SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 10
TO
SCHEDULE 14D-9
(WITH RESPECT TO THE TENDER OFFER BY
IMPERIAL CHEMICAL INDUSTRIES PLC )
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________________
GROW GROUP, INC.
(Name of Subject Company)
GROW GROUP, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
399820 10 9
(CUSIP Number of Class of Securities)
Lloyd Frank, Esq.
Secretary
Grow Group, Inc.
200 Park Avenue
New York, N.Y. 10166
(212) 599-4400
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing statement).
With a Copy to:
Daniel E. Stoller, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, N.Y. 10022
(212) 735-3000
This Amendment supplements and amends as Amendment No. 10
the Solicitation/Recommendation Statement on Schedule 14D-9,
originally filed on May 4, 1995 (the "ICI Schedule 14D-9"), by
Grow Group, Inc., a New York corporation (the "Company"),
relating to the tender offer by GDEN Corporation, a New York
corporation (the "Purchaser") and an indirect wholly owned
subsidiary of Imperial Chemical Industries PLC, a corporation
organized under the laws of England ("Parent"), initially
disclosed in a Tender Offer Statement on Schedule 14D-1, dated
May 4, 1995, to purchase all outstanding shares of common stock,
par value $0.10 per share (the "Common Stock" or the "Shares"),
of the Company, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated May 4, 1995, as amended by
the Supplement thereto filed on May 22, 1995 (the "Supplement"),
and the revised Letter of Transmittal. Capitalized terms used
and not otherwise defined herein shall have the meanings set
forth in the ICI Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
SHERWIN-WILLIAMS OFFER.
On May 22, 1995, Sherwin-Williams announced that it was
withdrawing the Sherwin-Williams Offer and that, subject to
appropriate documentation, Sherwin-Williams would terminate the
litigation that was previously filed in federal and state courts
with regard to the Offer by Parent and the Purchaser.
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.
Dated: May 23, 1995 GROW GROUP, INC.
By /s/ Lloyd Frank
Title: Secretary
