THIS CONFORMING PAPER FORMAT DOCUMENT IS
BEING SUBMITTED PURSUANT TO RULE 901(d)
OF REGULATION S-T
THE SCOTTS COMPANY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 8, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of shares of Class A Common Stock of The
Scotts Company (the "Company") hereby appoints Paul D. Yeager and
Craig D. Walley, and each of them, the Proxies of the undersigned,
with full power of substitution, to attend the Annual Meeting of
Stockholders of the Company to be held at the Columbus Marriott
North, 6500 Doubletree Avenue, Columbus, Ohio, on Tuesday, March
8, 1994, at 9:00 a.m., Eastern Standard Time, and any adjournment
or adjournments thereof, and to vote all of the shares of Class A
Common Stock which the undersigned is entitled to vote at such
Annual Meeting or at any adjournment or adjournments thereof:
1. To elect nine directors to serve for terms of one year each:
James B Beard, John S. Chamberlin, Alberto Cribiore,
Joseph P. Flannery, Theodore J. Host, Tadd C. Seitz,
Donald A. Sherman, John M. Sullivan, L. Jack Van Fossen
____ Vote for all nominees ____ Vote withheld for all nominees
____ Vote for all nominees except
_______________________________________
2. To ratify the selection of Coopers & Lybrand as independent
auditors of the Company for the 1994 fiscal year:
____ FOR ____ AGAINST ____ ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon
such other matters (none known at the time of solicitation of
this proxy) as may properly come before the Annual Meeting or
any adjournment or adjournments thereof.
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT VOTED AS
SPECIFIED. IF NO CHOICE IS INDICATED, THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
LISTED IN ITEM NO. 1 AS DIRECTORS OF THE COMPANY AND "FOR"
PROPOSAL NO. 2. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT
BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS
THEREOF OR IF A NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN
THE PROXY STATEMENT IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL
NOT SERVE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
IN THE DISCRETION OF THE PROXIES ON SUCH MATTERS OR FOR SUCH
SUBSTITUTE NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.
(THIS PROXY CONTINUES AND MUST BE SIGNED AND DATED ON THE REVERSE SIDE)
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The undersigned hereby acknowledges receipt of the Notice of
the Annual Meeting of Stockholders, dated January 25, 1994, the
Proxy Statement furnished therewith, and the Annual Report of the
Company for the fiscal year ended September 30, 1993. Any proxy
heretofore given to vote the shares of Class A Common Stock which
the undersigned is entitled to vote at the Annual Meeting of
Stockholders is hereby revoked.
Date________________________________________
____________________________________________
____________________________________________
Stockholder sign name exactly as it
is stenciled hereon.
NOTE: Please fill in, sign and
return this proxy in the
enclosed envelope. When
signing as Attorney,
Executor, Administrator,
Trustee or Guardian, please
give full title as such.
If signer is a corporation,
please sign the full
corporate name by
authorized officer. Joint
Owners should sign
individually. (Please note
any change of address on
this proxy.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SCOTTS COMPANY
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