EXHIBIT 99.3

           LETTER TO DTC PARTICIPANTS REGARDING THE OFFER TO EXCHANGE
 ANY AND ALL OUTSTANDING 8.625% SERIES A SENIOR SUBORDINATED NOTES DUE 2009 FOR
               8.625% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
                                       OF
                               THE SCOTTS COMPANY
               PURSUANT TO THE PROSPECTUS DATED           , 2002

              THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
  CITY TIME, ON           , 2002, 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        TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.

               , 2002

TO SECURITIES DEALERS, COMMERCIAL BANKS TRUST COMPANIES AND OTHER NOMINEES:

     Enclosed for your consideration is a Prospectus dated           , 2002 (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 $70,000,000 in principal
amount of its 8.625% Series B Senior Subordinated Notes due 2009 (the "Exchange
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for any and all outstanding 8.625% Series A Senior
Subordinated Notes due 2007 (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           , 2002, 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,

                      STATE STREET BANK AND TRUST COMPANY
             TWO INTERNATIONAL PLACE FOURTH FLOOR BOSTON, MA 02110
                                   ATTENTION:
                                 (XXX) XXX-XXXX

     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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