The Scotts Miracle-Gro Company (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   June 17, 2009

The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)

Ohio 001-11593 31-1414921
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
14111 Scottslawn Road, Marysville, Ohio   43041
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   937-644-0011

Not Applicable
Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition.

News Release Announcing Anticipated Fiscal Year 2009 Earnings Outlook.

On June 17, 2009, The Scotts Miracle-Gro Company issued a news release announcing its anticipated fiscal year 2009 earnings outlook. A copy of the news release is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference.

The information in this report is being furnished pursuant to Item 2.02 of Form 8-K. Accordingly, the information in Item 2.02 of this report and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

This report contains forward-looking statements within the meaning of the Securities Litigation Reform Act that involve risks and uncertainties as described from time to time in the Company's publicly available SEC reports, which could cause actual results to differ materially from those indicated in the forward-looking statements. In this report, the words "expect," "outlook," "may" and similar words or concepts are intended to identify forward-looking statements.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    The Scotts Miracle-Gro Company
June 17, 2009   By:   David C. Evans
        Name: David C. Evans
        Title: Executive Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.   Description

  News Release issued by The Scotts Miracle-Gro Company on June 17, 2009