UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
THE SCOTTS COMPANY
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
810186106
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201)325-8660
(Name Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 16, 1997
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4)
check the following box [ ].
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 810186106
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 681,200
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 167,700
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 681,200
_________________________________________________________________
(10) Shared Dispositive Power
167,700
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 848,900
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11) excludes
certain shares: N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
4.6%
_________________________________________________________________
14) Type of Reporting Person
I N
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 848,900 Shares. Of this
amount, 266,900 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $4,221,573; 21,900 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $403,769; 392,400
Shares were purchased by Omega Overseas Partners, Ltd., at a cost
of $7,452,644; and 167,700 Shares were purchased by the Managed
Account at a cost of $2,903,959. The source of funds for the
purchase of all such Shares was investment capital.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10Q for the quarterly period ended March 29, 1997, filed with
the Securities & Exchange Commission, there were 18,597,147 Shares
of Common Stock issued and outstanding on May 7, 1997. Omega
Capital Partners, L.P. owns 266,900 Shares, or 1.4% of those
outstanding; Omega Institutional Partners, L.P. owns 21,900 Shares,
or 0.1% of those outstanding; Omega Overseas Partners, Ltd. owns
392,400 Shares, or 2.1% of those outstanding; and the Managed
Account owns 167,700 Shares, or 1.0% of those outstanding.
The following table details the transactions by each of
Omega Capital Partners, L.P., Omega Institutional Partners, L.P.,
Omega Overseas Partners, Ltd., and the Managed Account in shares of
Common Stock within the 60 day period prior to this filing. All
such transactions were open market sale transactions.
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/11/97 2,400 $29.81
07/14/97 4,600 29.50
07/15/97 61,200 29.92
07/16/97 32,100 30.34
07/17/97 1,000 29.59
07/18/97 400 28.38
Omega Institutional Partner, L.P.
Date of Amount of Price Per
Transaction Shares Share
07/10/97 200 $29.59
07/11/97 200 29.81
07/14/97 400 29.50
07/15/97 4,900 29.92
07/16/97 2,600 30.31
07/17/97 100 29.59
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
07/15/97 5,000 $29.92
07/16/97 47,000 30.34
07/17/97 1,700 29.59
07/18/97 500 28.38
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
07/10/97 38,800 $29.59
07/11/97 1,400 29.81
07/14/97 2,500 29.50
07/15/97 33,200 29.92
07/16/97 17,300 30.34
07/17/97 700 29.59
07/18/97 100 28.38
Item 10. Certification.
Inasmuch as the reporting persons are no longer the
beneficial owners of more than five percent of the number of shares
outstanding, the reporting persons have no further reporting
obligation under Section 13(d) of the Securities and Exchange
Commission thereunder, and the reporting persons have no obligation
to amend this Statement if any material change occurs in the facts
set forth herein.
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 23, 1997
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, pursuant to Power of
Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Institutional Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as President of Omega
Advisors, Inc., pursuant to Power
of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
