As filed with the Securities and Exchange Commission on May 21, 1997

                                           Registration No. 333-________________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
          ___________________________________________________________

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
          ___________________________________________________________

                               THE SCOTTS COMPANY
          ___________________________________________________________
           (Exact name of the registrant as specified in its charter)

                  Ohio                              31-1199481
________________________________________    __________________________          
    (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)             Identification No.)

14111 Scottslawn Road, Marysville, Ohio             43041
_________________________________________         __________
(Address of Principal Executive Offices)          (Zip Code)


                               The Scotts Company
                             1996 Stock Option Plan
                            (Full title of the plan)

                                    Copy to:
G. Robert Lucas II, Esq.                        Elizabeth Turrell Farrar, Esq.
The Scotts Company                              Vorys, Sater, Seymour and Pease
14111 Scottslawn Road                           52 East Gay Street
Marysville, Ohio 43041                          P.O. Box 1008
-------------------------------------------     Columbus, Ohio  43216-1008
(Name and address of agent for service)         

                                 (513) 644-0011
          ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
                         -------------------------------


                               Page 1 of 33 Pages.

   Index to Exhibits begins at Page II-14 (Page 16 as sequentially numbered).


<PAGE>
<TABLE>

                         Calculation of Registration Fee



                                            Proposed           Proposed
Title of                                     maximum            maximum
securities                Amount            offering           aggregate          Amount of
to be                      to be              price            offering         registration
registered              registered        per unit (1)         price (1)             fee
-------------------- ------------------ ------------------ ------------------ ------------------
<S>                      <C>            <C>                   <C>                  <C>    
Common Shares,           1,500,000         $25.63 for         $38,445,000          $11,650
without par value                       1,500,000 common
                                             shares
-------------------- ------------------ ------------------ ------------------ ------------------
</TABLE>

(l)  Estimated  solely for the purpose of  calculating  the  aggregate  offering
     price  and the  registration  fee  pursuant  to  Rules  457(c)  and  457(h)
     promulgated  under the Securities Act of 1933, as amended,  and computed on
     the basis of $25.63 per share for  1,500,000  common  shares,  which is the
     average of the high and low sales  prices of the Common  Shares as reported
     on the New York Stock Exchange on May 16, 1997.


                                      -2-
<PAGE>


II-14


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

               The following  reports of The Scotts  Company (the  "Registrant")
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the  requirements  of Section 13(a) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by this reference:

          (a)  The  Annual  Report  on Form  10-K  for  the  fiscal  year  ended
               September 30, 1996;

          (b)  The  Quarterly  Report on Form 10-Q for the fiscal  quarter ended
               December 28, 1996;

          (c)  The Current  Report on Form 8-K, dated January 27, 1997 and filed
               January 28, 1997;

          (d)  The Current Report on Form 8-K, dated and filed February 4, 1997;
               and

          (e)  The  Quarterly  Report on Form 10-Q for the fiscal  quarter ended
               March 30, 1997.

               The description of the  Registrant's  Common Shares  contained in
the  Registrant's  Registration  Statement on Form 8-A (File No.  1-11593) filed
with the Commission on December 21, 1995,  which  incorporates  by reference the
description  of  such  Common  Shares  contained  in  the   Registrant's   Proxy
Statement/Prospectus  dated  March  15,  1995,  contained  in  the  Registrant's
Registration Statement on Form S-4 (Registration No. 33-57575),  or contained in
any  subsequent  amendment  or report  filed for the  purpose of  updating  such
description, is hereby incorporated by reference.

               Any definitive  Proxy  Statement or Information  Statement  filed
pursuant to Section 14 of the Exchange Act and all documents  which may be filed
with the  Commission  pursuant to Sections  13, 14 or 15(d) of the  Exchange Act
subsequent  to the date  hereof  and  prior to the  completion  of the  offering
contemplated hereby, shall also be deemed to be incorporated herein by reference
and to be made a part  hereof  from  the  date  of  filing  of  such  documents;
provided, however, that no report of the Compensation and Organization Committee
of the Board of Directors of the  Registrant  on executive  compensation  and no
performance graph included in any Proxy Statement or Information Statement filed
pursuant to Section 14 of the  Exchange  Act shall be deemed to be  incorporated
herein by reference.

                                      II-1
<PAGE>


Item 4.  Description of Securities.

               Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

               Not Applicable.

Item 6.  Indemnification of Directors and Officers.

               Section 10.5 of The Scotts  Company  1996 Stock  Option Plan,  as
amended (the "Plan"),  provides for indemnification of the Registrant's Board of
Directors (the "Board") and the Compensation  and Organization  Committee of the
Board (the "Committee") which administers the Plan as follows:

               10.5  Indemnification.  Each  person  who is or shall have been a
        member of the  Committee or of the Board shall be  indemnified  and held
        harmless by the Company against and from any loss, cost,  liability,  or
        expense  that  may be  imposed  upon or  reasonably  incurred  by him in
        connection with or resulting from any claim, action, suit, or proceeding
        to which he may be made a party or in which he may be involved by reason
        of any action  taken or failure  to act under the Plan and  against  and
        from any and all amounts  paid by him in  settlement  thereof,  with the
        Company's  approval,  or paid by him in  satisfaction of any judgment in
        any such action, suit, or proceeding against him, provided he shall give
        the Company an opportunity, at its own expense, to handle and defend the
        same before he undertakes to handle and defend it on his own behalf. The
        foregoing right of  indemnification  shall not be exclusive and shall be
        independent of any other rights of indemnification to which such persons
        may be entitled under the Company's Articles of Incorporation or Code of
        Regulations, by contract, as a matter of law, or otherwise.

               ARTICLE FIVE of the  Regulations of the  Registrant  governs  the
indemnification  of  officers  and  directors  of  the Registrant.  ARTICLE FIVE
provides:

               Section 5.01.  Mandatory  Indemnification.  The corporation shall
        indemnify  any officer or director  of the  corporation  who was or is a
        party or is threatened to be made a party to any threatened,  pending or
        completed  action,   suit  or  proceeding,   whether  civil,   criminal,
        administrative  or investigative  (including,  without  limitation,  any
        action  threatened or instituted by or in the right of the corporation),
        by reason of the fact that he is or was a director, officer, employee or
        agent of the  corporation,  or is or was  serving at the  request of the
        corporation as a director,  trustee, officer,  employee, member, manager
        or agent of another corporation  (domestic or foreign,  nonprofit or for
        profit), limited liability company, partnership, joint venture, trust or
        other  enterprise,  against  expenses  (including,  without  limitation,

                                      II-2
<PAGE>


        attorneys'  fees,  filing fees,  court  reporters'  fees and  transcript
        costs),  judgments,  fines and amounts paid in  settlement  actually and
        reasonably  incurred  by him in  connection  with such  action,  suit or
        proceeding  if he acted in good  faith  and in a  manner  he  reasonably
        believed  to  be in  or  not  opposed  to  the  best  interests  of  the
        corporation,  and with respect to any criminal action or proceeding,  he
        had no reasonable  cause to believe his conduct was  unlawful.  A person
        claiming  indemnification  under this Section 5.01 shall be presumed, in
        respect  of  any  act  or  omission   giving  rise  to  such  claim  for
        indemnification,  to  have  acted  in  good  faith  and in a  manner  he
        reasonably believed to be in or not opposed to the best interests of the
        corporation,  and with  respect to any criminal  matter,  to have had no
        reasonable   cause  to  believe  his  conduct  was  unlawful,   and  the
        termination  of any  action,  suit or  proceeding  by  judgment,  order,
        settlement  or  conviction,  or upon a plea of  nolo  contendere  or its
        equivalent, shall not, of itself, rebut such presumption.

               Section 5.02. Court-Approved Indemnification.  Anything contained
        in the Regulations or elsewhere to the contrary notwithstanding:

               (A) the  corporation  shall not indemnify any officer or director
        of the  corporation  who was a party  to any  completed  action  or suit
        instituted by or in the right of the  corporation  to procure a judgment
        in its  favor  by  reason  of the  fact  that  he is or was a  director,
        officer,  employee or agent of the corporation,  or is or was serving at
        the  request  of  the  corporation  as  a  director,  trustee,  officer,
        employee,  member,  manager or agent of another corporation (domestic or
        foreign,   nonprofit  or  for  profit),   limited   liability   company,
        partnership, joint venture, trust or other enterprise, in respect of any
        claim,  issue or matter  asserted  in such action or suit as to which he
        shall have been adjudged to be liable for acting with reckless disregard
        for the best  interests of the  corporation  or  misconduct  (other than
        negligence) in the performance of his duty to the corporation unless and
        only to the extent that the Court of Common Pleas of Union County,  Ohio
        or the court in which such  action or suit was brought  shall  determine
        upon application that,  despite such  adjudication of liability,  and in
        view of all the  circumstances  of the case, he is fairly and reasonably
        entitled to such  indemnity  as such Court of Common Pleas or such other
        court shall deem proper; and

               (B)  the   corporation   shall  promptly  make  any  such  unpaid
        indemnification as is determined by a court to be proper as contemplated
        by this Section 5.02.

               Section 5.03. Indemnification for Expenses. Anything contained in
        the  Regulations  or elsewhere to the contrary  notwithstanding,  to the
        extent  that  an  officer  or  director  of  the  corporation  has  been
        successful on the merits or otherwise in defense of any action,  suit or
        proceeding  referred  to in  Section  5.01,  or in defense of any claim,
        issue  or  matter  therein,  he  shall be  promptly  indemnified  by the
        corporation against expenses (including, without limitation,  attorneys'
        fees,  filing fees, court reporters' fees and transcript costs) actually
        and reasonably incurred by him in connection therewith.

                                      II-3
<PAGE>


               Section  5.04.   Determination   Required.   Any  indemnification
        required  under Section 5.01 and not precluded  under Section 5.02 shall
        be  made  by  the  corporation  only  upon  a  determination  that  such
        indemnification   of  the   officer  or   director   is  proper  in  the
        circumstances  because he has met the applicable standard of conduct set
        forth in  Section  5.01.  Such  determination  may be made only (A) by a
        majority vote of a quorum consisting of directors of the corporation who
        were not and are not parties to, or  threatened  with,  any such action,
        suit or  proceeding,  or (B) if such a quorum is not  obtainable or if a
        majority of a quorum of disinterested directors so directs, in a written
        opinion by independent  legal counsel other than an attorney,  or a firm
        having  associated with it an attorney,  who has been retained by or who
        has  performed  services  for  the  corporation,  or  any  person  to be
        indemnified,  within the past five years, or (C) by the shareholders, or
        (D) by the  Court  of  Common  Pleas of  Union  County,  Ohio or (if the
        corporation is a party thereto) the court in which such action,  suit or
        proceeding was brought,  if any; any such determination may be made by a
        court under  division (D) of this  Section 5.04 at any time  [including,
        without limitation,  any time before,  during or after the time when any
        such  determination  may be requested of, be under  consideration  by or
        have been denied or disregarded  by the  disinterested  directors  under
        division (A) or by  independent  legal counsel under  division (B) or by
        the  shareholders  under  division  (C) of this  Section  5.04];  and no
        failure for any reason to make any such  determination,  and no decision
        for any  reason  to deny any such  determination,  by the  disinterested
        directors  under  division (A) or by  independent  legal  counsel  under
        division (B) or by shareholders  under division (C) of this Section 5.04
        shall be  evidence in  rebuttal  of the  presumption  recited in Section
        5.01.  Any  determination  made  by the  disinterested  directors  under
        division (A) or by independent  legal counsel under division (B) of this
        Section 5.04 to make  indemnification  in respect of any claim, issue or
        matter  asserted in an action or suit threatened or brought by or in the
        right of the  corporation  shall be promptly  communicated to the person
        who threatened or brought such action or suit, and within ten days after
        receipt  of such  notification  such  person  shall  have  the  right to
        petition the Court of Common Pleas of Union County, Ohio or the court in
        which  such  action  or  suit  was  brought,   if  any,  to  review  the
        reasonableness of such determination.

               Section 5.05. Advances for Expenses. Expenses (including, without
        limitation,  attorneys'  fees,  filing fees,  court  reporters' fees and
        transcript  costs) incurred in defending any action,  suit or proceeding
        referred to in Section 5.01 shall be paid by the  corporation in advance
        of the final  disposition  of such action,  suit or  proceeding to or on
        behalf of the officer or director promptly as such expenses are incurred
        by him,  but only if such  officer or  director  shall first  agree,  in
        writing,  to repay all amounts so paid in respect of any claim, issue or
        other matter  asserted in such action,  suit or proceeding in defense of
        which he shall not have been successful on the merits or otherwise:

                                      II-4
<PAGE>

               (A) if it shall  ultimately  be determined as provided in Section
        5.04 that he is not entitled to be  indemnified  by the  corporation  as
        provided under Section 5.01; or

               (B) if, in respect of any claim,  issue or other matter  asserted
        by or in the right of the  corporation  in such action or suit, he shall
        have been adjudged to be liable for acting with  reckless  disregard for
        the  best  interests  of  the  corporation  or  misconduct  (other  than
        negligence) in the  performance of his duty to the  corporation,  unless
        and only to the extent that the Court of Common  Pleas of Union  County,
        Ohio or the  court in  which  such  action  or suit  was  brought  shall
        determine upon application that, despite such adjudication of liability,
        and in  view of all  the  circumstances,  he is  fairly  and  reasonably
        entitled to all or part of such indemnification.

               Section 5.06.  Article FIVE Not  Exclusive.  The  indemnification
        provided by this Article FIVE shall not be exclusive of, and shall be in
        addition   to,   any  other   rights  to  which   any   person   seeking
        indemnification may be entitled under the Articles or the Regulations or
        any agreement,  vote of  shareholders  or  disinterested  directors,  or
        otherwise,  both as to action in his official  capacity and as to action
        in another capacity while holding such office,  and shall continue as to
        a person who has ceased to be an officer or director of the  corporation
        and  shall   inure  to  the  benefit  of  the  heirs,   executors,   and
        administrators of such a person.

               Section  5.07.  Insurance.   The  corporation  may  purchase  and
        maintain  insurance or furnish  similar  protection,  including  but not
        limited to, trust funds, letters of credit, or self-insurance, on behalf
        of any person who is or was a  director,  officer,  employee or agent of
        the corporation,  or is or was serving at the request of the corporation
        as a director,  trustee, officer,  employee, member, manager or agent of
        another  corporation  (domestic  or foreign,  nonprofit  or for profit),
        limited liability company,  partnership,  joint venture,  trust or other
        enterprise,  against any liability  asserted against him and incurred by
        him in any such capacity,  or arising out of his status as such, whether
        or not the  corporation  would  have  the  obligation  or the  power  to
        indemnify  him  against  such  liability  under the  provisions  of this
        Article  FIVE.  Insurance  may be purchased  from or  maintained  with a
        person in which the corporation has a financial interest.

               Section 5.08. Certain  Definitions.  For purposes of this Article
        FIVE, and as examples and not by way of limitation:

               (A) A person  claiming  indemnification  under this  Article FIVE
        shall be deemed to have been  successful  on the merits or  otherwise in
        defense of any action,  suit or proceeding  referred to in Section 5.01,
        or in defense  of any  claim,  issue or other  matter  therein,  if such

                                      II-5
<PAGE>


        action,  suit or proceeding shall be terminated as to such person,  with
        or without  prejudice,  without the entry of a judgment or order against
        him,  without a conviction of him, without the imposition of a fine upon
        him and without his payment or agreement to pay any amount in settlement
        thereof (whether or not any such termination is based upon a judicial or
        other  determination of the lack of merit of the claims made against him
        or otherwise results in a vindication of him); and

               (B) References to an "other  enterprise"  shall include  employee
        benefit  plans;  references  to a "fine" shall  include any excise taxes
        assessed  on a person  with  respect to an employee  benefit  plan;  and
        references to "serving at the request of the corporation"  shall include
        any service as a director, officer, employee or agent of the corporation
        which  imposes  duties  on, or  involves  services  by,  such  director,
        officer, employee or agent with respect to an employee benefit plan, its
        participants or beneficiaries;  and a person who acted in good faith and
        in a manner he  reasonably  believed to be in the best  interests of the
        participants  and  beneficiaries  of an employee  benefit  plan shall be
        deemed to have acted in a manner "not  opposed to the best  interests of
        the corporation" within the meaning of that term as used in this Article
        FIVE.

               Section 5.09. Venue. Any action,  suit or proceeding to determine
        a claim for indemnification under this Article FIVE may be maintained by
        the person claiming such indemnification,  or by the corporation, in the
        Court of Common Pleas of Union County,  Ohio.  The  corporation  and (by
        claiming such  indemnification) each such person consent to the exercise
        of  jurisdiction  over its or his person by the Court of Common Pleas of
        Union County, Ohio in any such action, suit or proceeding.

     Division  (E)  of  Section  1701.13  of the  Ohio  Revised  Code  addresses
indemnification by an Ohio corporation and provides as follows:

               (E)(1) A  corporation  may  indemnify or agree to  indemnify  any
        person who was or is a party,  or is threatened  to be made a party,  to
        any  threatened,  pending,  or  completed  action,  suit or  proceeding,
        whether civil, criminal, administrative, or investigative, other than an
        action by or in the right of the corporation, by reason of the fact that
        he is or was a director, officer, employee, or agent of the corporation,
        or is or was  serving at the request of the  corporation  as a director,
        trustee,  officer,  employee,  member,  manager,  or  agent  of  another
        corporation,  domestic or foreign,  nonprofit  or for profit,  a limited
        liability  company,  or a partnership,  joint venture,  trust,  or other
        enterprise, against expenses including attorney's fees, judgments, fines
        and amounts paid in settlement  actually and reasonably  incurred by him
        in connection with such action, suit, or proceeding, if he acted in good
        faith and in a manner he reasonably  believed to be in or not opposed to
        the best interests of the corporation, and, with respect to any criminal
        action or  proceeding,  if he had no  reasonable  cause to  believe  his



                                      II-6

<PAGE>
        conduct was unlawful. The termination of any action, suit, or proceeding
        by judgment,  order, settlement,  or conviction,  or upon a plea of nolo
        contendere or its equivalent, shall not, of itself, create a presumption
        that the person did not act in good faith and in a manner he  reasonably
        believed  to  be in  or  not  opposed  to  the  best  interests  of  the
        corporation  and, with respect to any criminal action or proceeding,  he
        had reasonable cause to believe that his conduct was unlawful.

               (2) A corporation  may indemnify or agree to indemnify any person
        who was or is a  party,  or is  threatened  to be made a  party,  to any
        threatened,  pending,  or completed action or suit by or in the right of
        the  corporation  to procure a judgment  in its favor,  by reason of the
        fact that he is or was a director,  officer,  employee,  or agent of the
        corporation or is or was serving at the request of the  corporation as a
        director,  trustee,  officer,  employee,  member,  manager,  or agent of
        another  corporation,  domestic or foreign,  nonprofit or for profit,  a
        limited liability company,  or a partnership,  joint venture,  trust, or
        other enterprise,  against expenses, including attorney's fees, actually
        and  reasonably  incurred  by him in  connection  with  the  defense  or
        settlement  of such  action or suit,  if he acted in good faith and in a
        manner  he  reasonably  believed  to be in or not  opposed  to the  best
        interests of the corporation,  except that no  indemnification  shall be
        made in respect of any of the following:

               (a) Any  claim,  issue,  or  matter  as to which  such  person is
        adjudged to be liable for negligence or misconduct in the performance of
        his duty to the  corporation  unless,  and only to the extent that,  the
        court of  common  pleas or the  court in which  such  action or suit was
        brought determines, upon application,  that, despite the adjudication of
        liability, but in view of all the circumstances of the case, such person
        is fairly and reasonably  entitled to indemnity for such expenses as the
        court of common pleas or such other court shall deem proper;

               (b) Any  action  or suit in  which  the only  liability  asserted
        against a director is pursuant to section 1701.95 of the Revised Code.

               (3) To the extent that a director,  trustee,  officer,  employee,
        member, manager, or agent has been successful on the merits or otherwise
        in defense of any action,  suit, or  proceeding  referred to in division
        (E)(1) or (2) of this  section,  or in defense of any claim,  issue,  or
        matter  therein,  he shall be indemnified  against  expenses,  including
        attorney's fees,  actually and reasonably  incurred by him in connection
        with the action, suit, or proceeding.

               (4) Any  indemnification  under  division  (E)(1)  or (2) of this
        section,  unless  ordered by a court,  shall be made by the  corporation
        only as  authorized  in the specific  case,  upon a  determination  that
        indemnification of the director,  trustee,  officer,  employee,  member,
        manager, or agent is proper in the circumstances  because he has met the
        applicable  standard of conduct  set forth in division  (E)(l) or (2) of
        this section. Such determination shall be made as follows:


                                      II-7
<PAGE>


               (a) By a majority vote of a quorum consisting of directors of the
        indemnifying  corporation  who  were  not  and  are  not  parties  to or
        threatened with the action,  suit, or proceeding referred to in division
        (E)(1) or (2) of this section;

               (b) If the quorum described in division (E)(4)(a) of this section
        is not  obtainable  or if a majority  vote of a quorum of  disinterested
        directors so directs,  in a written opinion by independent legal counsel
        other than an attorney, or a firm having associated with it an attorney,
        who  has  been  retained  by or  who  has  performed  services  for  the
        corporation or any person to be indemnified within the past five years;

               (c)    By the shareholders;

               (d) By the  court  of  common  pleas or the  court  in which  the
        action,  suit,  or proceeding  referred to in division  (E)(1) or (2) of
        this section was brought.

               Any  determination  made  by the  disinterested  directors  under
        division  (E)(4)(a)  or by  independent  legal  counsel  under  division
        (E)(4)(b) of this section shall be promptly  communicated  to the person
        who  threatened  or brought the action or suit by or in the right of the
        corporation under division (E)(2) of this section,  and, within ten days
        after receipt of such notification,  such person shall have the right to
        petition  the court of common pleas or the court in which such action or
        suit was brought to review the reasonableness of such determination.

               (5)(a) Unless at the time of a director's act or omission that is
        the subject of an action,  suit, or  proceeding  referred to in division
        (E)(1) or (2) of this  section,  the  articles or the  regulations  of a
        corporation  state,  by specific  reference to this  division,  that the
        provisions of this division do not apply to the  corporation  and unless
        the only liability  asserted  against a director in an action,  suit, or
        proceeding  referred  to in  division  (E)(1) or (2) of this  section is
        pursuant to section  1701.95 of the Revised  Code,  expenses,  including
        attorney's fees,  incurred by a director in defending the action,  suit,
        or proceeding shall be paid by the corporation as they are incurred,  in
        advance of the final  disposition  of the action,  suit, or  proceeding,
        upon receipt of an  undertaking by or on behalf of the director in which
        he agrees to do both of the following:

               (i) Repay  such  amount  if it is proved by clear and  convincing
        evidence in a court of competent jurisdiction that his action or failure
        to act involved an act or omission  undertaken with deliberate intent to
        cause injury to the  corporation or undertaken  with reckless  disregard
        for the best interests of the corporation;

               (ii)  Reasonably  cooperate with the  corporation  concerning the
        action, suit, or proceeding.

                                      II-8

<PAGE>

               (b) Expenses,  including attorney's fees, incurred by a director,
        trustee, officer,  employee,  member, manager, or agent in defending any
        action,  suit,  or proceeding  referred to in division  (E)(1) or (2) of
        this section,  may be paid by the  corporation as they are incurred,  in
        advance of the final disposition of the action, suit, or proceeding,  as
        authorized  by the  directors in the specific  case,  upon receipt of an
        undertaking by or on behalf of the director, trustee, officer, employee,
        member,  manager,  or agent to repay such amount,  if it  ultimately  is
        determined that he is not entitled to be indemnified by the corporation.

               (6) The  indemnification  authorized by this section shall not be
        exclusive  of, and shall be in addition to, any other rights  granted to
        those seeking  indemnification under the articles, the regulations,  any
        agreement,  a  vote  of  shareholders  or  disinterested  directors,  or
        otherwise,  both as to action  in their  official  capacities  and as to
        action in another capacity while holding their offices or positions, and
        shall continue as to a person who has ceased to be a director,  trustee,
        officer,  employee,  member,  manager,  or agent and shall  inure to the
        benefit of the heirs, executors, and administrators of such a person.

               (7) A corporation may purchase and maintain  insurance or furnish
        similar protection,  including, but not limited to, trust funds, letters
        of credit, or  self-insurance,  on behalf of or for any person who is or
        was a director, officer, employee, or agent of the corporation, or is or
        was serving at the request of the  corporation  as a director,  trustee,
        officer,  employee,  member,  manager, or agent of another  corporation,
        domestic  or  foreign,  nonprofit  or for  profit,  a limited  liability
        company,  or a partnership,  joint venture,  trust, or other enterprise,
        against any  liability  asserted  against him and incurred by him in any
        such capacity,  or arising out of his status as such, whether or not the
        corporation would have the power to indemnify him against such liability
        under this section. Insurance may be purchased from or maintained with a
        person in which the corporation has a financial interest.

               (8) The authority of a corporation to indemnify  persons pursuant
        to division  (E)(1) or (2) of this section does not limit the payment of
        expenses  as they are  incurred,  indemnification,  insurance,  or other
        protection that may be provided pursuant to divisions  (E)(5),  (6), and
        (7) of this  section.  Divisions  (E)(1) and (2) of this  section do not
        create  any  obligation  to  repay  or  return   payments  made  by  the
        corporation pursuant to division (E)(5), (6), or (7).

               (9) As  used  in  division  (E) of this  section,  references  to
        "corporation"  includes all constituent  entities in a consolidation  or
        merger and the new or surviving  corporation,  so that any person who is
        or was a director, officer, employee, trustee, member, manager, or agent
        of such a constituent entity or is or was serving at the request of such
        constituent entity as a director,  trustee, officer,  employee,  member,
        manager, or agent of another corporation, domestic or foreign, nonprofit
        or for profit,  a limited  liability  company,  or a partnership,  joint
        venture,  trust, or other  enterprise,  shall stand in the same position
        under this section with respect to the new or surviving  corporation  as
        he would if he had served the new or surviving  corporation  in the same
        capacity.

                                     II-9

<PAGE>

               The  Registrant has purchased  insurance  coverage under a policy
which insures directors and officers against certain  liabilities which might be
incurred by them in such capacity.

Item 7.  Exemption from Registration Claimed.

               Not Applicable.

Item 8.  Exhibits.

               See the Index to Exhibits  attached  hereto and beginning at page
II-14 (page 16 as sequentially numbered).

Item 9.  Undertakings.

A.      The undersigned Registrant hereby undertakes:

        (l)    To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement; and

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    registration  statement  or  any  material  change  to  such
                    information in the registration statement;

               provided,  however,  that paragraphs  A(1)(i) and A(1)(ii) do not
               apply  if  the   information   required   to  be  included  in  a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic reports filed with or furnished to the Commission by the
               Registrant  pursuant  to  Section  13 or  Section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in the registration statement.

        (2)    That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

                                     II-10

<PAGE>

        (3)    To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

B.   The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

C.   Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the Registrant pursuant to the provisions  described in Item 6 of this Part
     II, or otherwise,  the  Registrant  has been advised that in the opinion of
     the  Securities and Exchange  Commission  such  indemnification  is against
     public policy as expressed in the Act and is, therefore,  unenforceable. In
     the event that a claim for indemnification  against such liabilities (other
     than the  payment  by the  Registrant  of  expenses  incurred  or paid by a
     director, officer or controlling person of the Registrant in the successful
     defense of any action,  suit or  proceeding)  is asserted by such director,
     officer or  controlling  person in  connection  with the  securities  being
     registered,  the Registrant will,  unless in the opinion of its counsel the
     matter has been  settled  by  controlling  precedent,  submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public  policy as expressed in the Act and will be governed by the
     final adjudication of such issue.

                                     II-11

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Marysville,  State of Ohio,  on the 8th day of May,
1997.

                                    THE SCOTTS COMPANY

                                    By: /s/ Charles M. Berger
                                        ________________________________________
                                        Charles M. Berger, Chairman, President
                                        and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on May 8, 1997.


Signature                                              Title

James B. Beard*                                        Director
---------------------------------------
James B. Beard

John S. Chamberlin*                                    Director
---------------------------------------
John S. Chamberlin

Joseph P. Flannery*                                    Director
---------------------------------------
Joseph P. Flannery


---------------------------------------


James Hagedorn*                                        Director
---------------------------------------
James Hagedorn

John Kenlon*                                           Director
---------------------------------------
John Kenlon

*By Power of Attorney

/s/ Charles M. Berger
---------------------------------------
Charles M. Berger
(Attorney-in-Fact)

                                     II-12

<PAGE>

Karen Gordon Mills*                                    Director
---------------------------------------
Karen Gordon Mills

Tadd C. Seitz*                                         Director
---------------------------------------
Tadd C. Seitz

Donald A. Sherman*                                     Director
---------------------------------------
Donald A. Sherman

John M. Sullivan*                                      Director
---------------------------------------
John M. Sullivan

L. Jack Van Fossen*                                    Director
---------------------------------------
L. Jack Van Fossen

Jean H. Mordo*                                         Executive Vice President,
---------------------------------------                Chief Financial Officer
Jean H. Mordo                                          and Principal Accounting
                                                       Officer


*By Power of Attorney

/s/ Charles M. Berger
---------------------------------------
Charles M. Berger
(Attorney-in-Fact)

                                     II-13

<PAGE>


Exhibit No.             Description                          Page No.

    4(a)     Amended Articles of                 Incorporated herein by
             Incorporation of The Scotts         reference to Exhibit 3(a) of
             Company, as filed with the Ohio     the Registrant's Annual Report
             Secretary of State on               on Form 10-K for the fiscal
             September 20, 1994                  year ended September 30, 1994
                                                 (File No. 0-19768)

    4(b)     Certificate of Amendment by         Incorporated herein by
             Shareholders to the Articles of     reference to Exhibit 4(b) of
             Incorporation of The Scotts         the Registrant's Quarterly
             Company as filed with the Ohio      Report on Form 10-Q for the
             Secretary of State on May 4, 1995   fiscal quarter ended April 1,
                                                 1995 (File No. 0-19768)

    4(c)     Regulations of The Scotts           Incorporated herein by
             Company (reflecting amendments      reference to Exhibit 4(c) of
             adopted by the shareholders of      the Registrant's Quarterly
             The Scotts Company on April 6,      Report on Form 10-Q for the
             1995)                               fiscal quarter ended April 1,
                                                 1995 (File No. 0-19768)

    4(d)     The Scotts Company 1996 Stock       Incorporated herein by
             Option Plan (reflecting             reference to Exhibit 10(a) of
             amendment adopted by the            the Registrant's Quarterly
             shareholders of The Scotts          Report on Form 10-Q for the
             Company on March 12, 1997)          fiscal quarter ended March 30,
                                                 1997 (File No. 1-11593)

     5       Opinion of Vorys, Sater, Seymour    Pages 17 through 19
             and Pease as to legality

   23(a)     Consent of Coopers & Lybrand        Pages 20 and 21
             L.L.P.
   23(b)     Consent of Vorys, Sater, Seymour    Filed as part of Exhibit 5
             and Pease

     24      Powers of Attorney                  Pages 22 through 33


                                     II-14
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 44871}]
{"company-data": {"conformed-name": "SCOTTS COMPANY", "cik": "0000825542", "assigned-sic": "2870", "irs-number": "311199481", "state-of-incorporation": "OH", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27561", "film-number": "97612606"}, "business-address": {"street1": "14111 SCOTTSLAWN RD", "city": "MARYSVILLE", "state": "OH", "zip": "43041", "phone": "5136440011"}, "mail-address": {"street1": "14111 SCOTTSLAWN ROAD", "city": "MARYSVILLE", "state": "OH", "zip": "43041"}, "former-company": {"former-conformed-name": "CDS HOLDING CORP", "date-changed": "19900104"}}
As filed with the Securities and Exchange Commission on May 21, 1997

                                           Registration No. 333-________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
          ___________________________________________________________

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
          ___________________________________________________________

                               THE SCOTTS COMPANY
          ___________________________________________________________
           (Exact name of the registrant as specified in its charter)

                  Ohio                              31-1199481
________________________________________    __________________________          
    (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)             Identification No.)

14111 Scottslawn Road, Marysville, Ohio             43041
_________________________________________         __________
(Address of Principal Executive Offices)          (Zip Code)

                               The Scotts Company
                             1996 Stock Option Plan
                            (Full title of the plan)

                                    Copy to:
G. Robert Lucas II, Esq.                        Elizabeth Turrell Farrar, Esq.
The Scotts Company                              Vorys, Sater, Seymour and Pease
14111 Scottslawn Road                           52 East Gay Street
Marysville, Ohio 43041                          P.O. Box 1008
-------------------------------------------     Columbus, Ohio  43216-1008
(Name and address of agent for service)         

                                 (513) 644-0011
          ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
                         -------------------------------

                               Page 1 of 33 Pages.

   Index to Exhibits begins at Page II-14 (Page 16 as sequentially numbered).
Calculation of Registration Fee

                                            Proposed           Proposed
Title of                                     maximum            maximum
securities                Amount            offering           aggregate          Amount of
to be                      to be              price            offering         registration
registered              registered        per unit (1)         price (1)             fee
-------------------- ------------------ ------------------ ------------------ ------------------
Common Shares,           1,500,000         $25.63 for         $38,445,000          $11,650
without par value                       1,500,000 common
                                             shares
-------------------- ------------------ ------------------ ------------------ ------------------
(l)  Estimated  solely for the purpose of  calculating  the  aggregate  offering
     price  and the  registration  fee  pursuant  to  Rules  457(c)  and  457(h)
     promulgated  under the Securities Act of 1933, as amended,  and computed on
     the basis of $25.63 per share for  1,500,000  common  shares,  which is the
     average of the high and low sales  prices of the Common  Shares as reported
     on the New York Stock Exchange on May 16, 1997.

                                      -2-
II-14

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

               The following  reports of The Scotts  Company (the  "Registrant")
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the  requirements  of Section 13(a) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by this reference:

          (a)  The  Annual  Report  on Form  10-K  for  the  fiscal  year  ended
               September 30, 1996;

          (b)  The  Quarterly  Report on Form 10-Q for the fiscal  quarter ended
               December 28, 1996;

          (c)  The Current  Report on Form 8-K, dated January 27, 1997 and filed
               January 28, 1997;

          (d)  The Current Report on Form 8-K, dated and filed February 4, 1997;
               and

          (e)  The  Quarterly  Report on Form 10-Q for the fiscal  quarter ended
               March 30, 1997.

               The description of the  Registrant's  Common Shares  contained in
the  Registrant's  Registration  Statement on Form 8-A (File No.  1-11593) filed
with the Commission on December 21, 1995,  which  incorporates  by reference the
description  of  such  Common  Shares  contained  in  the   Registrant's   Proxy
Statement/Prospectus  dated  March  15,  1995,  contained  in  the  Registrant's
Registration Statement on Form S-4 (Registration No. 33-57575),  or contained in
any  subsequent  amendment  or report  filed for the  purpose of  updating  such
description, is hereby incorporated by reference.

               Any definitive  Proxy  Statement or Information  Statement  filed
pursuant to Section 14 of the Exchange Act and all documents  which may be filed
with the  Commission  pursuant to Sections  13, 14 or 15(d) of the  Exchange Act
subsequent  to the date  hereof  and  prior to the  completion  of the  offering
contemplated hereby, shall also be deemed to be incorporated herein by reference
and to be made a part  hereof  from  the  date  of  filing  of  such  documents;
provided, however, that no report of the Compensation and Organization Committee
of the Board of Directors of the  Registrant  on executive  compensation  and no
performance graph included in any Proxy Statement or Information Statement filed
pursuant to Section 14 of the  Exchange  Act shall be deemed to be  incorporated
herein by reference.

                                      II-1
Item 4.  Description of Securities.

               Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

               Not Applicable.

Item 6.  Indemnification of Directors and Officers.

               Section 10.5 of The Scotts  Company  1996 Stock  Option Plan,  as
amended (the "Plan"),  provides for indemnification of the Registrant's Board of
Directors (the "Board") and the Compensation  and Organization  Committee of the
Board (the "Committee") which administers the Plan as follows:

               10.5  Indemnification.  Each  person  who is or shall have been a
        member of the  Committee or of the Board shall be  indemnified  and held
        harmless by the Company against and from any loss, cost,  liability,  or
        expense  that  may be  imposed  upon or  reasonably  incurred  by him in
        connection with or resulting from any claim, action, suit, or proceeding
        to which he may be made a party or in which he may be involved by reason
        of any action  taken or failure  to act under the Plan and  against  and
        from any and all amounts  paid by him in  settlement  thereof,  with the
        Company's  approval,  or paid by him in  satisfaction of any judgment in
        any such action, suit, or proceeding against him, provided he shall give
        the Company an opportunity, at its own expense, to handle and defend the
        same before he undertakes to handle and defend it on his own behalf. The
        foregoing right of  indemnification  shall not be exclusive and shall be
        independent of any other rights of indemnification to which such persons
        may be entitled under the Company's Articles of Incorporation or Code of
        Regulations, by contract, as a matter of law, or otherwise.

               ARTICLE FIVE of the  Regulations of the  Registrant  governs  the
indemnification  of  officers  and  directors  of  the Registrant.  ARTICLE FIVE
provides:

               Section 5.01.  Mandatory  Indemnification.  The corporation shall
        indemnify  any officer or director  of the  corporation  who was or is a
        party or is threatened to be made a party to any threatened,  pending or
        completed  action,   suit  or  proceeding,   whether  civil,   criminal,
        administrative  or investigative  (including,  without  limitation,  any
        action  threatened or instituted by or in the right of the corporation),
        by reason of the fact that he is or was a director, officer, employee or
        agent of the  corporation,  or is or was  serving at the  request of the
        corporation as a director,  trustee, officer,  employee, member, manager
        or agent of another corporation  (domestic or foreign,  nonprofit or for
        profit), limited liability company, partnership, joint venture, trust or
        other  enterprise,  against  expenses  (including,  without  limitation,

                                      II-2
attorneys'  fees,  filing fees,  court  reporters'  fees and  transcript
        costs),  judgments,  fines and amounts paid in  settlement  actually and
        reasonably  incurred  by him in  connection  with such  action,  suit or
        proceeding  if he acted in good  faith  and in a  manner  he  reasonably
        believed  to  be in  or  not  opposed  to  the  best  interests  of  the
        corporation,  and with respect to any criminal action or proceeding,  he
        had no reasonable  cause to believe his conduct was  unlawful.  A person
        claiming  indemnification  under this Section 5.01 shall be presumed, in
        respect  of  any  act  or  omission   giving  rise  to  such  claim  for
        indemnification,  to  have  acted  in  good  faith  and in a  manner  he
        reasonably believed to be in or not opposed to the best interests of the
        corporation,  and with  respect to any criminal  matter,  to have had no
        reasonable   cause  to  believe  his  conduct  was  unlawful,   and  the
        termination  of any  action,  suit or  proceeding  by  judgment,  order,
        settlement  or  conviction,  or upon a plea of  nolo  contendere  or its
        equivalent, shall not, of itself, rebut such presumption.

               Section 5.02. Court-Approved Indemnification.  Anything contained
        in the Regulations or elsewhere to the contrary notwithstanding:

               (A) the  corporation  shall not indemnify any officer or director
        of the  corporation  who was a party  to any  completed  action  or suit
        instituted by or in the right of the  corporation  to procure a judgment
        in its  favor  by  reason  of the  fact  that  he is or was a  director,
        officer,  employee or agent of the corporation,  or is or was serving at
        the  request  of  the  corporation  as  a  director,  trustee,  officer,
        employee,  member,  manager or agent of another corporation (domestic or
        foreign,   nonprofit  or  for  profit),   limited   liability   company,
        partnership, joint venture, trust or other enterprise, in respect of any
        claim,  issue or matter  asserted  in such action or suit as to which he
        shall have been adjudged to be liable for acting with reckless disregard
        for the best  interests of the  corporation  or  misconduct  (other than
        negligence) in the performance of his duty to the corporation unless and
        only to the extent that the Court of Common Pleas of Union County,  Ohio
        or the court in which such  action or suit was brought  shall  determine
        upon application that,  despite such  adjudication of liability,  and in
        view of all the  circumstances  of the case, he is fairly and reasonably
        entitled to such  indemnity  as such Court of Common Pleas or such other
        court shall deem proper; and

               (B)  the   corporation   shall  promptly  make  any  such  unpaid
        indemnification as is determined by a court to be proper as contemplated
        by this Section 5.02.

               Section 5.03. Indemnification for Expenses. Anything contained in
        the  Regulations  or elsewhere to the contrary  notwithstanding,  to the
        extent  that  an  officer  or  director  of  the  corporation  has  been
        successful on the merits or otherwise in defense of any action,  suit or
        proceeding  referred  to in  Section  5.01,  or in defense of any claim,
        issue  or  matter  therein,  he  shall be  promptly  indemnified  by the
        corporation against expenses (including, without limitation,  attorneys'
        fees,  filing fees, court reporters' fees and transcript costs) actually
        and reasonably incurred by him in connection therewith.

                                      II-3
Section  5.04.   Determination   Required.   Any  indemnification
        required  under Section 5.01 and not precluded  under Section 5.02 shall
        be  made  by  the  corporation  only  upon  a  determination  that  such
        indemnification   of  the   officer  or   director   is  proper  in  the
        circumstances  because he has met the applicable standard of conduct set
        forth in  Section  5.01.  Such  determination  may be made only (A) by a
        majority vote of a quorum consisting of directors of the corporation who
        were not and are not parties to, or  threatened  with,  any such action,
        suit or  proceeding,  or (B) if such a quorum is not  obtainable or if a
        majority of a quorum of disinterested directors so directs, in a written
        opinion by independent  legal counsel other than an attorney,  or a firm
        having  associated with it an attorney,  who has been retained by or who
        has  performed  services  for  the  corporation,  or  any  person  to be
        indemnified,  within the past five years, or (C) by the shareholders, or
        (D) by the  Court  of  Common  Pleas of  Union  County,  Ohio or (if the
        corporation is a party thereto) the court in which such action,  suit or
        proceeding was brought,  if any; any such determination may be made by a
        court under  division (D) of this  Section 5.04 at any time  [including,
        without limitation,  any time before,  during or after the time when any
        such  determination  may be requested of, be under  consideration  by or
        have been denied or disregarded  by the  disinterested  directors  under
        division (A) or by  independent  legal counsel under  division (B) or by
        the  shareholders  under  division  (C) of this  Section  5.04];  and no
        failure for any reason to make any such  determination,  and no decision
        for any  reason  to deny any such  determination,  by the  disinterested
        directors  under  division (A) or by  independent  legal  counsel  under
        division (B) or by shareholders  under division (C) of this Section 5.04
        shall be  evidence in  rebuttal  of the  presumption  recited in Section
        5.01.  Any  determination  made  by the  disinterested  directors  under
        division (A) or by independent  legal counsel under division (B) of this
        Section 5.04 to make  indemnification  in respect of any claim, issue or
        matter  asserted in an action or suit threatened or brought by or in the
        right of the  corporation  shall be promptly  communicated to the person
        who threatened or brought such action or suit, and within ten days after
        receipt  of such  notification  such  person  shall  have  the  right to
        petition the Court of Common Pleas of Union County, Ohio or the court in
        which  such  action  or  suit  was  brought,   if  any,  to  review  the
        reasonableness of such determination.

               Section 5.05. Advances for Expenses. Expenses (including, without
        limitation,  attorneys'  fees,  filing fees,  court  reporters' fees and
        transcript  costs) incurred in defending any action,  suit or proceeding
        referred to in Section 5.01 shall be paid by the  corporation in advance
        of the final  disposition  of such action,  suit or  proceeding to or on
        behalf of the officer or director promptly as such expenses are incurred
        by him,  but only if such  officer or  director  shall first  agree,  in
        writing,  to repay all amounts so paid in respect of any claim, issue or
        other matter  asserted in such action,  suit or proceeding in defense of
        which he shall not have been successful on the merits or otherwise:

                                      II-4
(A) if it shall  ultimately  be determined as provided in Section
        5.04 that he is not entitled to be  indemnified  by the  corporation  as
        provided under Section 5.01; or

               (B) if, in respect of any claim,  issue or other matter  asserted
        by or in the right of the  corporation  in such action or suit, he shall
        have been adjudged to be liable for acting with  reckless  disregard for
        the  best  interests  of  the  corporation  or  misconduct  (other  than
        negligence) in the  performance of his duty to the  corporation,  unless
        and only to the extent that the Court of Common  Pleas of Union  County,
        Ohio or the  court in  which  such  action  or suit  was  brought  shall
        determine upon application that, despite such adjudication of liability,
        and in  view of all  the  circumstances,  he is  fairly  and  reasonably
        entitled to all or part of such indemnification.

               Section 5.06.  Article FIVE Not  Exclusive.  The  indemnification
        provided by this Article FIVE shall not be exclusive of, and shall be in
        addition   to,   any  other   rights  to  which   any   person   seeking
        indemnification may be entitled under the Articles or the Regulations or
        any agreement,  vote of  shareholders  or  disinterested  directors,  or
        otherwise,  both as to action in his official  capacity and as to action
        in another capacity while holding such office,  and shall continue as to
        a person who has ceased to be an officer or director of the  corporation
        and  shall   inure  to  the  benefit  of  the  heirs,   executors,   and
        administrators of such a person.

               Section  5.07.  Insurance.   The  corporation  may  purchase  and
        maintain  insurance or furnish  similar  protection,  including  but not
        limited to, trust funds, letters of credit, or self-insurance, on behalf
        of any person who is or was a  director,  officer,  employee or agent of
        the corporation,  or is or was serving at the request of the corporation
        as a director,  trustee, officer,  employee, member, manager or agent of
        another  corporation  (domestic  or foreign,  nonprofit  or for profit),
        limited liability company,  partnership,  joint venture,  trust or other
        enterprise,  against any liability  asserted against him and incurred by
        him in any such capacity,  or arising out of his status as such, whether
        or not the  corporation  would  have  the  obligation  or the  power  to
        indemnify  him  against  such  liability  under the  provisions  of this
        Article  FIVE.  Insurance  may be purchased  from or  maintained  with a
        person in which the corporation has a financial interest.

               Section 5.08. Certain  Definitions.  For purposes of this Article
        FIVE, and as examples and not by way of limitation:

               (A) A person  claiming  indemnification  under this  Article FIVE
        shall be deemed to have been  successful  on the merits or  otherwise in
        defense of any action,  suit or proceeding  referred to in Section 5.01,
        or in defense  of any  claim,  issue or other  matter  therein,  if such

                                      II-5
action,  suit or proceeding shall be terminated as to such person,  with
        or without  prejudice,  without the entry of a judgment or order against
        him,  without a conviction of him, without the imposition of a fine upon
        him and without his payment or agreement to pay any amount in settlement
        thereof (whether or not any such termination is based upon a judicial or
        other  determination of the lack of merit of the claims made against him
        or otherwise results in a vindication of him); and

               (B) References to an "other  enterprise"  shall include  employee
        benefit  plans;  references  to a "fine" shall  include any excise taxes
        assessed  on a person  with  respect to an employee  benefit  plan;  and
        references to "serving at the request of the corporation"  shall include
        any service as a director, officer, employee or agent of the corporation
        which  imposes  duties  on, or  involves  services  by,  such  director,
        officer, employee or agent with respect to an employee benefit plan, its
        participants or beneficiaries;  and a person who acted in good faith and
        in a manner he  reasonably  believed to be in the best  interests of the
        participants  and  beneficiaries  of an employee  benefit  plan shall be
        deemed to have acted in a manner "not  opposed to the best  interests of
        the corporation" within the meaning of that term as used in this Article
        FIVE.

               Section 5.09. Venue. Any action,  suit or proceeding to determine
        a claim for indemnification under this Article FIVE may be maintained by
        the person claiming such indemnification,  or by the corporation, in the
        Court of Common Pleas of Union County,  Ohio.  The  corporation  and (by
        claiming such  indemnification) each such person consent to the exercise
        of  jurisdiction  over its or his person by the Court of Common Pleas of
        Union County, Ohio in any such action, suit or proceeding.

     Division  (E)  of  Section  1701.13  of the  Ohio  Revised  Code  addresses
indemnification by an Ohio corporation and provides as follows:

               (E)(1) A  corporation  may  indemnify or agree to  indemnify  any
        person who was or is a party,  or is threatened  to be made a party,  to
        any  threatened,  pending,  or  completed  action,  suit or  proceeding,
        whether civil, criminal, administrative, or investigative, other than an
        action by or in the right of the corporation, by reason of the fact that
        he is or was a director, officer, employee, or agent of the corporation,
        or is or was  serving at the request of the  corporation  as a director,
        trustee,  officer,  employee,  member,  manager,  or  agent  of  another
        corporation,  domestic or foreign,  nonprofit  or for profit,  a limited
        liability  company,  or a partnership,  joint venture,  trust,  or other
        enterprise, against expenses including attorney's fees, judgments, fines
        and amounts paid in settlement  actually and reasonably  incurred by him
        in connection with such action, suit, or proceeding, if he acted in good
        faith and in a manner he reasonably  believed to be in or not opposed to
        the best interests of the corporation, and, with respect to any criminal
        action or  proceeding,  if he had no  reasonable  cause to  believe  his

                                      II-6
conduct was unlawful. The termination of any action, suit, or proceeding
        by judgment,  order, settlement,  or conviction,  or upon a plea of nolo
        contendere or its equivalent, shall not, of itself, create a presumption
        that the person did not act in good faith and in a manner he  reasonably
        believed  to  be in  or  not  opposed  to  the  best  interests  of  the
        corporation  and, with respect to any criminal action or proceeding,  he
        had reasonable cause to believe that his conduct was unlawful.

               (2) A corporation  may indemnify or agree to indemnify any person
        who was or is a  party,  or is  threatened  to be made a  party,  to any
        threatened,  pending,  or completed action or suit by or in the right of
        the  corporation  to procure a judgment  in its favor,  by reason of the
        fact that he is or was a director,  officer,  employee,  or agent of the
        corporation or is or was serving at the request of the  corporation as a
        director,  trustee,  officer,  employee,  member,  manager,  or agent of
        another  corporation,  domestic or foreign,  nonprofit or for profit,  a
        limited liability company,  or a partnership,  joint venture,  trust, or
        other enterprise,  against expenses, including attorney's fees, actually
        and  reasonably  incurred  by him in  connection  with  the  defense  or
        settlement  of such  action or suit,  if he acted in good faith and in a
        manner  he  reasonably  believed  to be in or not  opposed  to the  best
        interests of the corporation,  except that no  indemnification  shall be
        made in respect of any of the following:

               (a) Any  claim,  issue,  or  matter  as to which  such  person is
        adjudged to be liable for negligence or misconduct in the performance of
        his duty to the  corporation  unless,  and only to the extent that,  the
        court of  common  pleas or the  court in which  such  action or suit was
        brought determines, upon application,  that, despite the adjudication of
        liability, but in view of all the circumstances of the case, such person
        is fairly and reasonably  entitled to indemnity for such expenses as the
        court of common pleas or such other court shall deem proper;

               (b) Any  action  or suit in  which  the only  liability  asserted
        against a director is pursuant to section 1701.95 of the Revised Code.

               (3) To the extent that a director,  trustee,  officer,  employee,
        member, manager, or agent has been successful on the merits or otherwise
        in defense of any action,  suit, or  proceeding  referred to in division
        (E)(1) or (2) of this  section,  or in defense of any claim,  issue,  or
        matter  therein,  he shall be indemnified  against  expenses,  including
        attorney's fees,  actually and reasonably  incurred by him in connection
        with the action, suit, or proceeding.

               (4) Any  indemnification  under  division  (E)(1)  or (2) of this
        section,  unless  ordered by a court,  shall be made by the  corporation
        only as  authorized  in the specific  case,  upon a  determination  that
        indemnification of the director,  trustee,  officer,  employee,  member,
        manager, or agent is proper in the circumstances  because he has met the
        applicable  standard of conduct  set forth in division  (E)(l) or (2) of
        this section. Such determination shall be made as follows:

                                      II-7
(a) By a majority vote of a quorum consisting of directors of the
        indemnifying  corporation  who  were  not  and  are  not  parties  to or
        threatened with the action,  suit, or proceeding referred to in division
        (E)(1) or (2) of this section;

               (b) If the quorum described in division (E)(4)(a) of this section
        is not  obtainable  or if a majority  vote of a quorum of  disinterested
        directors so directs,  in a written opinion by independent legal counsel
        other than an attorney, or a firm having associated with it an attorney,
        who  has  been  retained  by or  who  has  performed  services  for  the
        corporation or any person to be indemnified within the past five years;

               (c)    By the shareholders;

               (d) By the  court  of  common  pleas or the  court  in which  the
        action,  suit,  or proceeding  referred to in division  (E)(1) or (2) of
        this section was brought.

               Any  determination  made  by the  disinterested  directors  under
        division  (E)(4)(a)  or by  independent  legal  counsel  under  division
        (E)(4)(b) of this section shall be promptly  communicated  to the person
        who  threatened  or brought the action or suit by or in the right of the
        corporation under division (E)(2) of this section,  and, within ten days
        after receipt of such notification,  such person shall have the right to
        petition  the court of common pleas or the court in which such action or
        suit was brought to review the reasonableness of such determination.

               (5)(a) Unless at the time of a director's act or omission that is
        the subject of an action,  suit, or  proceeding  referred to in division
        (E)(1) or (2) of this  section,  the  articles or the  regulations  of a
        corporation  state,  by specific  reference to this  division,  that the
        provisions of this division do not apply to the  corporation  and unless
        the only liability  asserted  against a director in an action,  suit, or
        proceeding  referred  to in  division  (E)(1) or (2) of this  section is
        pursuant to section  1701.95 of the Revised  Code,  expenses,  including
        attorney's fees,  incurred by a director in defending the action,  suit,
        or proceeding shall be paid by the corporation as they are incurred,  in
        advance of the final  disposition  of the action,  suit, or  proceeding,
        upon receipt of an  undertaking by or on behalf of the director in which
        he agrees to do both of the following:

               (i) Repay  such  amount  if it is proved by clear and  convincing
        evidence in a court of competent jurisdiction that his action or failure
        to act involved an act or omission  undertaken with deliberate intent to
        cause injury to the  corporation or undertaken  with reckless  disregard
        for the best interests of the corporation;

               (ii)  Reasonably  cooperate with the  corporation  concerning the
        action, suit, or proceeding.

                                      II-8
(b) Expenses,  including attorney's fees, incurred by a director,
        trustee, officer,  employee,  member, manager, or agent in defending any
        action,  suit,  or proceeding  referred to in division  (E)(1) or (2) of
        this section,  may be paid by the  corporation as they are incurred,  in
        advance of the final disposition of the action, suit, or proceeding,  as
        authorized  by the  directors in the specific  case,  upon receipt of an
        undertaking by or on behalf of the director, trustee, officer, employee,
        member,  manager,  or agent to repay such amount,  if it  ultimately  is
        determined that he is not entitled to be indemnified by the corporation.

               (6) The  indemnification  authorized by this section shall not be
        exclusive  of, and shall be in addition to, any other rights  granted to
        those seeking  indemnification under the articles, the regulations,  any
        agreement,  a  vote  of  shareholders  or  disinterested  directors,  or
        otherwise,  both as to action  in their  official  capacities  and as to
        action in another capacity while holding their offices or positions, and
        shall continue as to a person who has ceased to be a director,  trustee,
        officer,  employee,  member,  manager,  or agent and shall  inure to the
        benefit of the heirs, executors, and administrators of such a person.

               (7) A corporation may purchase and maintain  insurance or furnish
        similar protection,  including, but not limited to, trust funds, letters
        of credit, or  self-insurance,  on behalf of or for any person who is or
        was a director, officer, employee, or agent of the corporation, or is or
        was serving at the request of the  corporation  as a director,  trustee,
        officer,  employee,  member,  manager, or agent of another  corporation,
        domestic  or  foreign,  nonprofit  or for  profit,  a limited  liability
        company,  or a partnership,  joint venture,  trust, or other enterprise,
        against any  liability  asserted  against him and incurred by him in any
        such capacity,  or arising out of his status as such, whether or not the
        corporation would have the power to indemnify him against such liability
        under this section. Insurance may be purchased from or maintained with a
        person in which the corporation has a financial interest.

               (8) The authority of a corporation to indemnify  persons pursuant
        to division  (E)(1) or (2) of this section does not limit the payment of
        expenses  as they are  incurred,  indemnification,  insurance,  or other
        protection that may be provided pursuant to divisions  (E)(5),  (6), and
        (7) of this  section.  Divisions  (E)(1) and (2) of this  section do not
        create  any  obligation  to  repay  or  return   payments  made  by  the
        corporation pursuant to division (E)(5), (6), or (7).

               (9) As  used  in  division  (E) of this  section,  references  to
        "corporation"  includes all constituent  entities in a consolidation  or
        merger and the new or surviving  corporation,  so that any person who is
        or was a director, officer, employee, trustee, member, manager, or agent
        of such a constituent entity or is or was serving at the request of such
        constituent entity as a director,  trustee, officer,  employee,  member,
        manager, or agent of another corporation, domestic or foreign, nonprofit
        or for profit,  a limited  liability  company,  or a partnership,  joint
        venture,  trust, or other  enterprise,  shall stand in the same position
        under this section with respect to the new or surviving  corporation  as
        he would if he had served the new or surviving  corporation  in the same
        capacity.

                                     II-9
The  Registrant has purchased  insurance  coverage under a policy
which insures directors and officers against certain  liabilities which might be
incurred by them in such capacity.

Item 7.  Exemption from Registration Claimed.

               Not Applicable.

Item 8.  Exhibits.

               See the Index to Exhibits  attached  hereto and beginning at page
II-14 (page 16 as sequentially numbered).

Item 9.  Undertakings.

A.      The undersigned Registrant hereby undertakes:

        (l)    To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement; and

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    registration  statement  or  any  material  change  to  such
                    information in the registration statement;

               provided,  however,  that paragraphs  A(1)(i) and A(1)(ii) do not
               apply  if  the   information   required   to  be  included  in  a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic reports filed with or furnished to the Commission by the
               Registrant  pursuant  to  Section  13 or  Section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in the registration statement.

        (2)    That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

                                     II-10
(3)    To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

B.   The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 that is incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

C.   Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the Registrant pursuant to the provisions  described in Item 6 of this Part
     II, or otherwise,  the  Registrant  has been advised that in the opinion of
     the  Securities and Exchange  Commission  such  indemnification  is against
     public policy as expressed in the Act and is, therefore,  unenforceable. In
     the event that a claim for indemnification  against such liabilities (other
     than the  payment  by the  Registrant  of  expenses  incurred  or paid by a
     director, officer or controlling person of the Registrant in the successful
     defense of any action,  suit or  proceeding)  is asserted by such director,
     officer or  controlling  person in  connection  with the  securities  being
     registered,  the Registrant will,  unless in the opinion of its counsel the
     matter has been  settled  by  controlling  precedent,  submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against  public  policy as expressed in the Act and will be governed by the
     final adjudication of such issue.

                                     II-11
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Marysville,  State of Ohio,  on the 8th day of May,
1997.

                                    THE SCOTTS COMPANY

                                    By: /s/ Charles M. Berger
                                        ________________________________________
                                        Charles M. Berger, Chairman, President
                                        and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on May 8, 1997.

Signature                                              Title

James B. Beard*                                        Director
---------------------------------------
James B. Beard

John S. Chamberlin*                                    Director
---------------------------------------
John S. Chamberlin

Joseph P. Flannery*                                    Director
---------------------------------------
Joseph P. Flannery

---------------------------------------

James Hagedorn*                                        Director
---------------------------------------
James Hagedorn

John Kenlon*                                           Director
---------------------------------------
John Kenlon

*By Power of Attorney

/s/ Charles M. Berger
---------------------------------------
Charles M. Berger
(Attorney-in-Fact)

                                     II-12
Karen Gordon Mills*                                    Director
---------------------------------------
Karen Gordon Mills

Tadd C. Seitz*                                         Director
---------------------------------------
Tadd C. Seitz

Donald A. Sherman*                                     Director
---------------------------------------
Donald A. Sherman

John M. Sullivan*                                      Director
---------------------------------------
John M. Sullivan

L. Jack Van Fossen*                                    Director
---------------------------------------
L. Jack Van Fossen

Jean H. Mordo*                                         Executive Vice President,
---------------------------------------                Chief Financial Officer
Jean H. Mordo                                          and Principal Accounting
                                                       Officer

*By Power of Attorney

/s/ Charles M. Berger
---------------------------------------
Charles M. Berger
(Attorney-in-Fact)

                                     II-13
Exhibit No.             Description                          Page No.

    4(a)     Amended Articles of                 Incorporated herein by
             Incorporation of The Scotts         reference to Exhibit 3(a) of
             Company, as filed with the Ohio     the Registrant's Annual Report
             Secretary of State on               on Form 10-K for the fiscal
             September 20, 1994                  year ended September 30, 1994
                                                 (File No. 0-19768)

    4(b)     Certificate of Amendment by         Incorporated herein by
             Shareholders to the Articles of     reference to Exhibit 4(b) of
             Incorporation of The Scotts         the Registrant's Quarterly
             Company as filed with the Ohio      Report on Form 10-Q for the
             Secretary of State on May 4, 1995   fiscal quarter ended April 1,
                                                 1995 (File No. 0-19768)

    4(c)     Regulations of The Scotts           Incorporated herein by
             Company (reflecting amendments      reference to Exhibit 4(c) of
             adopted by the shareholders of      the Registrant's Quarterly
             The Scotts Company on April 6,      Report on Form 10-Q for the
             1995)                               fiscal quarter ended April 1,
                                                 1995 (File No. 0-19768)

    4(d)     The Scotts Company 1996 Stock       Incorporated herein by
             Option Plan (reflecting             reference to Exhibit 10(a) of
             amendment adopted by the            the Registrant's Quarterly
             shareholders of The Scotts          Report on Form 10-Q for the
             Company on March 12, 1997)          fiscal quarter ended March 30,
                                                 1997 (File No. 1-11593)

     5       Opinion of Vorys, Sater, Seymour    Pages 17 through 19
             and Pease as to legality

   23(a)     Consent of Coopers & Lybrand        Pages 20 and 21
             L.L.P.
   23(b)     Consent of Vorys, Sater, Seymour    Filed as part of Exhibit 5
             and Pease

     24      Powers of Attorney                  Pages 22 through 33

                                     II-14