UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No.2)
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)
December 31, 2008
(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
551,635
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
551,635
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
551,635
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
4.5%
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
551,635
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
551,635
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
4.5%
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) [X] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G) (with respect to Gary
Siperstein 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.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class
of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not Aplicable.
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: February 11, 2009
Eliot Rose Asset Management, LLC
/s/ Gary S. Siperstein
_____________________________
By: Gary S. Siperstein
its: Managing Member
Gary S. Siperstein
/s/ Gary S. Siperstein
_____________________________
By: Gary S. Siperstein
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)