Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  LAZARUS INVESTMENT PARTNERS LLLP
 2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2009		 3. Issuer Name and Ticker or Trading Symbol
AeroGrow International, Inc. [AERO]
(Last)
(First)
(Middle)
2401 E. 2ND AVENUE, #600		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DENVER, CO 80206		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 442,807
D (1)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock 06/30/2009   (2) Common Stock 4,300,000 (3) $ 0.2 D (1)  
Series A Preferred Warrants 06/30/2009 06/30/2014 Series A Preferred Stock 428 (4) $ 1,250 D (1)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAZARUS INVESTMENT PARTNERS LLLP
2401 E. 2ND AVENUE
#600
DENVER, CO 80206		     X    

Signatures

/s/ Justin B. Borus, managing member of general partner 07/23/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The reported securities are owned directly by Lazarus Investment Partners LLLP, and indirectly by Lazarus Management Company LLC, as general partner of Lazarus Investment Partners LLLP, and Justin B. Borus, as managing member of Lazarus Management Company LLC. Lazarus Management Company LLC and Justin B. Borus disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
(2) The Series A Preferred Stock does not have an expiration date.
(3) The reporting person holds 860 shares of Series A Preferred Stock which are convertible into 4,300,000 shares of Common Stock.
(4) The reporting person holds warrants to purchase 428 shares of Series A Preferred Stock which are convertible into 2,140,000 shares of Common Stock.
 
Remarks:
This report is filed jointly by Lazarus Investment Partners LLLP, Lazarus Management Company LLC and Justin B. Borus, all of whom may be deemed 10% owners.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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