FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Barish Michael S   2. Issuer Name and Ticker or Trading Symbol AeroGrow International, Inc. [AERO.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2401 EAST SECOND AVENUE, SUITE 400 3. Date of Earliest Transaction (Month/Day/Year) 05/06/2010 (Street) DENVER, CO 80206 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Convertible Note

$ 0.1

05/06/2010

J(1)

$ 188,911

05/06/2010

05/06/2013

Common Stock

1,889,110

(1)

$ 188,911

D

Convertible Note

$ 0.1

05/06/2010

P

$ 100,000

05/06/2010

06/06/2013

Common Stock

1,000,000

(3)

$ 288,911

D

Common Stock Warrants

$ 0.2

05/06/2010

J(1)(2)

1,889,110

05/06/2010

05/06/2015

Common Stock

1,889,110

(2)

2,064,000

D

Common Stock Warrants

$ 0.2

05/06/2010

P

1,000,000

05/06/2010

05/06/2015

Common Stock

1,000,000

(3)

3,064,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Barish Michael S 2401 EAST SECOND AVENUE SUITE 400 DENVER, CO 80206	X	X

Signatures

Lissie Stagg, Attorney in Fact		05/07/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Mr. Barish converted an outstanding $175,000 Promissory Note and $13,911 interest due on the note into the $188,911 Convertible Note, which pays 8% per year.
(2)	Per the terms of the Convertible Note, Mr. Barish was issued warrants to purchase 1,889,110 shares of common stock.
(3)	Mr. Barish invested $100,000 for the $100,000 Convertible Note. Per the terms of the Convertible Note, Mr. Barish was issued warrants to purchase 1,000,000 shares of common stock.

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