THREE MONTHS ENDED

Exhibit 10(y)

AMENDMENT
TO
THE SCOTTS COMPANY 1992 LONG TERM INCENTIVE PLAN

2005 AMENDMENT

     WHEREAS, the shareholders of The Scotts Company (“Scotts”) previously approved the adoption of The Scotts Company 1992 Long Term Incentive Plan (the “Plan”); and

     WHEREAS, on March 18, 2005 (the “Effective Time”), Scotts consummated the restructuring of Scotts’ corporate structure into a holding company structure by merging Scotts into a wholly-owned second-tier Ohio limited liability company subsidiary, The Scotts Company LLC (“Scotts LLC”), pursuant to the Agreement and Plan of Merger, dated as of December 13, 2004 (the “Merger Agreement”), by and among Scotts, Scotts LLC and The Scotts Miracle-Gro Company (the “Company”); and

     WHEREAS, pursuant to the Merger Agreement, the Company assumed, as of the Effective Time, the Plan and all obligations and liabilities of Scotts thereunder; and

     WHEREAS, Section 10 of the Plan provides that the Company’s Board of Directors (the “Board”) may amend the Plan at any time; and

     WHEREAS, the Board has resolved to amend the Plan to reflect the Company’s assumption of the Plan;

     NOW, THEREFORE, the Plan is amended effective as of the Effective Time as follows:

     1. The title of the Plan is amended to be “The Scotts Miracle-Gro Company 1992 Long Term Incentive Plan.”

     2. Section 2.1(i) of the Plan is amended and restated to read, in its entirety, as follows: “Company” means The Scotts Miracle-Gro Company, an Ohio corporation, and any successor thereto.

     3. Section 2.1(s) of the Plan is amended and restated to read, in its entirety, as follows: “Plan” means The Scotts Miracle-Gro Company 1992 Long Term Incentive Plan, as in effect from time to time.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the 6th day of May, 2005, to be effective as of March 18, 2005.