As filed with the Securities and Exchange Commission on January 2, 1996
                                           Registration No. 33-________________

================================================================================

                      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)


                       Stock Option Plan and Agreement,
                     dated as of January 9, 1992, between
                    THE SCOTTS COMPANY AND THEODORE J. HOST
                           (Full title of the plan)

                                                        Copy to:
Craig D. Walley, 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 31 Pages.

  Index to Exhibits begins at Page II-13 (Page 15 as sequentially numbered).

<PAGE>
                                                 [Continuation of Facing Page]

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

                        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,       136,364         $9.90       $1,350,003.60       $466
without par
value
--------------------------------------------------------------------------------

(l)  Estimated  solely for the purpose of calculating  the aggregate  offering
     price and the registration fee pursuant to Rule 457(h)  promulgated under
     the  Securities  Act of 1933,  as amended,  and  computed on the basis of
     $9.90 per share,  which is the price at which options granted to purchase
     these Common Shares may be exercised.

<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The Annual Report on Form 10-K for the fiscal year ended September
30, 1995 of The Scotts Company (the  "Registrant") and all other reports filed
with the Securities and Exchange Commission (the "Commission") pursuant to the
requirements of Section 13(a) or Section 15(d) of the Securities  Exchange Act
of 1934,  as  amended  (the  "Exchange  Act"),  since  that  date  are  hereby
incorporated by reference.

            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.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            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,
      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.

            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:

            (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
      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
      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:

            (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.

            (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.

            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-13 (page 15 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.

      (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  foregoing  provisions,  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.


<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
29th day of December, 1995.

                                    THE SCOTTS COMPANY

                                     By: /s/ Theodore J. Host
                                         ---------------------------------------
                                             Theodore J. Host, 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 December 29, 1995.

SIGNATURE                                     TITLE

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


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


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

                                              Director
----------------------------------
Horace Hagedorn

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


/s/ Theodore J. Host                          President, Chief Executive
                                              Officer and Director
----------------------------------
Theodore J. Host

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

*By Power of Attorney

/s/ Theodore J. Host
----------------------------------
Theodore J. Host
(Attorney-in-Fact)

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


Tadd C. Seitz*                                Chairman of the Board and
----------------------------------            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


Paul D. Yeager*                               Executive Vice President,
----------------------------------            Chief Financial Officer and
Paul D. Yeager                                Principal Accounting Officer

*By Power of Attorney

/s/ Theodore J. Host
----------------------------------
Theodore J. Host
(Attorney-in-Fact)

<PAGE>

                               INDEX TO EXHIBITS

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

    4(c)     Regulations of The Scotts         Incorporated herein by reference
             Company (reflecting amendments    to Exhibit 4(c) of the
             adopted by the shareholders of    Registrant's Quarterly Report
             The Scotts Company on April 6,    on Form 10-Q for the fiscal
             1995)                             quarter ended April 1, 1995
                                               (File No. 0-19768)
             
    4(d)     Stock Option Plan and Agreement,  Incorporated herein by
             dated as of January 9, 1992,      reference to Exhibit 10(f) of
             between The Scotts Company and    the Registrant's Annual Report
             Theodore J. Host                  on Form 10-K for the fiscal
                                               year ended September 30, 1994
                                               (File No. 0-19768)

     5       Opinion of Vorys, Sater, Seymour  Pages 16 through 18
             and Pease as to legality

   23(a)     Consent of Coopers & Lybrand      Pages 19 and 20

   23(b)     Consent of Vorys, Sater, Seymour  Filed as part of Exhibit 5
             and Pease

     24      Powers of Attorney                Pages 21 through 31


<PAGE>

                                   EXHIBIT 5

                       OPINION OF VORYS, SATER, SEYMOUR

                                AND PEASE AS TO

                                   LEGALITY

<PAGE>



                                                                (614) 464-6400

                                January 2, 1996

Board of Directors
The Scotts Company
14111 Scottslawn Road
Marysville, OH 43041

Ladies and Gentlemen:

      We are familiar with the  proceedings  taken and proposed to be taken by
The Scotts Company,  an Ohio corporation  (the "Company"),  in connection with
the execution of the Stock Option Plan and  Agreement,  dated as of January 9,
1992, between the Company and Theodore J. Host (the "Agreement"), the granting
of options to purchase  136,364 common shares,  without par value (the "Common
Shares"), of the Company pursuant to the Agreement,  and the issuance and sale
of Common  Shares of the Company upon  exercise of options  granted  under the
Agreement,  as  described  in the  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  to be  filed  with  the  Securities  and  Exchange
Commission on January 2, 1996. The purpose of the Registration Statement is to
register the 136,364  Common Shares  subject to the options  granted under the
Agreement  pursuant  to the  provisions  of the  Securities  Act of  1933,  as
amended, and the rules and regulations promulgated thereunder.

      In connection  with this  opinion,  we have examined an original or copy
of, and have relied upon the accuracy of, without independent  verification or
investigation:  (a) the  Registration  Statement;  (b) the Agreement;  (c) the
Company's  Amended Articles of  Incorporation,  as amended;  (d) the Company's
Regulations,  as amended;  and (e) certain proceedings of the directors of the
Company.  We have also  relied  upon such  representations  of the Company and
officers of the Company and such authorities of law as we have deemed relevant
as a basis for this opinion.


<PAGE>

Board of Directors
The Scotts Company
January 2, 1996

Page 2

      We have  relied  solely  upon the  examinations  and  inquiries  recited
herein, and we have not undertaken any independent  investigation to determine
the  existence or absence of any facts,  and no inference as to our  knowledge
concerning such facts should be drawn.

      Based upon and subject to the foregoing  and the further  qualifications
and limitations set forth below, as of the date hereof,  we are of the opinion
that:

            1. The options granted under the Agreement are legally constituted
and binding obligations of the Company in accordance with their terms.

            2. After 136,364  Common Shares of the Company have been issued by
the Company, upon the exercise of options granted under the Agreement, against
payment of the purchase price  therefor,  in accordance  with the terms of the
Agreement,  said  Common  Shares  will  be  validly  issued,  fully  paid  and
non-assessable,   assuming   compliance  with  applicable  federal  and  state
securities laws.

      This opinion is furnished by us solely for the benefit of the Company in
connection  with the offering of the Common  Shares  pursuant to the Agreement
and the filing of the Registration  Statement and any amendments thereto. This
opinion  may not be relied  upon by any other  person or  assigned,  quoted or
otherwise used without our specific written consent.

      Notwithstanding the foregoing,  we consent to the filing of this opinion
as an  exhibit  to the  Registration  Statement  and to  the  reference  to us
therein.

                                          Very truly yours,

                                          Vorys, Sater, Seymour and Pease

ETF/jkf
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 45252}]
{"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": "333-00021", "film-number": "96500270"}, "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 January 2, 1996
                                           Registration No. 33-________________

================================================================================

                      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)

                       Stock Option Plan and Agreement,
                     dated as of January 9, 1992, between
                    THE SCOTTS COMPANY AND THEODORE J. HOST
                           (Full title of the plan)

                                                        Copy to:
Craig D. Walley, 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 31 Pages.

  Index to Exhibits begins at Page II-13 (Page 15 as sequentially numbered).
[Continuation of Facing Page]

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

                        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,       136,364         $9.90       $1,350,003.60       $466
without par
value
--------------------------------------------------------------------------------

(l)  Estimated  solely for the purpose of calculating  the aggregate  offering
     price and the registration fee pursuant to Rule 457(h)  promulgated under
     the  Securities  Act of 1933,  as amended,  and  computed on the basis of
     $9.90 per share,  which is the price at which options granted to purchase
     these Common Shares may be exercised.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The Annual Report on Form 10-K for the fiscal year ended September
30, 1995 of The Scotts Company (the  "Registrant") and all other reports filed
with the Securities and Exchange Commission (the "Commission") pursuant to the
requirements of Section 13(a) or Section 15(d) of the Securities  Exchange Act
of 1934,  as  amended  (the  "Exchange  Act"),  since  that  date  are  hereby
incorporated by reference.

            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.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            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,
      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.

            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:

            (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
      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
      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:

            (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.

            (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.

            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-13 (page 15 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.

      (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  foregoing  provisions,  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.
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
29th day of December, 1995.

                                    THE SCOTTS COMPANY

                                     By: /s/ Theodore J. Host
                                         ---------------------------------------
                                             Theodore J. Host, 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 December 29, 1995.

SIGNATURE                                     TITLE

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

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

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

                                              Director
----------------------------------
Horace Hagedorn

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

/s/ Theodore J. Host                          President, Chief Executive
                                              Officer and Director
----------------------------------
Theodore J. Host

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

*By Power of Attorney

/s/ Theodore J. Host
----------------------------------
Theodore J. Host
(Attorney-in-Fact)

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

Tadd C. Seitz*                                Chairman of the Board and
----------------------------------            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

Paul D. Yeager*                               Executive Vice President,
----------------------------------            Chief Financial Officer and
Paul D. Yeager                                Principal Accounting Officer

*By Power of Attorney

/s/ Theodore J. Host
----------------------------------
Theodore J. Host
(Attorney-in-Fact)
INDEX TO EXHIBITS

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

    4(c)     Regulations of The Scotts         Incorporated herein by reference
             Company (reflecting amendments    to Exhibit 4(c) of the
             adopted by the shareholders of    Registrant's Quarterly Report
             The Scotts Company on April 6,    on Form 10-Q for the fiscal
             1995)                             quarter ended April 1, 1995
                                               (File No. 0-19768)
             
    4(d)     Stock Option Plan and Agreement,  Incorporated herein by
             dated as of January 9, 1992,      reference to Exhibit 10(f) of
             between The Scotts Company and    the Registrant's Annual Report
             Theodore J. Host                  on Form 10-K for the fiscal
                                               year ended September 30, 1994
                                               (File No. 0-19768)

     5       Opinion of Vorys, Sater, Seymour  Pages 16 through 18
             and Pease as to legality

   23(a)     Consent of Coopers & Lybrand      Pages 19 and 20

   23(b)     Consent of Vorys, Sater, Seymour  Filed as part of Exhibit 5
             and Pease

     24      Powers of Attorney                Pages 21 through 31
EXHIBIT 5

                       OPINION OF VORYS, SATER, SEYMOUR

                                AND PEASE AS TO

                                   LEGALITY
(614) 464-6400

                                January 2, 1996

Board of Directors
The Scotts Company
14111 Scottslawn Road
Marysville, OH 43041

Ladies and Gentlemen:

      We are familiar with the  proceedings  taken and proposed to be taken by
The Scotts Company,  an Ohio corporation  (the "Company"),  in connection with
the execution of the Stock Option Plan and  Agreement,  dated as of January 9,
1992, between the Company and Theodore J. Host (the "Agreement"), the granting
of options to purchase  136,364 common shares,  without par value (the "Common
Shares"), of the Company pursuant to the Agreement,  and the issuance and sale
of Common  Shares of the Company upon  exercise of options  granted  under the
Agreement,  as  described  in the  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  to be  filed  with  the  Securities  and  Exchange
Commission on January 2, 1996. The purpose of the Registration Statement is to
register the 136,364  Common Shares  subject to the options  granted under the
Agreement  pursuant  to the  provisions  of the  Securities  Act of  1933,  as
amended, and the rules and regulations promulgated thereunder.

      In connection  with this  opinion,  we have examined an original or copy
of, and have relied upon the accuracy of, without independent  verification or
investigation:  (a) the  Registration  Statement;  (b) the Agreement;  (c) the
Company's  Amended Articles of  Incorporation,  as amended;  (d) the Company's
Regulations,  as amended;  and (e) certain proceedings of the directors of the
Company.  We have also  relied  upon such  representations  of the Company and
officers of the Company and such authorities of law as we have deemed relevant
as a basis for this opinion.
Board of Directors
The Scotts Company
January 2, 1996

Page 2

      We have  relied  solely  upon the  examinations  and  inquiries  recited
herein, and we have not undertaken any independent  investigation to determine
the  existence or absence of any facts,  and no inference as to our  knowledge
concerning such facts should be drawn.

      Based upon and subject to the foregoing  and the further  qualifications
and limitations set forth below, as of the date hereof,  we are of the opinion
that:

            1. The options granted under the Agreement are legally constituted
and binding obligations of the Company in accordance with their terms.

            2. After 136,364  Common Shares of the Company have been issued by
the Company, upon the exercise of options granted under the Agreement, against
payment of the purchase price  therefor,  in accordance  with the terms of the
Agreement,  said  Common  Shares  will  be  validly  issued,  fully  paid  and
non-assessable,   assuming   compliance  with  applicable  federal  and  state
securities laws.

      This opinion is furnished by us solely for the benefit of the Company in
connection  with the offering of the Common  Shares  pursuant to the Agreement
and the filing of the Registration  Statement and any amendments thereto. This
opinion  may not be relied  upon by any other  person or  assigned,  quoted or
otherwise used without our specific written consent.

      Notwithstanding the foregoing,  we consent to the filing of this opinion
as an  exhibit  to the  Registration  Statement  and to  the  reference  to us
therein.

                                          Very truly yours,

                                          Vorys, Sater, Seymour and Pease

ETF/jkf