WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)    October 28, 2004  

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

                  OHIO                                  1-13292                                     31-1414921
     (State or other jurisdiction                     (Commission                                 (IRS Employer
            of incorporation)                         File Number)                              Identification No.)

14111 SCOTTSLAWN RD MARYSVILLE, OHIO                                                                   43041
   (Address of principal executive offices)                                                         (Zip Code)

                                 (937) 644-0011
              (Registrant's telephone number, including area code)

          (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 (see General Instruction A.2. below):

|_|  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)) 

Item 2.02.                 Results of Operation and Financial Condition. 
---------                  ---------------------------------------------

                  On October 28, 2004, The Scotts Company issued a News Release
concerning information regarding its results of operations and financial
condition for the three and twelve month periods ended September 30, 2004. The
News Release is attached hereto as Exhibit 99.1.

                  The press release includes the following non-GAAP financial
measures as defined in Regulation G: (1) adjusted net income, (2) adjusted
diluted earnings per share, (3) EBITDA and (4) adjusted EBITDA. The Registrant's
management believes that the disclosure of these non-GAAP financial measures
provides useful information to investors or other users of the financial
statements, such as lenders. As to adjusted net income, adjusted EBITDA and
adjusted diluted earnings per share, the excluded items are costs or gains for
discrete projects or transactions related to the closure, downsizing or
divestiture of certain operations that are apart from and not indicative of the
results of the operations of the business. Also excluded from adjusted net
income and adjusted diluted earnings per share are the costs incurred to
refinance the long term debt of The Scotts Company. EBITDA and adjusted EBITDA
are provided as a convenience to the Registrant's lenders because EBITDA is a
component of certain debt compliance covenants. The Registrant makes no
representation or assertion that EBITDA or adjusted EBITDA are indicative of its
cash flows from operations or results of operations. The Registrant has provided
a reconciliation of EBITDA to income from operations solely for the purpose of
complying with Regulation G and not as an indication that EBITDA is a substitute
measure for income from operations.

Section 9 Financial Statements and Exhibits

     Item 9.01 Financial Statements and Exhibits

               (a) Financial Statements of business acquired

                   Not applicable

               (b) Pro Forma Financial Information

                   Not applicable

               (c) Exhibits:

                   Exhibit No.      Description
                   -----------      -----------

                      99.1          News Release issued on October 28, 2004


                  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 thereunto duly authorized.

                                 THE SCOTTS COMPANY   

                                 By: /s/ Christopher L. Nagel
                                     Christopher L. Nagel
                                     Executive Vice President and 
                                     Chief Financial Officer

Date:  October 28, 2004

                                 Exhibit Index

           Exhibit No.      Description
           -----------      -----------

              99.1          News Release issued on October 28, 2004