6      Successors and Assigns; Participants; Agency.
          (a)    This Agreement shall be binding upon and inure to the
benefit of the Borrower, the Lenders, the Agent, all future
holders of the Loans and their respective successors and assigns,
except that the Borrower may not assign or transfer any of its
rights or obligations under this Agreement without the prior
written consent of each Lender.

          (b)    Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any
time sell to one or more banks or other financial institutions
("Participants") participating interests in any Loan owing to
such Lender, any Reimbursement Obligation with respect to such
Lender, any Revolving Credit Commitment of such Lender or any
other interest of such Lender hereunder and under the other Loan
Documents.  In the event of any such sale by a Lender of
participating interests to a Participant, such Lender's
obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, and such Lender shall
remain the holder of any such Loan or Swing Line Participation
Certificate for all purposes under this Agreement and the other
Loan Documents, and the Borrower and the Agent shall continue to
deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and the
other Loan Documents.  The Borrower agrees that if amounts
outstanding under this Agreement are due and unpaid, or shall
have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be
deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interests
were owing directly to it as a Lender under this Agreement;
provided that such right of setoff shall be subject to the
obligation of such Participant to share with the Lenders, and the
Lenders agree to share with such Participant, as provided in
subsection 10.7.  The Borrower also agrees that each Participant
shall be entitled to the benefits of subsections 2.16, 2.17 and
2.18 as if it were a Lender; provided, that, no Participant shall
be entitled to receive any greater amount pursuant to any such
subsection than the transferor Lender would have been entitled to
receive in respect of the amount of the participation transferred
by such transferor Lender to such Participant had no such
transfer occurred.

          (c)    Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any
time sell to any Lender or any affiliate thereof and, with the
consent of the Borrower and the Agent (which in each case shall
not be unreasonably withheld), to one or more additional banks or
financial institutions (including, without limitation, "prime
rate" funds, insurance companies and other institutions which
purchase performing bank loans in the ordinary course of
business) ("Purchasing Lenders") all or any part of its rights
and obligations under this Agreement and the other Loan Documents
pursuant to an Assignment and Acceptance, executed by such
Purchasing Lender, such transferor Lender (and, in the case of a
Purchasing Lender that is not then a Lender or an affiliate
thereof, by the Borrower and the Agent) and delivered to the
Agent for its acceptance and recording in the Register; provided
that any sale by any Lender of all or any part of its Revolving
Credit Commitment and/or Loans need not be made ratably in
accordance with the respective amounts of such Revolving Credit
Commitment or Loans, if any, held by such Lender immediately
prior to such sale.  Upon such execution, delivery, acceptance
and recording, from and after the Transfer Effective Date
determined pursuant to such Assignment and Acceptance, (x) the
Purchasing Lender thereunder shall be a party hereto and, to the
extent provided in such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder with a Revolving
Credit Commitment and/or Loans as set forth therein, and (y) the
transferor Lender thereunder shall, to the extent provided in
such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of a Assignment and
Acceptance covering all or the remaining portion of a transferor
Lender's rights and obligations under this Agreement, such
transferor Lender shall cease to be a party hereto).  Such
Assignment and Acceptance shall be deemed to amend this Agreement
to the extent, and only to the extent, necessary to reflect the
addition of such Purchasing Lender and the resulting adjustment
of Commitment Percentages and amounts of affected Revolving
Credit Commitments arising from the purchase by such Purchasing
Lender of all or a portion of the rights and obligations of such
transferor Lender under this Agreement and the other Loan
Documents.  Anything in this subsection 10.6(c) to the contrary
notwithstanding, (i) no transfer to any Lender party to this
Agreement on the Restatement Date (an "Original Lender") or any
affiliate thereof by any other Original Lender or any affiliate
thereof shall be made pursuant to this subsection 10.6(c) if such
transfer is in respect of less than $5,000,000 in the aggregate
of the Revolving Credit Commitment of such transferor Original
Lender, (ii) except as provided in preceding clause (i), no
transfer to a Purchasing Lender shall be made pursuant to this
subsection 10.6(c) if such transfer is in respect of less than
$10,000,000 in the aggregate of the Revolving Credit Commitment
of such transferor Lender, (iii) no transfer to a Purchasing
Lender shall be made pursuant to this subsection 10.6(c) if such
transfer shall reduce the transferor Lender's Revolving Credit
Commitment to less than $10,000,000 and (iv) the consent of the
Borrower shall not be required, and, unless requested by the
Purchasing Lender and/or the transferor Lender, new Notes shall
not be required to be executed and delivered by the Borrower, for
any assignment which occurs at any time when any of the events
described in Section 8(f) shall have occurred and be continuing.

          (d)    The Agent, on behalf of the Borrower, shall maintain at
its address referred to in subsection 10.2 a copy of each
Assignment and Acceptance delivered to it and a register (the
"Register") for the recordation of the names and addresses of the
Lenders and the Revolving Credit Commitments of, and principal
amount and types of Loans owing to, each Lender from time to
time.  The entries in the Register shall be conclusive, in the
absence of manifest error, and the Borrower, the Agent and the
Lenders may (and, in the case of any Loan or other obligation
hereunder not evidenced by a Note, shall) treat each Person whose
name is recorded in the Register as the owner of a Loan or other
obligation hereunder as the owner thereof for all purposes of
this Agreement and the other Loan Documents, notwithstanding any
notice to the contrary.  Any assignment of any Loan or other
obligation hereunder not evidenced by a Note shall be effective
only upon appropriate entries with respect thereto being made in
the Register.  The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time
to time upon reasonable prior notice.

          (e)    Upon its receipt of an Assignment and Acceptance executed
by a transferor Lender and a Purchasing Lender together with
payment to the Agent (by the transferor Lender or the Purchasing
Lender, as agreed between them) of a registration and processing
fee of $3,000 for each Purchasing Lender listed in such
Assignment and Acceptance, the Agent shall (i) accept such
Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice of such
acceptance and recordation to the Lenders and the Borrower.

          (f)    The Borrower authorizes each Lender to disclose to any
Participant or Purchasing Lender (each a "Transferee") and any
prospective Transferee any and all financial information in such
Lender's possession concerning the Borrower which has been
delivered to such Lender by the Borrower pursuant to this
Agreement or which has been delivered to such Lender by the
Borrower in connection with such Lender's credit evaluation of
the Borrower prior to entering into this Agreement.

          (g)    For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning
assignments of Loans and Notes relate only to absolute
assignments and that such provisions do not prohibit assignments
creating security interests, including, without limitation, any
pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

          7      Adjustments; Set-off.  (a)  If any Lender (a "benefitted
Lender") shall at any time receive any payment of all or part of
its Loans or the Reimbursement Obligations owing to it, or
interest thereon (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred
to in clause (f) of Section 8, or otherwise), in a greater
proportion than any such payment to any other Lender, if any, in
respect of such other Lender's Loans or the Reimbursement
Obligations owing to it, or interest thereon, such benefitted
Lender shall purchase for cash from the other Lenders such
portion of each such other Lender's Loan or the Reimbursement
Obligations owing to it as shall be necessary to cause such
benefitted Lender to share the excess payment ratably with each
of the Lenders; provided, however, that if all or any portion of
such excess payment is thereafter recovered from such benefitted
Lender, such purchase shall be rescinded and the purchase price
returned to the extent of such recovery, but without interest.
The Borrower agrees that each Lender so purchasing a portion of
another Lender's Loan or the Reimbursement Obligations owing to
it may exercise all rights of payment (including, without
limitation, rights of set-off) with respect to such portion as
fully as if such Lender were the direct holder of such portion.

          (a)    In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence of an Event of Default and
acceleration of the obligations owing in connection with this
Agreement, each Lender shall have the right, without prior notice
to the Borrower, any such notice being expressly waived by the
Borrower to the extent permitted by applicable law, to set off,
appropriate and apply against any indebtedness, whether matured
or unmatured, of the Borrower to such Lender, any amount held by
or owing from such Lender to or for the credit or the account of
the Borrower at, or at any time after, the happening of any of
the above mentioned events, and the aforesaid right of set-off
may be exercised by such Lender against the Borrower or against
any trustee in bankruptcy, debtor in possession, assignee for the
benefit of creditors, receiver, custodian or execution, judgment
or attachment creditor of the Borrower, or against anyone else
claiming through or against the Borrower or such trustee in
bankruptcy, debtor in possession, assignee for the benefit of
creditors, receiver, custodian or execution, judgment or
attachment creditor, notwithstanding the fact that such right of
set-off shall not have been exercised by such Lender prior to the
making, filing or issuance of, or service upon such Lender of, or
of notice of, any such petition, assignment for the benefit of
creditors, appointment or application for the appointment of a
receiver, or issuance of execution, subpoena, order or warrant.
Each Lender agrees promptly to notify the Borrower after any such
set-off and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such
set-off and application.

          8      Merger Transactions.  If consummated, the Merger
Transactions shall be consummated on terms reasonably acceptable
to the Agent and the Lenders and all necessary governmental and
third party waivers shall have been obtained.  For purposes
hereof, the Agent and the Lenders shall be deemed to have
approved the terms of the Merger Transactions, provided that the
material terms thereof are, in the reasonable judgment of the
Agent and the Required Lenders, substantially similar to the
terms and conditions set forth in the copy of the Merger
Agreement heretofore delivered to the Agent and the Lenders.

          9      Non-U.S. Lenders.  Each Lender that is not incorporated
under the laws of the United States of America or a state thereof
shall:

            (i)    deliver to the Borrower and the Agent (A) two duly
     completed copies of United States Internal Revenue Service
     Form 1001 or 4224, or successor applicable form, as the case may
     be, and (B) an Internal Revenue Service Form W-8 or W-9, or
     successor applicable form, as the case may be;

           (ii)   deliver to the Borrower and the Agent two further copies
     of any such form or certification on or before the date that any
     such form or certification expires or becomes obsolete and after
     the occurrence of any event requiring a change in the most recent
     form previously delivered by it to the Borrower; and

          (iii)       obtain such extensions of time for filing and
     complete such forms or certifications as may reasonably be
     requested by the Borrower or the Agent;

unless in any such case an event (including, without limitation,
any change in treaty, law or regulation) has occurred prior to
the date on which any such delivery would otherwise be required
which renders all such forms inapplicable or which would prevent
such Lender from duly completing and delivering any such form
with respect to it and such Lender so advises the Borrower and
the Agent.  Such Lender shall certify (i) in the case of a Form
1001 or 4224, that it is entitled to receive payments under this
Agreement without deduction or withholding of any United States
federal income taxes and (ii) in the case of a Form W-8 or W-9,
that it is entitled to an exemption from United States backup
withholding tax.  Each Person that shall become a Transferee
pursuant to subsection 10.6(f) shall, upon the effectiveness of
the related transfer, be required to provide all of the forms and
statements required pursuant to this subsection, provided that,
in the case of a Participant, such Participant shall furnish all
such required forms and statements to the Lender from which the
related participation shall have been purchased.

          10     Counterparts.  This Agreement may be executed by one or
more of the parties hereto on any number of separate counterparts
and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  A set of the copies of
this Agreement signed by all the parties hereto shall be
delivered to the Borrower and the Agent.

          11     Governing Law; No Third Party Rights.  This Agreement and
the Notes and the rights and obligations of the parties under
this Agreement and the Notes shall be governed by, and construed
and interpreted in accordance with, the law of the State of New
York.  This Agreement is solely for the benefit of the parties
hereto and their respective successors and assigns, and no other
Person shall have any right, benefit, priority or interest under,
or because of the existence of, this Agreement.

          12     Headings.  The headings of the Sections and subsections of
this Agreement are inserted for convenience only and shall not be
deemed to constitute a part hereof.

          13     Submission To Jurisdiction; Waivers.  The Borrower hereby
irrevocably and unconditionally:

          (a)    submits for itself and its property in any legal action or
     proceeding relating to this Agreement and the other Loan
     Documents to which it is a party, or for recognition and
     enforcement of any judgment in respect thereof, to the
     non-exclusive general jurisdiction of the Courts of the State of
     New York, the courts of the United States of America for the
     Southern District of New York, and appellate courts from any
     thereof;

          (b)    consents that any such action or proceeding may be brought
     in such courts and waives any objection that it may now or
     hereafter have to the venue of any such action or proceeding in
     any such court or that such action or proceeding was brought in
     an inconvenient court and agrees not to plead or claim the same;

          (c)    agrees that service of process in any such action or
     proceeding may be effected by mailing a copy thereof by
     registered or certified mail (or any substantially similar form
     of mail), postage prepaid, to the Borrower at its address set
     forth in subsection 10.2 or at such other address of which the
     Agent shall have been notified pursuant thereto;

          (d)    agrees that nothing herein shall affect the right to
     effect service of process in any other manner permitted by law or
     shall limit the right to sue in any other jurisdiction; and

          (e)    waives, to the maximum extent not prohibited by law, any
     right it may have to claim or recover in any legal action or
     proceeding referred to in this subsection any special, exemplary,
     punitive or consequential damages.

          14     Acknowledgements.  The Borrower hereby acknowledges that:

          (a)    it has been advised by counsel in the negotiation,
     execution and delivery of this Agreement and the Notes and the
     other Loan Documents;

          (b)    neither the Agent nor any Lender has any fiduciary
     relationship to the Borrower, and the relationship between Agent
     and Lenders, on one hand, and the Borrower, on the other hand, is
     solely that of debtor and creditor; and

          (c)    no joint venture exists among the Lenders or among the
     Borrower and the Lenders.

          15     WAIVERS OF JURY TRIAL.  THE BORROWER, THE AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR THE NOTES OR ANY LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.

          16     Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.


          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered in New York, New York
by their proper and duly authorized officers as of the day and
year first above written.

                              THE SCOTTS COMPANY
                              
                              
                              
                              By:
                                 Title:
                              
                              
                              CHEMICAL BANK, as Agent and as a
                              Lender
                              
                              
                              
                              By:
                                 Title:




BANK ONE, COLUMBUS, N.A.



By:
   Title:




COMERICA BANK



By:
   Title:




CREDIT LYONNAIS CAYMAN ISLAND
BRANCH



By:
   Title:




THE FIRST NATIONAL BANK OF CHICAGO



By:
   Title:




NATIONAL CITY BANK, COLUMBUS



By:
   Title:




NBD BANK



By:
   Title:




PNC BANK, OHIO, NATIONAL
ASSOCIATION



By:
   Title:




ROYAL BANK OF SCOTLAND



By:
   Title:




SOCIETE GENERALE



By:
   Title:




SOCIETY NATIONAL BANK



By:
   Title:




THE BANK OF NOVA SCOTIA



By:
   Title:




THE BANK OF TOKYO TRUST COMPANY



By:
   Title:




THE CHASE MANHATTAN BANK, N.A.



By:
   Title:




THE NORTHERN TRUST COMPANY



By:
   Title:




THE SANWA BANK, LIMITED, CHICAGO
BRANCH



By:
   Title:




THE TOKAI BANK, LIMITED



By:
   Title:




THE TORONTO-DOMINION BANK



By:
   Title:




UNION BANK



By:
   Title:



                                
                                
                                
                                
                                
                       THE SCOTTS COMPANY
                                
                                
                                
                                
                                
           ___________________________________________
                                
          FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
                                
                   dated as of March 17, 1995
                                
           ___________________________________________
                                
                                
                                
                                
                                
                                
                         CHEMICAL BANK,
                                
                                
                    THE LENDERS PARTY HERETO
                                
                               and
                                
                                
                          CHEMICAL BANK
                            as Agent



                       TABLE OF CONTENTS



SECTION 1.  DEFINITIONS                                         1

            1.1                                     Defined Terms    1
            1.2                     Other Definitional Provisions   19

SECTION 2.  AMOUNT AND TERMS OF LOANS                          19

            2.1                       Revolving Credit Commitment   19
            2.2          Procedure for Revolving Credit Borrowing   19
            2.3                            Swing Line Commitments   20
            2.4                                     Participation   21
            2.5                                         Bid Loans   22
            2.6              Repayment of Loans; Evidence of Debt   24
            2.7                                      Facility Fee   26
            2.8      Termination or Reduction of Revolving Credit
                                                      Commitments   26
            2.9                                       Prepayments   27
            2.10      Cash Collateralization of Letters of Credit   27
            2.11                               Conversion Options   27
            2.12                  Interest Rate and Payment Dates   28
            2.13                 Computation of Interest and Fees   29
            2.14             Inability to Determine Interest Rate   29
            2.15                  Pro Rata Treatment and Payments   30
            2.16                                       Illegality   31
            2.17                              Requirements of Law   31
            2.18                                        Indemnity   33
            2.19                                  Use of Proceeds   34

SECTION 3.  LETTER OF CREDIT FACILITIES                        34

            3.1                                    L/C Commitment   34
            3.2       Procedure for Issuance of Letters of Credit   35
            3.3               Fees, Commissions and Other Charges   35
            3.4                                 L/C Participation   36
            3.5          Reimbursement Obligation of the Borrower   37
            3.6                              Obligations Absolute   38
            3.7                                   Increased Costs   38
            3.8                         Letter of Credit Payments   39
            3.9                                       Application   39
            3.10                 Purpose of the Letters of Credit   39

SECTION 4.  REPRESENTATIONS AND WARRANTIES                     39

            4.1                               Financial Condition   39
            4.2          Corporate Existence; Compliance with Law   40
            4.3       Corporate Power; Authorization;
            Enforceable
              Obligations                                      40
            4.4                                      No Legal Bar   41
            4.5                            No Material Litigation   41
            4.6                               Federal Regulations   41
            4.7         Investment Company Act; Other Regulations   41
            4.8                                   Subsidiaries.     42
            4.9                                        Disclosure   42
            4.10                                        Schedules   42
            4.11                                            ERISA   42
            4.12                                       No Default   42
            4.13                     Title to Real Property, Etc.   43
            4.14                                            Taxes   43
            4.15                            Environmental Matters   43
            4.16                            Intellectual Property   45

SECTION 5.  CONDITIONS PRECEDENT                               45

            5.1     Conditions to Effectiveness of this Agreement   45
            5.2            Conditions to All Extensions of Credit   48

SECTION 6.  AFFIRMATIVE COVENANTS                              49

            6.1                              Financial Statements   49
            6.2                   Certificates; Other Information   49
            6.3                            Payment of Obligations   51
            6.4       Conduct of Business and Maintenance of
              Existence                                        51
            6.5                Maintenance of Property, Insurance   51
            6.6       Inspection of Property; Books and
            Records;
              Discussions                                      51
            6.7                                           Notices   52
            6.8                                 Interest Coverage   53
            6.9                     Maintenance of Leverage Ratio   53
            6.10            Maintenance of Consolidated Net Worth   53
            6.11                                 New Subsidiaries   53
            6.12                                       Clean Down   54
            6.13         Environmental, Health and Safety Matters   54

SECTION 7.  NEGATIVE COVENANTS                                 55

            7.1                        Limitation on Indebtedness   55
            7.2                               Limitation on Liens   56
            7.3              Limitation on Contingent Obligations   57
            7.4                 Limitation on Fundamental Changes   57
            7.5     Limitation on Dividends and Stock Repurchases   58
            7.6                Limitation on Capital Expenditures   59
            7.7     Limitation on Investments, Loans and Advances   59
            7.8                              Limitation on Leases   60
            7.9         Transactions with Affiliates and Officers   60
            7.10                     Limitation on Sale of Assets   61
            7.11                               Sale and Leaseback   61
            7.12      Limitation on Prepayments of
            Subordinated Debt
              and Modification of the Subordinated Notes       61
            7.13                                      Fiscal Year   62
            7.14                                    Sierra-Sunpol   62

SECTION 8.  EVENTS OF DEFAULT                                  62

SECTION 9.  THE AGENT                                          66

            9.1                                       Appointment   66
            9.2                              Delegation of Duties   67
            9.3                            Exculpatory Provisions   67
            9.4                                 Reliance by Agent   67
            9.5                                 Notice of Default   68
            9.6     Non-Reliance on Agent, Other Lenders and CBAS   68
            9.7                                   Indemnification   69
            9.8                  Agent in Its Individual Capacity   69
            9.9                                   Successor Agent   70

SECTION 10.  MISCELLANEOUS                                     70

            10.1                           Amendments and Waivers   70
            10.2                                          Notices   71
            10.3                   No Waiver; Cumulative Remedies   71
            10.4      Survival of Representations,
            Warranties and
              Indemnities                                      71
            10.5                    Payment of Expenses and Taxes   72
            10.6     Successors and Assigns; Participants; Agency   72
            10.7                             Adjustments; Set-off   75
            10.8                              Merger Transactions   76
            10.9                                 Non-U.S. Lenders   77
            10.10  Counterparts                                77
            10.11  Governing Law; No Third Party Rights        77
            10.12  Headings                                    78
            10.13  Submission To Jurisdiction; Waivers         78
            10.14  Acknowledgements                            78
            10.15  WAIVERS OF JURY TRIAL                       79
            10.16  Severability                                79

SCHEDULES

Schedule I              Lenders; Revolving Credit Commitments;
                      Commitment Percentages; Lender Addresses
Schedule 4.5        Litigation
Schedule 4.6        Certain Transactions
Schedule 4.8          Subsidiaries
Schedule 5.1(e)     Proceedings
Schedule 7.1(c)     Existing Indebtedness
Schedule 7.2(h)     Existing Liens and Encumbrances


EXHIBITS

Exhibit A           Form of Revolving Credit Note
Exhibit B           Form of Swing Line Note
Exhibit C           Form of Bid Note
Exhibit D           Form of Swing Line Participation Certificate
Exhibit E                  Form of Subsidiaries  Guarantee
Exhibit F           Form of Opinion of Vorys, Sater, Seymour
                      and Pease
Exhibit G           Form of Borrowing Certificate
Exhibit H           Form of Assignment and Acceptance
Exhibit I           Form of Bid Loan Confirmation
Exhibit J           Form of Bid Loan Request
Exhibit K           Form of Bid Quote



                           THE SCOTTS COMPANY
 
               Computation of Net Income Per Common Share
                           Primary (Unaudited)
             (Dollars in thousands except per share amounts)


                        For the Six Months Ended    For the Three Months Ended
                        April 2        April 1      April 2            April 1
                         1994           1995         1994               1995

Net income for computing
  net income per common
  share: 

Net income             $ 11,456       $ 11,677     $ 13,013          $ 14,815

Net income per common
   share:

Net income per common
   share               $    .61       $    .62     $    .69          $    .79

                       Computation of Weighted Average Number
                      of Common Shares Outstanding (Unaudited)

                        For the Six Months Ended    For the Three Months Ended
                        April 2        April 1      April 2           April 1
                         1994           1995         1994              1995

Weighted average common shares
   outstanding during the
   period              18,659,472    18,667,064     18,658,999      18,667,064

Effect of options outstanding
   based upon the Treasury
   Stock Method:

  Performance shares      102,484                       84,961

  January 1992 - 136,364
    at $9.90               73,326        68,495         71,598          64,097
  June 1992 - 15,000
    at $16.25               2,245          -             1,896            -
  November 1992 - 522,175
    at $16.25              21,540        44,127         18,184          13,156
  December 1992 - 300,000
    at $18.00              17,425          -             9,678            -
  March 1993 - 24,000
    at $18.25               1,080          -               452            -
  October 1993 - 247,170
    at $17.25              12,649         6,963          9,432            -
  October 1994 - 254,420
    at $18.25                -           32,250           -             17,857
  January 1995 - 18,000
    at $16.50                -            1,268           -                184

Weighted average common shares
  outstanding during the period for
  computing net income per
  common share         18,890,221    18,820,167      18,855,200     18,762,358

Fully diluted weighted average shares outstanding were not materially
different than primary weighted average shares outstanding for the
periods presented.


 

5 This schedule contains summary financial information extracted from the consolidated balance sheet at April 1, 1995 and statement of income for the six months ended April 1, 1995 of The Scotts Company and its subsidiaries and is qualified in its entirety by reference to such financial statements. 1000 U.S. DOLLARS 6-MOS SEP-30-1995 OCT-01-1994 APR-01-1995 1 6,619 0 255,904 3,395 143,574 425,543 218,905 75,114 708,842 166,032 0 211 0 0 183,129 708,842 334,111 335,106 177,410 297,791 3,548 0 13,808 19,959 8,282 11,677 0 0 0 11,677 .62 .62