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                                                                      Exhibit 99

THE SCOTTS COMPANY                                                          NEWS
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             SCOTTS' PREFERRED SHAREHOLDERS CONVERT SHARES TO COMMON


COLUMBUS, OHIO -- October 4, 1999 -- The Scotts Company (NYSE:SMG) announced
that its preferred shareholders had converted all of their Class A Convertible
Preferred Shares ("Preferred Shares") into approximately 10.1 million common
shares today. In exchange for this early conversion, shareholders consisting
primarily of the Hagedorn Partnership, L.P., received a payment of approximately
$6.4 million, representing the amount of the dividends on the Preferred Shares
that would otherwise have been payable through May 2000. Scotts agreed to
accelerate the termination of certain standstill provisions in the Miracle-Gro
Merger Agreement that would otherwise have terminated in May 2000, the month the
Preferred Shares first could have been redeemed by the Company.

The Preferred Shares, issued in conjunction with Scotts' 1995 merger with
Miracle-Gro, had a face value of $195 million, and an annual dividend yield of
5% or approximately $9.8 million.

Upon completion of the conversion, Scotts expects its number of basic common
shares outstanding to be approximately 28.6 million shares.

In addition to reducing Scotts' future cash flow requirements by the amount of
the $9.8 million annual dividend, the conversion of the Preferred Shares will
simplify the Company's earnings per share calculation. Due to seasonal factors,
Scotts has historically recognized a loss in its first and fourth fiscal
quarters. In addition, due to the existence of the Preferred Shares and other
securities exercisable into common shares, the number of actual common shares
outstanding have differed significantly from the number that would be
outstanding on a fully diluted basis. Generally accepted accounting principles
require the calculation of diluted earnings per share in loss periods to be
based on the actual number of common shares outstanding, while the calculation
for profitable quarters is based on the number of common shares outstanding on a
diluted basis. As a result, the Company's annual diluted earnings per share did
not equal the sum of the individual quarters. The conversion of the Preferred
Shares will greatly reduce this difference (but will not reduce it entirely due
to other securities exercisable into common shares), and should improve the
calculation of Scotts' price earnings ratios and market capitalization by
investors, financial information services and media.

For more information on The Scotts Company including access to the company's SEC
filings, please visit our newly expanded investor relations web site at
www.smgnyse.com.

The Scotts Company is the world's leading supplier of consumer products for lawn
and garden care, with a full range of products for professional turf care and
horticulture as well. The company owns what are by far the industry's most
recognized brands. In the U.S., consumer awareness of the company's Scotts(R),
Miracle-Gro(R) and Ortho(R) brands outscores the nearest competitors in their
categories by several times, as does awareness of the consumer Roundup(R) brand
which is owned by Monsanto. Scotts has entered into an agreement with Monsanto
to be the exclusive marketing agent for consumer Roundup(R) worldwide. In the
U.K., Scotts' brands

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include Weedol(R) and Pathclear(R), the top-selling consumer herbicides;
Evergreen(R), the leading lawn fertilizer line, the Levington(R) line of lawn
and garden products; and Miracle-Gro(R), the leading plant fertilizer. The
Company's leading brands in continental Europe include KB(R) and Fertiligene(R)
in France and NexaLotte(R) and Celaflor(R) in Germany.

Statement under the Private Securities Litigation Act of 1995: Certain of the
statements contained in this press release, including, but not limited to,
information regarding the future economic performance and financial condition of
the company, the plans and objectives of the company's management, and the
company's assumptions regarding such performance and plans are forward looking
in nature. Actual results could differ from the forward looking information in
this release, due to a variety of factors, including, but not limited to:

o    Continued marketplace acceptance of the Company's "pull" advertising
     marketing strategies;

o    The ability to maintain profit margins and to produce products and add
     production capacity on a timely basis;

o    Competition in the North American and European consumer and professional
     segments;

o    Competition between and the recent consolidation within the retail outlets
     selling the Company's products;

o    Public perceptions regarding the safety of the Company's products;

o    Changes in economic conditions, interest rates and currency exchange rates
     in the countries in which the company operates;

o    The possibility of new competitors entering into the Company's business;

o    The ability to improve processes and business practices to keep pace with
     the economic, competitive and technological environment, including
     successful completion of the Company's Enterprise Resource Planning
     project;

o    The Company's ability, and that of its third party suppliers and customers,
     to address information technology issues related to the year 2000; and

o    The ability to integrate several recent acquisitions.

Additional detailed information concerning a number of the important factors
that could cause actual results to differ materially from the forward looking
information contained in this release is readily available in the company's
publicly filed quarterly, annual, and other reports.

Contacts:

William Jenks
Broadgate Consultants, Inc.
(212) 232-2222

Rebecca Bruening
The Scotts Company
(614) 719-5607