AeroGrow
International, Inc.
6075
Longbow Dr., Suite 200
Boulder,
Colorado 80301
April 4,
2007
VIA
EDGAR
H.
Christopher Owings
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
Mr.
Owings:
AeroGrow
International, Inc. (the “Company”), a Nevada corporation, hereby specifically
incorporates 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) at Gibson, Dunn & Crutcher
LLP.
Very
truly yours,
/s/
Mitchell B. Rubin
Mitchell
B. Rubin
Chief
Financial Officer,
AeroGrow
International, Inc.