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Proc-Type: 2001,MIC-CLEAR
Originator-Name: keymaster@town.hall.org
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 pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ==
MIC-Info: RSA-MD5,RSA,
 nvbmUUENCMX5D8LK43Zrtfh8cHcwih/3e2HBRVtLwA/DBB28k0pGd7JylHkFepDl
 byZl7hxNC3tplxKQz+iwKg==

<IMS-DOCUMENT>0000896463-94-000005.txt : 19940128
<IMS-HEADER>0000896463-94-000005.hdr.sgml : 19940128
ACCESSION NUMBER:		0000896463-94-000005
CONFORMED SUBMISSION TYPE:	DEFA14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19940126

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SCOTTS COMPANY
		CENTRAL INDEX KEY:			0000825542
		STANDARD INDUSTRIAL CLASSIFICATION:	2870
		IRS NUMBER:				311199481
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		DEFA14A
		SEC ACT:		34
		SEC FILE NUMBER:	000-19768
		FILM NUMBER:		94502842

	BUSINESS ADDRESS:	
		STREET 1:		14111 SCOTTSLAWN RD
		CITY:			MARYSVILLE
		STATE:			OH
		ZIP:			43041
		BUSINESS PHONE:		5136440011

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CDS HOLDING CORP
		DATE OF NAME CHANGE:	19900104
</IMS-HEADER>
<DOCUMENT>
<TYPE>DEFA14A
<SEQUENCE>1
<DESCRIPTION>LETTER TO STOCKHOLDERS
<TEXT>

THE SCOTTS COMPANY
14111 Scottslawn Road
Marysville, OH  43041


                                   January 25, 1994

Dear Fellow Stockholder:

The Annual Meeting of the Stockholders (the "Annual Meeting") of
The Scotts Company (the "Company") will be held at 9:00 a.m.
(Eastern Standard Time) on Tuesday, March 8, 1994, at the Columbus
Marriott North, 6500 Doubletree Avenue, Columbus, Ohio.  The
enclosed Notice of the Annual Meeting and Proxy Statement contain
detailed information about the business to be transacted at the
Annual Meeting.

The Board of Directors has nominated the nine present directors to
serve as directors of the Company for the ensuing year.  Management
recommends that you vote for all of the nominees.

In addition to the election of directors, you are being asked to
ratify the selection of Coopers & Lybrand as independent auditors
of our Company for the 1994 fiscal year.  The Board of Directors
recommends that you vote for this proposal.

On behalf of the Board of Directors and management, I cordially
invite you to attend the Annual Meeting.

The prompt return of your proxy in the enclosed business return
envelope will save the Company additional expenses of solicitation
and will help ensure that as many shares as possible are
represented.

                                   Sincerely,


                                   /s/ Tadd C. Seitz

                                   Tadd C. Seitz
                                   Chairman and Chief Executive
Officer

<PAGE>
</TEXT>
</DOCUMENT>
</IMS-DOCUMENT>
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