As filed with the Securities and Exchange Commission on January 30, 1995
                          Registration No. 33-60056


                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                     __________________________________



                        POST-EFFECTIVE AMENDMENT NO. 1

                                      TO

                                   FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     __________________________________

                              THE SCOTTS COMPANY                        
            (Exact name of registrant as specified in its charter)

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


 14111 Scottslawn Road, Marysville, Ohio                    43041   
 (Address of Principal Executive Offices)                 (Zip Code)


                                             
              The Scotts Company 1992 Long Term Incentive Plan        
                           (Full title of the plan)

                                                  Copy to:
Craig D. Walley, Esq.                       Elizabeth Turrell Farrar, Esq.
The Scotts Company                          Vorys, Sater, Seymour and Pease
14111 Scottslawn Road                       52 East Gay Street
Marysville, Ohio  43041                     P.O. Box 1008
(Name and address of agent for service)     Columbus, Ohio  43216-1008

                           (513) 644-0011                         
   (Telephone number, including area code, of agent for service)





          On September 20, 1994, The Scotts Company, a Delaware
corporation ("Scotts Delaware"), having a class of securities
registered under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), was merged (the "Merger")
with and into The Scotts Company, an Ohio corporation ("Scotts
Ohio") and a wholly-owned subsidiary of Scotts Delaware which was
formed as an Ohio corporation as a vehicle to effect the change of
Scotts Delaware's state of incorporation from Delaware to Ohio
through the Merger.  The Merger was approved by the stockholders
of Scotts Delaware at a Special Meeting of Stockholders held on
September 20, 1994.  

            Each share of Class A Common Stock, par value $0.01 per
share (the "Scotts Delaware Shares"), of Scotts Delaware was
converted into one common share, without par value (the "Scotts
Ohio Common Shares"), of Scotts Ohio.  By virtue of the Merger,
Scotts Ohio has succeeded to all the business, properties, assets
and liabilities of Scotts Delaware.

            Pursuant to Rule 414 promulgated under the Securities Act
of 1933, as amended (the "1933 Act"), Scotts Ohio hereby adopts
the Registration Statement on Form S-8 (Registration No. 33-60056)
of Scotts Delaware, related to the registration under the 1933 Act
of 2,700,000 Scotts Delaware Shares to be offered under The Scotts
Company 1992 Long Term Incentive Plan, as Scotts Ohio's own
Registration Statement on Form S-8 for all purposes of the 1933 Act
and the Exchange Act.

                                    PART II

Item 3.  Incorporation of Documents by Reference.  

            The description of the Scotts Ohio Common Shares
contained in the Registration Statement on Form 8-B (File No.
0-19768) of Scotts Ohio filed with the Securities and Exchange
Commission on January 17, 1995, is hereby incorporated by
reference.  

Item 6.  Indemnification of Directors and Officers.

            ARTICLE FIVE of the Regulations of Scotts Ohio governs
the indemnification of officers and directors of Scotts Ohio. 
ARTICLE FIVE provides:  

            Section 5.01.  Mandatory Indemnification.  The
      corporation 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 com-
      pleted 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 proceeding 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 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, 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 notwithstanding, 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
      indemnification required under Section 5.01 and not
      precluded under Section 5.02 shall be made by the corpor-
      ation only upon a determination that such indemnifica-
      tion of the officer or director is proper in the circum-
      stances because he has met the applicable 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 disinter-
      ested 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 determina-
      tion, 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 corpora-
      tion 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 corpora-
      tion 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 otherwise:

            (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 corpor-
      ation, 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 direc-
      tors, 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 conviction of
      him, without the imposition of a fine upon him and with-
      out his payment or agreement to pay any amount in settle-
      ment 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 partici-
      pants 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 proceed-
      ing 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.  

            Division (E) of Section 1701.13 of the Ohio Revised Code
addresses indemnification by an Ohio corporation and provides as
follows:

            (E)(1)  A corporation may indemnify or agree to
      indemnify any person who was or is a party, or is threat-
      ened to be made a party, to any threatened, pending, or
      completed action, suit or proceeding, whether civil,
      criminal, administrative, or investigative, other than
      an action 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, a limited liability company, or a
      partnership, joint venture, trust, or other enterprise,
      against expenses including attorney's fees, judgments,
      fines and amounts paid in settlement actually and reason-
      ably 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, if he had no
      reasonable cause to believe his conduct was unlawful. 
      The termination of any action, suit, or proceeding by
      judgment, order, settlement, or conviction, or upon a
      plea of nolo contendere or its equivalent, shall not, of
      itself, create a presumption that the person did not act
      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 reasonable cause to believe that his
      conduct was unlawful.

            (2)  A corporation may indemnify or agree to indem-
      nify any person who was or is a party, or is threatened
      to be made a party, to any threatened, pending, or com-
      pleted action or suit by or in the right of the corpora-
      tion 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 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, a limited liability company, or a partnership,
      joint venture, trust, or other enterprise, against
      expenses, including attorney's fees, actually and reason-
      ably incurred by him in connection with the defense or
      settlement of such action or suit, 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,
      except that no indemnification shall be made in respect
      of any of the following:

            (a)  Any claim, issue, or matter as to which such
      person is adjudged to be liable for negligence or mis-
      conduct in the performance of his duty to the corporation
      unless, and only to the extent that, the court of common
      pleas or the court in which such action or suit was
      brought determines upon application, that, despite the
      adjudication of liability, but in view of all the circum-
      stances of the case, such person is fairly and reasonably
      entitled to indemnity for such expenses as the court of
      common pleas or such other court shall deem proper;  

            (b)  Any action or suit in which the only liability
      asserted against a director is pursuant to section
      1701.95 of the Revised Code.  

            (3)  To the extent that a director, trustee,
      officer, employee, member, manager, or agent has been
      successful on the merits or otherwise in defense of any
      action, suit, or proceeding referred to in division
      (E)(1) or (2) of this section, or in defense of any
      claim, issue, or matter therein, he shall be indemnified
      against expenses, including attorney's fees, actually and
      reasonably incurred by him in connection with the action,
      suit, or proceeding.  

            (4)  Any indemnification under division (E)(1) or
      (2) of this section, unless ordered by a court, shall be
      made by the corporation only as authorized in the
      specific case, upon a determination that indemnification
      of the director, trustee, officer, employee, member,
      manager, or agent is proper in the circumstances because
      he has met the applicable standard of conduct set forth
      in division (E)(1) or (2) of this section.  Such
      determination shall be made as follows:

            (a)  By a majority vote of a quorum consisting of
      directors of the indemnifying corporation who were not
      and are not parties to or threatened with the action,
      suit, or proceeding referred to in division (E)(1) or (2)
      of this section;

            (b)   If the quorum described in division (E)(4)(a)
      of this section is not obtainable or if a majority vote
      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 indem-
      nified within the past five years;

            (c)  By the shareholders;

            (d)  By the court of common pleas or the court in
      which the action, suit, or proceeding referred to in
      division (E)(1) or (2) of this section was brought.  

            Any determination made by the disinterested direc-
      tors under division (E)(4)(a) or by independent legal
      counsel under division (E)(4)(b) of this section shall
      be promptly communicated to the person who threatened or
      brought the action or suit by or in the right of the
      corporation under division (E)(2) of this section, and,
      within ten days after receipt of such notification, such
      person shall have the right to petition the court of
      common pleas or the court in which such action or suit
      was brought to review the reasonableness of such determ-
      ination.  

            (5)(a)  Unless at the time of a director's act or
      omission that is the subject of an action, suit, or
      proceeding referred to in division (E)(1) or (2) of this
      section, the articles or the regulations of a corpor-
      ation state, by specific reference to this division, that
      the provisions of this division do not apply to the
      corporation and unless the only liability asserted
      against a director in an action, suit, or proceeding
      referred to in division (E)(1) or (2) of this section is
      pursuant to section 1701.95 of the Revised Code,
      expenses, including attorney's fees, incurred by a
      director in defending the action, suit, or proceeding
      shall be paid by the corporation as they are incurred,
      in advance of the final disposition of the action, suit,
      or proceeding, upon receipt of an undertaking by or on
      behalf of the director in which he agrees to do both of
      the following:

            (i)  Repay such amount if it is proved by clear and
      convincing evidence in a court of competent jurisdiction
      that his action or failure to act involved an act or
      omission undertaken with deliberate intent to cause
      injury to the corporation or undertaken with reckless
      disregard for the best interests of the corporation;

            (ii)  Reasonably cooperate with the corporation
      concerning the action, suit, or proceeding. 

            (b)  Expenses, including attorney's fees, incurred
      by a director, trustee, officer, employee, member,
      manager, or agent in defending any action, suit, or
      proceeding referred to in division (E)(1) or (2) of this
      section, may be paid by the corporation as they are
      incurred, in advance of the final disposition of the
      action, suit, or proceeding, as authorized by the
      directors in the specific case, upon receipt of an
      undertaking by or on behalf of the director, trustee,
      officer, employee, member, manager, or agent to repay
      such amount, if it ultimately is determined that he is
      not entitled to be indemnified by the corporation.  

            (6)  The indemnification authorized by this section
      shall not be exclusive of, and shall be in addition to,
      any other rights granted to those seeking indemnification
      under the articles, the regulations, any agreement, a
      vote of shareholders or disinterested directors, or
      otherwise, both as to action in their official capacities
      and as to action in another capacity while holding their
      offices or positions, and shall continue as to a person
      who has ceased to be a director, trustee, officer,
      employee, member, manager, or agent and shall inure to
      the benefit of the heirs, executors, and administrators
      of such a person.  

            (7)  A 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 or for any person who is or was
      a director, officer, employee, or agent of the corpora-
      tion, or is or was serving at the request of the corpora-
      tion as a director, trustee, officer, employee, member,
      manager, or agent of another corporation, domestic or
      foreign, nonprofit or for profit, a limited liability
      company, or a 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 power to indemnify him against such
      liability under this section.  Insurance may be purchased
      from or maintained with a person in which the corporation
      has a financial interest.  

            (8)  The authority of a corporation to indemnify
      persons pursuant to division (E)(1) or (2) of this
      section does not limit the payment of expenses as they
      are incurred, indemnification, insurance, or other
      protection that may be provided pursuant to divisions
      (E)(5), (6), and (7) of this section.  Divisions (E)(1)
      and (2) of this section do not create any obligation to
      repay or return payments made by the corporation pursuant
      to division (E)(5), (6), or (7).  

            (9)  As used in division (E) of this section,
      references to "corporation" includes all constituent
      entities in a consolidation or merger and the new or
      surviving corporation, so that any person who is or was
      a director, officer, employee, trustee, member, manager,
      or agent of such a constituent entity or is or was
      serving at the request of such constituent entity as a
      director, trustee, officer, employee, member, manager,
      or agent of another corporation, domestic or foreign,
      nonprofit or for profit, a limited liability company, or
      a partnership, joint venture, trust, or other enterprise,
      shall stand in the same position under this section with
      respect to the new or surviving corporation as he would
      if he had served the new or surviving corporation in the
      same capacity.  


            Scotts Ohio has purchased insurance coverage under a
policy which insures directors and officers against certain
liabilities which might be incurred by them in such capacity.

            Section 11.5 of The Scotts Company 1992 Long Term
Incentive Plan (the "Plan") governs the indemnification of the
Board of Directors (the "Board") of Scotts Ohio and of the
Compensation Committee (the "Committee") of the Board in connection
with the Plan.  That Section provides:

            11.5.  Indemnification.  Each person who is or
            shall have been a member of the Committee or
            of the Board shall be indemnified and held
            harmless by the Company against and from any
            loss, cost, liability, or expense that may be
            imposed upon or reasonably incurred by him in
            connection with or resulting from any claim,
            action, suit, or proceeding to which he may be
            made a party or in which he may be involved by
            reason of any action taken or failure to act
            under the Plan and against and from any and
            all amounts paid by him in settlement thereof,
            with the Company's approval, or paid by him in
            satisfaction of any judgment in any such
            action, suit, or proceeding against him, pro-
            vided he shall give the Company an opportun-
            ity, at its own expense, to handle and defend
            the same before he undertakes to handle and
            defend it on his own behalf.  The foregoing
            right of indemnification shall not be exclu-
            sive and shall be independent of any other
            rights of indemnification to which such
            persons may be entitled under the Company's
            Articles of Incorporation or By-Laws, by
            contract, as a mater of law, or otherwise.


Item 8.  Exhibits.

            See the Index to Exhibits at page 16.


                   [Signatures begin on the following page.]

                                  SIGNATURES

            The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Marysville, State of Ohio, on the 24th day of January, 1995.

                                    THE SCOTTS COMPANY


                                    By: /s/ Tadd C. Seitz              
                                       Tadd C. Seitz, Chairman of the
                                       Board and Chief Executive Officer



            Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 1 to Registration Statement
has been signed by the following persons in the capacities
indicated on January 24, 1995.

Signature

Title


Tadd C. Seitz*      
Tadd C. Seitz  


Chairman of the Board, Chief
Executive Officer and Director
Theodore J. Host*   
Theodore J. Host
President, Chief Operating
Officer and Director

James B Beard*      
James B Beard
Director

John S. Chamberlin* 
John S. Chamberlin
Director


*By Power of Attorney

/s/ Tadd C. Seitz  
Tadd C. Seitz
(Attorney-in-Fact)



Joseph P. Flannery* 
Joseph P. Flannery
Director

Karen Gordon Mills* 
Karen Gordon Mills
Director

Donald A. Sherman*  
Donald A. Sherman
Director

John M. Sullivan*   
John M. Sullivan
Director

L. Jack Van Fossen* 
L. Jack Van Fossen
Director

Paul D. Yeager*     
Paul D. Yeager
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer

*By Power of Attorney


/s/ Tadd C. Seitz  
Tadd C. Seitz
(Attorney-in-Fact)

                               INDEX TO EXHIBITS


Exhibit No.        Description                    Page No.

  4(a)        Articles of Incorporation of
              The Scotts Company, as amended
              on September 20, 1994
                                                  Incorporated herein by
                                                  reference to Exhibit 3(a)
                                                  to the Registrant's
                                                  Annual Report on Form
                                                  10-K for the fiscal year
                                                  ended September 30, 1994
                                                  (File No. 0-19768)

  4(b)
              Code of Regulations of The
              Scotts Company
                                                  Incorporated herein by
                                                  reference to Exhibit 3(b)
                                                  to the Registrant's
                                                  Annual Report on Form
                                                  10-K for the fiscal year
                                                  ended September 30, 1994
                                                  (File No. 0-19768)


  24
              Powers of Attorney                  Pages 17 through 27




                              POWERS OF ATTORNEY
                                 ____________



                               POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.



                                    /s/ Tadd C. Seitz                 
                                    Tadd C. Seitz



                        POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.



                                    /s/ Theodore J. Host               
                                    Theodore J. Host




                       POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.



                                    /s/ James B Beard                  
                                    James B Beard





                        POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.



                                    /s/ John S. Chamberlin             
                                    John S. Chamberlin






                           POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.



                                    /s/ Joseph P. Flannery             
                                    Joseph P. Flannery






                            POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as her true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for her
and in her name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set her
hand as of this 14th day of December, 1994.



                                    /s/ Karen Gordon Mills             
                                    Karen Gordon Mills






                              POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.



                                    /s/ Donald A. Sherman              
                                    Donald A. Sherman





                             POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.


                                    /s/ John M. Sullivan               
                                    John M. Sullivan





                           POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.



                                    /s/ L. Jack Van Fossen             
                                    L. Jack Van Fossen





                             POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned
officer and/or director of THE SCOTTS COMPANY, an Ohio corpora-
tion, which is about to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Post-Effective Amendment
No. 1 to a Registration Statement on Form S-8 with respect to the
registration of certain of its Common Shares for offering and sale
pursuant to The Scotts Company 1992 Long Term Incentive Plan,
hereby constitutes and appoints Tadd C. Seitz and Craig D. Walley,
and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign such Post-Effective Amendment No. 1 and any and all subsequent
amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact
and agents, and substitute or substitutes, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all things that each of said attorneys-
in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

            IN WITNESS WHEREOF, the undersigned has hereunto set his
hand as of this 14th day of December, 1994.



                                    /s/ Paul D. Yeager                 
                                    Paul D. Yeager