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Mail Stop 6010					January 11, 2007



Charles N. Jolly, Esquire
General Counsel
Prestige Brands Holdings, Inc.
90 North Broadway
Irvington, New Jersey 10533

      Re:	Prestige Brands Holdings, Inc.
		Registration Statement on Form S-3
      Filed December 28, 2006
		File No. 333-139702

Dear Mr. Jolly:

      We have limited our review of your filing to the following
comments pertaining to the selling shareholders.  Once you have
complied with our comments on this filing, we will act upon any
request for acceleration of the effective date of the registration
statement and, pursuant to delegated authority, grant acceleration
of
the effective date.

      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 Act
of
1933 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.

Form S-3

Selling Stockholders, page 7

1.  Please expand the discussion to identify the initial
transaction
in which the securities were sold as requested by General
Instruction
II. G of Form S-3.  In addition, please confirm supplementally
that
the securities that are the subject of the registration statement
were issued and outstanding prior to the filing of the
registration
statement. We may have additional comments.



General

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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 staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact John L. Krug, Staff Attorney at (202) 551-
3862
or me at (202) 551-3715 with any questions.

      					Sincerely,


      					Jeffrey Riedler
      					Assistant Director

cc: Gary M. Brown, Esquire
      Mark A.B. Carlson, Esquire