Irinquiries@prestigebrands.com
Prestige Consumer Healthcare Inc.
660 White Plains Road – Ste 250
Tarrytown, NY 10591
Telephone: 914-524-6819
[Prestige Letterhead]
ERIC S.
KLEE
ASSOCIATE GENERAL COUNSEL
August 4,
2008
Securities
and Exchange Commission
100 F.
Street, N.E.
Washington,
D.C. 20549
Attn.: Jeffrey
Riedler
| Re: | Prestige Brands Holdings, Inc. | |
| Registration Statement on Form S-3 | ||
| File No. 333-139702 |
Ladies
and Gentlemen:
On
behalf of the above-referenced registrant, I hereby request that the
Registration Statement on Form S-3 (File No. 333-139702), as amended, of
Prestige Brands Holdings, Inc. (the "Company") be declared effective by the
Commission at 5:00 p.m. (Eastern Time) on August 7, 2008 or as soon thereafter
as practicable.
| The Company acknowledges that: | ||
| · | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with | |
| respect to the filing; | ||
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for | |
| the adequacy and accuracy of the disclosure in the filing; and | ||
| · | the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, | |
| Prestige Brands Holdings, Inc. | |
| /s/Eric S. Klee | |
| Eric S. Klee | |
| Associate General Counsel |
| PHONE: 914-524-6878 |
PRESTIGE
BRANDS HOLDINGS, INC.
|
eklee@prestigebrandsinc.com | |
| FAX: 914-524-7488 | 90 NORTH BROADWAY, IRVINGTON, NEW YORK 10533 | ||
| NYSE:PBH |