[LETTERHEAD
OF GIBSON, DUNN & CRUTCHER LLP]
April 4,
2007
VIA
EDGAR
Peggy
Kim
Division
of Corporate Finance
Securities
and Exchange Commission
100
F
Street, NE
Washington,
DC 20549
|
Re:
|
AeroGrow
International, Inc. Registration Statement on Form SB-2 (Registration
No.
333-141689)
|
| |
Filed
on March 30, 2007
|
Dear
Ms.
Kim:
On
behalf
of our client, AeroGrow International, Inc. (the “Company”), a Nevada
corporation, we hereby specifically incorporate into the facing page of the
Registration Statement on Form SB-2, filed by the Company on March 30,
2007, the following language pursuant to Rule 473 of the Securities Act of
1933,
as amended:
“The
registrant hereby amends this registration statement on the date or dates as
may
be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.”
If
you
have any questions or comments in connection with this delaying amendment or
the
subject filing, please call Brian Lane (202-887-3646), Steven Talley
(303-298-5775), or Scott Davies (303-298-5917) of this firm.
Very
truly yours,
/s/
Steven K. Talley
Steven
K.
Talley