Summary of SCOTTS MIRACLE-GRO CO

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Karen G. Mills from the Board On January 21, 2009, Karen G. Mills, a Class I member of the Board of Directors (the "Board") of The Scotts Miracle-Gro Company (the "Company") and the Company's lead independent director, notified the Company that she was resigning from the Board, effective immediately. Mrs. Mills indicated that her recent nomination by President Barack Obama to head the U.S. Small Business Administration, which is subject to confirmation by the United States Senate, necessitated her resignation.
A copy of the press release issued by the Company on January 22, 2009 announcing Mrs. Mills' resignation from the Board is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 9.01 - Financial Statements and Exhibits.

(a) Financial statements of businesses acquired:

Not applicable.

(b) Pro forma financial information:

Not applicable.

(d) Exhibits:

Exhibit No.      Description                                               Location

99.1             Press Release issued by The Scotts Miracle-Gro            Filed herewith
                 Company on January 22, 2009