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Mail Stop 6010
Via Facsimile and U.S. Mail


March 31, 2006

Mr. Peter C. Mann
Chairman and Chief Executive Officer
Prestige Brands Holdings, Inc.
90 North Broadway
Irvington, New York 10533

      Re:	Prestige Brands Holdings, Inc.
      Form 10-K/A for Fiscal Year Ended March 31, 2005
      Filed on January 12, 2006
      File No. 001-32433
      Prestige Brands International LLC
      Form 10-K/A for Fiscal Year Ended March 31, 2005
      Filed on January 12, 2006
      File No. 333-117152818-18

Dear Mr. Mann:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filings to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your document. In our comments, we ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K/A for Fiscal Year Ended March 31, 2005 filed on January
12,
2006

General
1. Since Amendment No. 2 to the Annual Report on Form 10-K/A for
the
fiscal year ended March 31, 2005 is a combined report being filed
separately by Prestige Brands Holdings, Inc. and Prestige Brands
International, LLC the following comments apply to the Annual
Report
filed by each registrant.

Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations
Critical Accounting Policies and Estimates, page 22

2. This disclosure should provide investors with a fuller
understanding of the uncertainties in applying critical accounting
policies and the likelihood that materially different amounts
would
be reported under different conditions or using different
assumptions. It should include quantification of the related
variability in operating results that you expect to be reasonably
likely to occur. For all critical accounting policies and
estimates,
except for revenue recognition that is discussed in the next
comment,
please provide us information in disclosure-type format regarding
the
uncertainties in applying these accounting policies, the
historical
accuracy of these accounting estimates, a quantification of their
sensitivity to changes in key assumptions and the expected
likelihood
of material changes in the future.

3. We believe that your disclosure related to estimates of items
that
reduce gross revenue such as product returns, chargebacks,
customer
rebates and other discounts and allowances could be improved.
Please
provide us the following information in a disclosure-type format:

a. The nature and amount of each accrual at the balance sheet date
and the effect that could result from using other reasonably
likely
assumptions than what you used to arrive at each accrual such as a
range of reasonably likely amounts or other type of sensitivity
analysis.
b. The factors that you consider in estimating each accrual such
as
historical return of products, levels of inventory in the
distribution channel, estimated remaining shelf life, price
changes
from competitors and introductions of new products.
c. To the extent that information you consider in b) is
quantifiable,
disclose both quantitative and qualitative information and discuss
to
what extent information is from external sources, e.g. end-
customer
demand, third-party market research data comparing wholesaler
inventory levels to end-customer demand. For example, in
discussing
your estimate of product that may be returned, explain preferably
by
product and in tabular format, the total amount of product in
sales
dollars that could potentially be returned as of the balance sheet
date.
d. If applicable, any shipments made as a result of incentives
and/or
in excess of your customer`s ordinary course of business inventory
level.  Discuss your revenue recognition policy for such
shipments.
e. A roll forward of the accrual for each estimate for each period
presented showing the following:
* Beginning balance,
* Current provision related to sales made in current period,
* Current provision related to sales made in prior periods,
* Actual returns or credits in current period related to sales
made
in current period,
* Actual returns or credits in current period related to sales
made
in prior periods, and
* Ending balance.

f. In your discussion of results of operations for the period to
period revenue comparisons, the amount of and reason for
fluctuations
for each type of reduction of gross revenue, i.e. product returns,
chargebacks, customer rebates and other discounts and allowances,
including the effect that changes in your estimates of these items
had on your revenues and operations.

4. Your revenue recognition and inventory management appear to
depend
on data provided by third parties. We believe that greater
uncertainty related to these accounting activities may exist due
to
the extent of your dependence on data generated by third parties.
Please provide the following information in a disclosure-type
format:

* The nature of data used in accounting for these activities and
your
process for ensuring its accuracy and completeness.
* Describe the nature and frequency of disputes with third parties
and the magnitude of related amounts.
* Discuss the impact of these factors on the related critical
accounting estimates.
* Link this discussion to your revenue restatements and planned
corrective actions.

Results of Operations of Prestige Brands Holdings, Inc. and
Combined
Medtech Holdings, Inc and The Denorex Company ("the predecessor")

Fiscal 2005 Compared to Fiscal 2004, page 25

Adjusted Earnings Before Interest Depreciation and Amortization
("Adjusted EBITDA"), page 27

5. You disclose that Adjusted EBITDA is presented because it is
your
understanding that certain members of the financial community use
this as another measure of a company`s financial results and
operating performance.  We believe that disclosure of non-GAAP
measures, such as Adjusted EBITDA, that eliminate recurring items
are
not permissible unless management reasonably believes the
financial
impact of these items will disappear or become immaterial within a
near-term finite period.  Since the items excluded from Adjusted
EBITDA are significant components of your business, the financial
impact of these items will not disappear or become immaterial in
the
future. While Item 10(e) of Regulation S-K does not expressly
prohibit the removal of recurring items, Answer 8 of "Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures"
indicates that registrants must meet the burden of demonstrating
the
usefulness of any measure that excludes recurring items,
especially
if that measure is used to evaluate performance.  The Answer to
Question 8 of the Non-GAAP FAQ, further states it is permissible,
and
may be necessary, to identify, discuss, and analyze material
items,
whether they are recurring or non-recurring in MD&A and it may be
necessary to discuss the nature of such items and their
significance
to an investor in evaluating the company`s results of operations.
We
believe that material items such as depreciation, amortization,
interest expense, and income taxes should be discussed in MD&A but
should not be eliminated or adjusted in connection with a non-GAAP
measure. Please confirm your intention to delete Adjusted EBITDA
as a
supplementary non-GAAP operating performance measure in future
filings or tell us how your disclosure complies with Item 10 of
Regulation S-K.

Item 9A. Controls and Procedures, page 36

6.         In Amendment No. 2, you restated prior year financial
statements to correct various accounting errors related to revenue
recognition. We note your statement that you are changing
"controls
and accounting policies surrounding the review, analysis and
recording of shipments and shipping terms with customers,
including
the selection and monitoring of appropriate assumptions and
guidelines to be applied during the review and analysis of all
customer terms."  Please explain more specifically in a
disclosure-
type format the processing difficulties related to this review,
analysis and recording of shipments and shipping terms that led to
these accounting errors.  Describe the estimates and related
assumptions required in this revenue recognition process.
Describe
the changes that you expect to make to your revenue recognition
accounting policies.  Link this discussion to your response to
comment three.

Consolidated Financial Statements

Prestige Brands Holdings, Inc.
Prestige Brands International LLC

Business and Basis of Presentation

Inventories

7.         You disclose on pages 8 and 9 that third parties
fulfill
all of your manufacturing needs and that Warehousing Specialist,
Inc.
and Nationwide Logistics, Inc. perform your warehousing and
distribution activities. Please describe to us in a disclosure-
type
format the following information regarding your inventory
accounting
policy:

* The contractual terms governing transfer of title and risk of
loss
from the third party manufacturing firm to your warehousing firm
and
your basis for recording receipt of inventory; and
* The contractual terms governing your product returns to third
party
manufacturers.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Your letter
should
key your responses to our comments.  Detailed letters greatly
facilitate our review.  Please file your letter on EDGAR under the
form type label CORRESP for each registrant.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Frank Wyman, Staff Accountant, at 202-551-
3660
or Don Abbott, Senior Staff Accountant, at 202-551-3608, if you
have
questions regarding the comments.  In this regard, do not hesitate
to
contact me, at 202-551-3679.

							Sincerely,


							Jim B. Rosenberg
						Senior Assistant Chief Accountant
Mr. Peter C. Mann
Prestige Brands Holdings, Inc.
March 31, 2006
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