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                                                                 Exhibit 3(a)(1)
                                                                 ---------------


                    Certificate of Amendment by Shareholders
                  to Articles of The Scotts Company reflecting
                   adoption of amendment to Article FOURTH of
                    Amended Articles of Incorporation by the
                      shareholders of The Scotts Company on
                         January 18, 2001, as filed with
                   Ohio Secretary of State on January 18, 2001



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[SECRETARY OF STATE       PRESCRIBED BY J. KENNETH BLACKWELL
 OF OHIO SEAL LOGO]                                         Expedite this form
                                                                  [X] Yes

                          Please obtain fee amount and mailing instructions
                          from the FORMS INVENTORY LIST (using the 3 digit
                          form # located at the bottom of this form). To
                          obtain the FORMS INVENTORY LIST or for
                          assistance, please call Customer Service:
                          Central Ohio: (614)-466-3910
                          Toll Free: 1-877-SOS-FILE  (1-877-767-3453)

                            CERTIFICATE OF AMENDMENT
                         BY SHAREHOLDERS TO ARTICLES OF

                               The Scotts Company
--------------------------------------------------------------------------------
                              (Name of Corporation)
                                     878361
                      -----------------------------------
                                (charter number)

                             G. Robert Lucas, who is the  Secretary
     ---------------------------------------             ------------------
                   (name)                                     (title)
of the above named Ohio corporation organized for profit, does hereby certify
that: (Please check the appropriate box and complete the appropriate
statements.)

[X]      a meeting of the shareholders was duly called and held on January 18,
         2001 , at which meeting a quorum the shareholders was present in person
         or by proxy, and that by the affirmative vote of the holders of shares
         entitling them to exercise ___% of the voting power of the corporation,

[ ]      in a writing signed by all the shareholders who would be entitled to
         notice of a meeting held for that purpose, the following resolution to
         amend the articles was adopted:

         RESOLVED, that Article FOURTH of the Company's Amended Articles of
         Incorporation be, and it hereby is, amended in its entirety to read as
         set forth on page 12 of the definitive printed proxy statement
         delivered to the shareholders in connection with this meeting and
         presented to the shareholders at this meeting, which amendment shall be
         included in Exhibit B to the minutes of this meeting.
         [See Exhibit A, attached hereto for the text of the amendment to
         Article FOURTH as adopted in the foregoing resolution.]


IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the
corporation, has hereunto subscribed     his    name on January 18, 2001
                                      ---------         ----------------
                                      (his/her)              (date)

                                   Signature: /s/ G. Robert Lucus
                                             -----------------------------------

                                       Title:             Secretary
                                             -----------------------------------

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                                    EXHIBIT A


         FOURTH: The authorized number of shares of the corporation shall be One
Hundred Million, One Hundred and Ninety-Five Thousand (100,195,000), consisting
of One Hundred Million (100,000,000) common shares, each without par value, and
One Hundred and Ninety-Five Thousand (195,000) preferred shares, each without
par value.

         The directors of the corporation are authorized to adopt amendments to
the Amended Articles of Incorporation in respect of any unissued preferred
shares and thereby to fix or change, to the fullest extent now or hereafter
permitted by Ohio law: the division of such shares into series and the
designation and authorized number of shares of each series; the dividend or
distribution rights; dividend rate; liquidation rights, preferences and price;
redemption rights and price; sinking fund requirements; voting rights;
pre-emptive rights; conversion rights; restrictions on issuance of shares; and
such other rights, preferences and limitations as shall not be inconsistent with
this Article FOURTH.