UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2005

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

90 North Broadway
Irvington, New York  10533
(Address of Principal executive offices, including Zip Code)

(914) 524-6810
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events.

On July 14, 2005, Prestige Brands Holdings, Inc. mailed a notice to its stockholders relating to a location change for its 2005 Annual Meeting of Stockholders.  The complete notice is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(c)   Exhibits

99.1        Notice of Annual Meeting Location Change.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

July 13, 2005

NOTICE OF ANNUAL MEETING LOCATION CHANGE

Dear Stockholder:

The 2005 Annual Meeting of Stockholders of Prestige Brands Holdings, Inc. will take place as previously scheduled on Friday, July 29th, 2005 at 10:00 AM at a location which is different from the one mentioned in the proxy materials you recently received due to flood damage at the original location. The new location for the meeting is:

Tarrytown House Estate and Conference Center

Cronise Room

49 E. Sunnyside Lane

Tarrytown, NY 10591

For directions to Tarrytown House, please visit their website at www.tarrytownhousehotel.com and click on “Directions” at the bottom of the page. You may also call 914-591-8200.

If you are planning to attend, please RSVP to dsiegal@prestigebrandsinc.com or call 914-524-6819 to assure your place.

I look forward to welcoming you.

Sincerely,

Peter C. Mann

Chairman of the Board, President and Chief Operating Officer