The Scotts Company today said that it has priced an offering of $330 million of 10-year 8-5/8% notes.

The net proceeds will be used to purchase the assets of the non-Roundup® consumer lawn and
garden business of Monsanto Company, including the Ortho® product line, for approximately $300 million.

Scotts expects the consumer non-Roundup® purchase and the offering to close on January 21,
1999, subject to customary closing conditions, and plans to call back existing 9-7/8% Senior
Subordinated Notes due August 1, 2004, at the same time.

Salomon Smith Barney was lead manager of the offering, and Chase Securities, Inc., and Credit
Lyonnais Securities were co-managers.

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®, Miracle-Gro® and Ortho® brands outscores the nearest
competitors in their categories by several times, as does awareness of the consumer
Round-up® brand, for which Scotts is the exclusive agent. In the U.K., the company's brands
include Weedol® and Pathclear®, the top-selling consumer herbicides; Evergreen®, the
leading lawn fertilizer line; the Levington® line of lawn and garden products; and
Miracle-Gro®, the leading plant fertilizer. The Company's leading brands in continental Europe
include KB® and Fertiligene® in France and NexaLotte® and Celaflor® 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:

Continued marketplace acceptance of the Company's ``pull'' advertising marketing strategies;
The ability to maintain profit margins and to produce products and add production capacity on a timely basis;  Competition in the North American and European consumer and professional segments;  Competition between and the recent consolidation within the retail outlets selling the
Company's products;  Public perceptions regarding the safety of the Company's products;
Changes in economic conditions, interest rates and currency exchange rates in the countries in which the company operates;  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.

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.

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