Exhibit 99.3

          LETTER TO DTC PARTICIPANTS REGARDING THE OFFER TO EXCHANGE
                            ANY AND ALL OUTSTANDING
              6.625% SERIES A SENIOR SUBORDINATED NOTES DUE 2013
                                      FOR
              6.625% SERIES B SENIOR SUBORDINATED NOTES DUE 2013
                                      OF
                              THE SCOTTS COMPANY
                 PURSUANT TO THE PROSPECTUS DATED      , 2004

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON      ,
2004, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM
TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME
PRIOR THE EXPIRATION DATE.

           , 2004

To Securities Dealers, Commercial Banks Trust Companies and Other Nominees:

   Enclosed for your consideration is a Prospectus dated      , 2004 (the
"Prospectus") and a Letter of Transmittal (the "Letter of Transmittal") that
together constitute the offer (the "Exchange Offer") by The Scotts Company, an
Ohio corporation (the "Company"), to exchange up to $200,000,000 in principal
amount of its 6.625% Series B Senior Subordinated Notes due 2013 (the "Exchange
Notes"), which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for any and all outstanding 6.625% Series A
Senior Subordinated Notes due 2013 (the "Original Notes"), upon the terms and
conditions set forth in the Prospectus. The Prospectus and Letter of
Transmittal more fully describe the Exchange Offer. Capitalized terms used but
not defined herein have the meanings given to them in the Prospectus.

   We are asking you to contact your clients for whom you hold Original Notes
registered in your name or in the name of your nominee. In addition, we ask you
to contact your clients who, to your knowledge, hold Original Notes registered
in their own name.

   Enclosed are copies of the following documents:

      1. The Prospectus;

      2. The Letter of Transmittal for your use in connection with the tender
   of Original Notes and for the information of your clients;

      3. The Notice of Guaranteed Delivery to be used to accept the Exchange
   Offer if the Original Notes and all other required documents cannot be
   delivered to the Exchange Agent prior to the Expiration Date;

      4. A form of letter that may be sent to your clients for whose accounts
   you hold Original Notes registered in your name or the name of your nominee,
   with space provided for obtaining the clients' instructions with regard to
   the Exchange Offer; and

      5. Guidelines for Certification of Taxpayer Identification Number on
   Substitute Form W-9.

DTC participants will be able to execute tenders through the DTC Automated
Tender Offer Program.

   PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON      , 2004, UNLESS EXTENDED BY THE COMPANY. WE URGE YOU TO CONTACT
YOUR CLIENTS AS PROMPTLY AS POSSIBLE.



   You will be reimbursed by the Company for customary mailing and handling
expenses incurred by you in forwarding any of the enclosed materials to your
clients. Additional copies of the enclosed material may be obtained form the
Exchange Agent, at the address and telephone numbers set forth below.

Very truly yours,

                        U.S. Bank National Association
                  U.S. Bank West Side Flats Operations Center
                              60 Livingston Ave.
                              St. Paul, MN 55107
                        Attention: Specialized Finance
                                (800) 934-6802

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

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE
EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS AND THE
LETTER OF TRANSMITTAL.

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