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                                EXHIBIT 10(g)(2)

First Amendment to The Scotts Company Executive Retirement Plan, effective as of
                                January 1, 1999



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                                 FIRST AMENDMENT

                                       TO

                               THE SCOTTS COMPANY

                            EXECUTIVE RETIREMENT PLAN


         WHEREAS, The Scotts Company (the "Company") sponsors The Scotts Company
Executive Retirement Plan (the "Plan"); and

         WHEREAS, the Plan provides that executives in Band G and above, other
than Joseph D. Dioguardi, are eligible to participate in the Plan; and

         WHEREAS, the Company wants to permit Mr. Dioguardi to defer incentive
pay and compensation under the Plan;

         NOW, THEREFORE, effective as of January 1, 1999:

1.       The definition of "Executive Incentive Pay" in Section II of the Plan
shall be revised to provide:

                  "Executive Incentive Pay" means, with respect to each
         Participant, any bonus under the Executive Annual Incentive Plan or any
         incentive pay pursuant to an employment agreement.

2.       The last sentence of Section III of the Plan shall be deleted.

3.       Paragraph (1) of Section IV.B. shall be revised to provide:

                           (1) With respect to each Plan Year, an Eligible
         Employee may elect to have a percentage or a flat dollar amount of his
         Executive Incentive Pay which is to be awarded to him by the Employer
         for the Plan Year in question allocated to his Deferred Executive
         Incentive Pay Account and paid on a deferred basis pursuant to the
         terms of the Plan. To exercise such an election for any Plan Year,
         within thirty (30) days after the Executive Annual Incentive Plan is
         finalized for the Plan Year (or, in the case of Executive Incentive Pay
         under an employment agreement, within thirty (30) days prior to the
         beginning of the Plan Year), the Eligible Employee must advise the
         Employer of his election, in writing, on an Executive Incentive Pay
         Deferral Election. Such Executive Incentive Pay Deferral Election shall
         apply only to Executive Incentive Pay payable to the Participant after
         the date on which the Executive Incentive Pay Deferral Election is
         received by the Administrative Committee. If an Eligible Employee
         terminates



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         employment or changes to an employment status other than an Eligible
         Employee, his election to defer Executive Incentive Pay shall terminate
         and no additional amounts shall be deferred.

4.       A new paragraph (5) shall be added to Section IV.D. of the Plan to
provide:

                  (5)      INELIGIBILITY FOR EMPLOYER  CONTRIBUTIONS.
         Notwithstanding the foregoing, no contributions shall be made for or
         allocated to Joseph D. Dioguardi under this Section IV.D.

         IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed as of the 23 day of DECEMBER, 1998.


                                  THE SCOTTS COMPANY



                                  By: /s/ Rosemary L. Smith
                                     -----------------------------------------
                                       Rosemary L. Smith,
                                       Vice  President - Human  Resources and
                                       Member of the Administrative Committee















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