UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No.__)
Under the Securities Exchange Act of 1934
AeroGrow International, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00768M 10 3
(CUSIP Number)
October 31, 2007
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out or a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 00768M 10 3 SCHEDULE 13G Page 2 of 6
1 Name of Reporting Person Eliot Rose Asset Management, LLC
IRS Identification No. of Above Person 04-3649045
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Rhode Island
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
576,900
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
576,900
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
5.1%
12 Type of Reporting Person*
OO, IA
CUSIP No. 00768M 10 3 SCHEDULE 13G Page 3 of 6
1 Name of Reporting Person Gary S. Siperstein
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
576,900
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
576,900
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
5.1%
12 Type of Reporting Person*
IN
CUSIP No. 00768M 10 3 SCHEDULE 13G Page 4 of 6
Item 1(a). Name of Issuer.
AeroGrow International, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
6075 Longbow Drive, Suite 200, Boulder, CO 80301
Item 2(a). Names of Persons Filing.
Eliot Rose Asset Management, LLC and Gary S. Siperstein.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The office address for Eliot Rose Asset Management, LLC and
Gary S. Siperstein is 10 Weybosset Street, Suite 401,
Providence, RI 02903
Item 2(c). Citizenship.
Eliot Rose Asset Management, LLC is a Rhode Island limited
liability company, Gary S. Siperstein is a United States
citizen.
Item 2(d). Title of Class of Securities.
Common Stock, par value $0.001 per share
Item 2(e). CUSIP Number.
00768M 10 3
Item 3. If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
CUSIP No. 00768M 10 3 SCHEDULE 13G Page 5 of 6
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with 240.13b-1(b)(1)(ii)(G) (with respect to Richard
W. Koe only).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form the definition of
an investment company under section 3(c)(14) of the Investment
Company act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c),
check this box [x]
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of page
two (2) and three (3) of this Schedule 13G, which Items are
incorporated by reference herein.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Eliot Rose Asset Management, LLC is deemed to be the
beneficial owner of the number of securities reflected in Item
5-9 and 11 of page two (2) of this Schedule 13G pursuant to
separate arrangements whereby it acts as investment adviser to
certain persons. Each person for whom Eliot Rose Asset
Management, LLC acts as investment adviser has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the common stock purchased or
held pursuant to such arrangements. Gary S. Siperstein is
deemed to be the beneficial owner of the number of securities
reflected in Items 5-9 and 11 on page three (3) of this
Schedule 13G pursuant to his ownership interest in Eliot Rose
Asset Management, LLC.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent
Holding Company.
Not applicable.
CUSIP No. 00768M 10 3 SCHEDULE 13G Page 6 of 6
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, Eliot Rose Asset Management, LLC and Gary
S. Siperstein certify that, to the best of their knowledge and
belief, the securities referred to above on page two (2) and
three (3), respectively, of this Schedule 13G were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
DATED: November 14, 2007
Eliot Rose Asset Management, LLC
/s/ Gary S. Siperstein
_____________________________
By: Gary S. Siperstein
its: Managing Member
DATED: November 14, 2007
Gary S. Siperstein
/s/ Gary S. Siperstein
_____________________________
By: Gary S. Siperstein