UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
THE SCOTTS COMPANY
(Name of Issuer)
Common Stock, No par value
Title of Class of Securities)
810186106
CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(973) 325-8660
(Name Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 24, 1998
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 677,800
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 185,100
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 677,800
_________________________________________________________________
(10) Shared Dispositive Power
185,100
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 862,900
_________________________________________________________________
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 2. Identity and Background.
Associates is also the general partner of Omega Capital
Investors, L.P. Omega Capital Investors, L.P. is a private
investment firm engaged in the purchase and sale of securities
for
investment for its own accounts. The principal business and
office
of Omega Capital Investors, L.P. is c/o Omega Advisors, inc., 88
Pine Street, Wall Street Plaza, 31st Floor, New York, New York
10005.
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 862,900 Shares. Of this
amount, 235,500 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $4,347,779; 21,100 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $445,334; 23,200
Shares were purchased by Omega Capital Investors, L.P., at a cost
of $676,067; 398,000 Shares were purchased by Omega Overseas
Partners, Ltd., at a cost of $8,456,845; and 185,100 Shares were
purchased by the Managed Account at a cost of $3,738,570. 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 January 3, 1998, filed
with
the Securities & Exchange Commission, there were 18,678,146
Shares
of Common Stock issued and outstanding on February 6, 1998.
Omega
Capital Partners, L.P. owns 235,500 Shares, or 1.3% of those
outstanding; Omega Institutional Partners, L.P. owns 21,100
Shares,
or 0.1% of those outstanding; Omega Capital Investors, L.P. owns
23,200 Shares, or 0.1% of those outstanding; Omega Overseas
Partners, Ltd. owns 398,000 Shares, or 2.1% of those outstanding;
and the Managed Account owns 185,100 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 Capital Investors, L.P., Omega Overseas Partners, Ltd., and
the Managed Account in shares of Common Stock within the 60 day
period prior to April 24, 1998 and through the date of this
filing.
All such transactions were open market sale transactions.
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
04/22/98 37,000 $38.01
04/22/98 16,400 38.00
04/23/98 100 38.25
04/23/98 500 38.13
04/24/98 30,400 38.00
04/29/98 800 37.13
Omega Institutional Partner, L.P.
Date of Amount of Price Per
Transaction Shares Share
04/22/98 2,700 $38.01
04/22/98 1,500 38.00
04/24/98 2,600 38.00
04/29/98 100 37.13
Omega Capital Investors, L.P.
Date of Amount of Price Per
Transaction Shares Share
04/22/98 100 $38.01
04/22/98 1,400 38.00
04/24/98 2,700 38.00
04/29/98 100 37.13
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
04/22/98 5,900 $38.01
04/22/98 24,200 38.00
04/23/98 200 38.25
04/23/98 700 38.13
04/24/98 44,700 38.00
04/29/98 1,400 37.13
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
04/22/98 11,300 $38.00
04/22/98 7,300 38.01
04/23/98 200 38.13
04/24/98 19,600 38.00
04/29/98 300 37.13
Cooperman ceased being the beneficial owner of more than
five
percent of the number of Shares outstanding on April 24, 1998.
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: May 8, 1998
<PAGE>
/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 Managing Member of
Omega Associates, L.L.C. on behalf of
Omega Capital Investors, 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).
