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As filed with the Securities and Exchange Commission on February 10, 2005

No. 333-            

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PRESTIGE BRANDS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		2834 (Primary Standard Industrial Classification Code Number)		20-1297589 (I.R.S. Employer Identification No.)
90 North Broadway Irvington, New York 10533 (914) 524-6810 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Peter C. Mann
President and Chief Executive Officer
Prestige Brands Holdings, Inc.
90 North Broadway
Irvington, New York 10533
(914) 524-6810
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Dennis M. Myers, P.C. Andrew J. Terry Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 (312) 861-2000

Richard L. Muglia Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 (212) 735-3000

Approximate date of commencement of proposed sale to the public:     As soon as practicable after this Registration Statement becomes effective.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý  333-117700

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security to be Registered		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee(2)(3)
Common Stock, par value $0.01 per share		$37,950,000		$4,466.72

(1)

Includes 4,200,000 shares which the underwriters have the option to purchase to cover over-allotments, if any.

(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933 (the "Securities Act").

(3)

The Registrant previously paid filing fees of $116,664 in connection with the initial filing of the Registration Statement on Form S-1 (File No. 333-117700) on July 28, 2004 (the "Registration Statement"), which Registration Statement contemplated a proposed maximum aggregate offering price of $920,000,000. On November 12, 2004, in connection with Amendment No. 1 to the Registration Statement, the Registrant decreased the proposed maximum aggregate offering price to $477,250,000. As a result, upon the effectiveness of the Registration Statement on February 9, 2005, the Registrant had a registration fee balance of $56,081 with the Securities and Exchange Commission. Pursuant to Rule 457(p) promulgated under the Securities Act, the Registrant is offsetting the filing fee due in connection herewith by applying $4,466.72 of such registration fee balance.

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EXPLANATORY NOTE

        This Registration Statement is being filed by Prestige Brands Holdings, Inc. (the "Company") pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (File No. 333-117700), initially filed with the Securities and Exchange Commission (the "Commission") on July 28, 2004 and declared effective by the Commission on February 9, 2005, are incorporated by reference into this Registration Statement in their entirety (including exhibits thereto) and are deemed to be a part of this Registration Statement.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of Irvington, State of New York, on February 10, 2005.

		PRESTIGE BRANDS HOLDINGS, INC.
		By:
		/s/  PETER J. ANDERSON
		Name:		Peter J. Anderson
		Title:		Chief Financial Officer

        Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-1 has been signed by the following persons in the capacities indicated on February 10, 2005.

Signature		Title
* Peter C. Mann		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/  PETER J. ANDERSON       Peter J. Anderson		Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)
* David A. Donnini		Director
* Vincent J. Hemmer		Director
* Gary E. Costley		Director
* L. Dick Buell		Director

*By:

/s/  PETER J. ANDERSON       Peter J. Anderson Attorney-in-Fact

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EXHIBIT INDEX

5.1		Opinion of Kirkland & Ellis LLP.
23.1		Consent of PricewaterhouseCoopers LLP.
23.2		Consent of Ernst & Young LLP.
23.3		Consent of Eisner LLP.
23.4		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
24.1		Powers of Attorney (included on signature page of the Registration Statement of the Company on Form S-1 (File No. 333-117700) filed with the Commission on July 28, 2004, and filed as Exhibit 24.2 to Amendment No. 2 to the Registration Statement of the Company on Form S-1 (File No. 333-117700) filed with the Commission on December 17, 2004, and incorporated by reference herein).

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EXPLANATORY NOTE
SIGNATURES
EXHIBIT INDEX

                                                                     Exhibit 5.1

                              KIRKLAND & ELLIS LLP
                           AND AFFILIATED PARTNERSHIPS

                             200 East Randolph Drive
                             Chicago, Illinois 60601

                                  312 861-2000                       Facsimile:
                                                                    312 861-2200
                                www.kirkland.com


                                February 10, 2005


Prestige Brands Holdings, Inc.
90 North Broadway
Irvington, NY  10533

Ladies and Gentlemen:

          We are acting as special counsel to Prestige Brands Holdings, Inc.,
a Delaware corporation (the "Company"), in connection with the proposed
registration by the Company of shares of its Common Stock, par value $0.01
per share (the "Common Stock"), pursuant to a Registration Statement on Form
S-1, originally filed with the Securities and Exchange Commission (the
"Commission") on February 10, 2005 under the Securities Act of 1933, as
amended (the "Act") (such Registration Statement, as amended or supplemented,
including any subsequent registration statement filed pursuant to Rule 462(b)
under the Act, is hereinafter referred to as the "Registration Statement").
The shares of Common Stock to be issued and sold by the Company pursuant to
the Registration Statement are referred to herein as the "Firm Shares" and
the shares of Common Stock to be sold by the selling stockholders identified
in the Registration Statement are referred to herein as the "Secondary
Shares."

          In that connection, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary for the purposes of
this opinion, including (i) the Amended and Restated Certificate of
Incorporation of the Company (the "Restated Charter") filed as Exhibit 3.1 to
the Registration Statement filed with the Secretary of State of the State of
Delaware prior to the sale of the shares of Common Stock registered pursuant
to the Registration Statement (the "Shares"); (ii) the By-laws (the
"By-laws") of the Company filed as Exhibit 3.2 to the Registration Statement;
(iii) the form of purchase agreement filed as Exhibit 1.1 to the Registration
Agreement (the "Purchase Agreement"); (iv) the Exchange Agreement filed as
Exhibit 10.39 to the Registration Statement (the "Exchange Agreement"); (v)
resolutions of the Board of Directors and stockholders of the Company (the
"Resolutions"); and (vi) the Registration Statement.

          For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have

London      Los Angeles       New York       San Francisco      Washington, D.C.



                              KIRKLAND & ELLIS LLP


Prestige Brands Holdings, Inc.
February 10, 2005
Page 2

also assumed the legal capacity of all natural persons, the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto and the due authorization, execution and delivery of all
documents by the parties thereto. In rendering the opinion set forth below with
respect to the Secondary Shares, we have assumed that the Company has received
the entire amount of the consideration in exchange for shares of its common
stock contemplated by the Exchange Agreement. We relied upon statements and
representations of officers and other representatives of the Company and others
as to factual matters.

          Based upon and subject to the foregoing qualifications, assumptions
and limitations and the further limitations set forth below, when (i) the
Restated Charter is filed with the Secretary of State of the State of Delaware,
(ii) the final Purchase Agreement is duly executed and delivered by the parties
thereto, (iii) the transactions contemplated by the Exchange Agreement have
occurred in accordance with the terms thereof and (iv) the Registration
Statement becomes effective under the Act:

1.   The Secondary Shares will be duly authorized and validly issued, fully paid
     and non-assessable; and

2.   When the Firm Shares are registered by the Company's transfer agent and
     delivered against payment of the agreed consideration therefor, all in
     accordance with the Purchase Agreement and the Resolutions, the Firm Shares
     will be validly issued, fully paid and non-assessable.

          Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of any
laws except the General Corporation Law of the State of Delaware.

          We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.



                              KIRKLAND & ELLIS LLP


Prestige Brands Holdings, Inc.
February 10, 2005
Page 3


          This opinion is limited to the specific issues addressed herein, and
no opinion may be inferred or implied beyond that expressly stated herein.

          This opinion is furnished to you in connection with the filing of the
Registration Statement.

                                          Sincerely,


                                          /s/ Kirkland & Ellis LLP

                                          KIRKLAND & ELLIS LLP

                                                                Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of Prestige Brands Holdings, Inc. of our reports dated
November 8, 2004 relating to the financial statements and financial statement
schedule of Prestige International Holdings, LLC (successor basis); dated
July 2, 2004, relating to the combined financial statements and financial
statement schedule of Medtech Holdings, Inc. and The Denorex Company
(predecessor basis); and dated March 18, 2004 relating to the financial
statements of The Spic and Span Company, all of which appear in the
Registration Statement on Form S-1 (File No. 333-117700).

/s/ PricewaterhouseCoopers LLP

Salt Lake City, Utah
February 9, 2005

                                                                Exhibit 23.2

                CONSENT OF INDEPENDENT REGISTERED CERTIFIED
                             PUBLIC ACCOUNTANTS

We consent to the reference to our report dated February 20, 2004, with
respect to the financial statements of Bonita Bay Holdings, Inc. in the
Registration Statement (Form S-1) and related Prospectus of Prestige Brands
Holdings, Inc. for the registration of its common stock.

/s/ Ernst & Young LLP

Tampa, Florida
February 7, 2005

                                                                Exhibit 23.3

        CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on
Form S-1 of our report dated August 20, 2004 except with respect to Note H as
to which the date is October 6, 2004 on our audits of the financial
statements of Vetco, Inc. as of December 31, 2003 and 2002 and for each of
the years in the two-year period ended December 31, 2003 included in Form S-1
(File No. 333-117700) of Prestige Brands Holdings, Inc.

/s/ Eisner LLP

New York, New York
February 10, 2005