UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                 Amendment No. 1

                               THE SCOTTS COMPANY
                                (Name of Issuer)


                              CLASS A COMMON STOCK
                         (Title of Class of Securities)


                                    810186106
                                 (CUSIP Number)


       Check the following box if a fee is being paid with this statement ( ).












                                  SCHEDULE 13G
                                 Amendment No. 1

                               THE SCOTTS COMPANY
                                (Name of Issuer)

                              CLASS A COMMON STOCK
                         (Title of Class of Securities)

                                    810186106
                                 (CUSIP Number)


(1)    Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
       Persons

       Trimark Financial Corporation

(2)   Check the Appropriate Box if a Member of a Group

       (a)
       (b)        (x)

(3)    SEC Use Only


(4)    Citizenship or Place of Organization

       Trimark Financial Corporation is a corporation incorporated under the
       laws of Ontario, Canada


Number of         (5)      Sole Voting Power               1,318,100 shares
Shares
Benefici-         (6)      Shared Voting Power                NIL
ally Owned
by Each           (7)      Sole Dispositive Power          1,318,100 shares
Reporting
Person With       (8)      Shared Dispositive Power  NIL


(9)    Aggregate Amount Beneficially Owned by Each Reporting Person

                                                              1,318,100 shares

(10)    Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                            Not applicable

(11)    Percent of Class Represented by Amount in Row 9

                                      7.1 % of outstanding Class A common shares

(12)   Type of Reporting Person             HC  (see item 2A)








                                    Item 1(a)

Name of Issuer:   The Scotts Company




                                    Item 1(b)

Address of Issuer's Principal Executive Offices:

         14111 Scottslawn Road
         Marysville, Ohio 43041

                                    Item 2(a)

Name of Person Filing:

Certain Trimark mutual funds (the "Funds"), which are trusts organized under the
laws of Ontario,  Canada, are owners of record of the securities covered by this
report. Trimark Investment Management Inc. ("TIMI"), a corporation  incorporated
under the laws of  Canada,  is a  manager  and  trustee  of the  Funds.  TIMI is
qualified  to act as an  investment  adviser  and  manager  of the  Funds in the
province  of  Ontario  pursuant  to a  registration  under  the  Securities  Act
(Ontario).  Trimark Financial Corporation ("TFC") is a corporation  incorporated
under the laws of Ontario,  Canada. It owns 100% of the voting equity securities
of TIMI.  Consequently,  TFC may be  deemed to be the  beneficial  owner of such
securities.


                                    Item 2(b)

Address of Principal Business Office:

                            One First Canadian Place
                            Suite 5600, P.O. Box 487
                                Toronto, Ontario
                                     M5X 1E5

                                 (416) 362-7181



                                    Item 2(c)

Citizenship:

Trimark Financial Corporation - Incorporated under the laws of Ontario, Canada
Trimark Investment Management Inc. - Incorporated under the laws of Canada

Trimark mutual funds - mutual fund trusts organized under the laws of Ontario









                                    Item 2(d)

Title of Class of Securities:       Class A Common Stock



                                    Item 2(e)

CUSIP Number:                       810186106



                                     Item 3

If this  statement  is filed  pursuant to Rules  13d-1(b),  or  13d-2(b),  check
whether the person filing is a:

  (a)  (   )   Broker or Dealer registered under Section 15 of the Act

  (b)  (   )   Bank as defined in section 3(a) (6) of the Act

  (c)  (   )   Insurance Company as defined in section 3(a)(19) of the Act

  (d)  (   )   Investment Company registered under section 8 of the Investment
               Company Act

  (e)  (   )   Investment Adviser registered under section 203 of the Investment
               Advisers Act of 1940

  (f)  (   )   Employee Benefit Plan, Pension Fund which is subject to the
               provisions of the Employee Retirement Income Security Act of
               1974 or Endowment Fund; see 240.13d-1(b) (1) (ii)(F)

  (g)  (x )    Parent Holding Company, in accordance with 240.13d-1(b) (ii)(G)
               (Note:  See Item 7)

  (h)  (   )   Group, in accordance with 240.13d-1(b) (ii)(H)

                            (see item 2A)


                                     Item 4

Ownership.

       (a)      Amount Beneficially Owned*:

                            1,318,100       shares

       (b)      Percent of Class:

                            7.1     %







       (c)      Number of shares as to which such person has*:

(i)    sole power to vote or to direct the vote: (TFC)`                1,318,100
(ii)   shared power to vote or to direct the vote:                           NIL
(iii)  sole power to dispose or to direct the disposition of: (TFC)    1,318,100
(iv)   shared power to dispose or to direct the disposition of:              NIL

                *      (see item 2(a))





                                     Item 5

Ownership of Five Percent or Less of a Class

       Inapplicable



                                     Item 6

Ownership of More than Five Percent on Behalf of Another Person

       Inapplicable



                                     Item 7

Identification  and Classification of the Subsidiary which Acquired the Security
Being Reported on By the Parent Holding Company.

       See item 2(a)



                                     Item 8

Identification and Classification of Members of the Group.

       Inapplicable



                                     Item 9

Notice of Dissolution of Group.

       Inapplicable










                                     Item 10

Certification.

       By signing  below I certify that, to the best of my knowledge and belief,
the  securities  referred  to above  were  acquired  in the  ordinary  course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.

Signature.

       After  reasonable  inquiry and to the best of my knowledge and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

Date:                  February 5, 1997


Signature:

Name/Title:      Michael Kevin Feeney, Chief Financial Officer, on behalf of
                 Trimark Financial Corporation in its capacity as a  "Reporting
                 Person" herein.


                 Attention:  Intentional misstatements or omissions of fact
                 constitute Federal criminal violations (See 18 U.S.C. 1001).