<PAGE>

       As filed with the Securities and Exchange Commission on May 8, 2003
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               JARDEN CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                           35-1828377
 (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                               Jarden Corporation
                            555 Theodore Fremd Avenue
                               Rye, New York 10580
                                 (914) 967-9400

          (Address, including zip code, and telephone number, including
                   area code, of principal executive offices)

                     ---------------------------------------

                  JARDEN CORPORATION 2003 STOCK INCENTIVE PLAN
              JARDEN CORPORATION 2003 EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the plan)
                     ---------------------------------------

                               Martin E. Franklin
                      Chairman and Chief Executive Officer
                               Jarden Corporation
                            555 Theodore Fremd Avenue
                               Rye, New York 10580
                                 (914) 967-9400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                               Kane Kessler, P.C.
                           1350 Avenue of the Americas
                             New York, NY 10019-4896
                                 (212) 541-6222
                         Attn: Robert L. Lawrence, Esq.

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================================
 Title of securities to        Amount to be          Proposed maximum        Proposed maximum          Amount of
     be registered            registered (1)        offering price per      aggregate offering      registration fee
                                                         share (2)               price (2)
-----------------------------------------------------------------------------------------------------------------------
<S>                         <C>                     <C>                    <C>                     <C>
Common Stock, $0.01 par
value per share                 2,300,000                 $29.34                $67,482,000              $5,460
=======================================================================================================================
</TABLE>

(1)      This Registration Statement covers 2,000,000 shares of common stock
         (the "Common Stock"), $0.01 par value per share, of Jarden Corporation
         issuable pursuant to the Jarden Corporation 2003 Stock Incentive Plan
         (the "2003 Incentive Plan") and 300,000 shares of Common Stock issuable
         pursuant to the Jarden Corporation 2003 Employee Stock Purchase Plan
         (the "2003 Employee Plan") (the 2003 Incentive Plan and 2003 Employee
         Plan are collectively referred to herein as the "Plans"). In addition,
         pursuant to Rule 416(c) under the Securities Act of 1933, as amended
         (the "Securities Act") this Registration Statement covers an
         indeterminable number of additional shares of Common Stock as may
         hereafter be offered or issued pursuant to the Plans, to prevent
         dilution resulting from stock splits, stock dividends or similar
         transactions effected without receipt of consideration.

(2)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rule 457(c) and 457(h), the proposed maximum offering price
         per share is based upon a price of $29.34 (the average of the high and
         low price of the Registrant's Common Stock as reported on The New York
         Stock Exchange on May 6, 2003).


<PAGE>

                                EXPLANATORY NOTE
                                ----------------

     The 2,300,000 shares of common stock, $0.01 par value per share (the
"Common Stock") of Jarden Corporation, a Delaware corporation (the "Company"),
being registered pursuant to this Form S-8 are comprised of (i) 2,000,000 shares
of the Common Stock issued or issuable to participants under the Jarden
Corporation 2003 Stock Incentive Plan (the "2003 Incentive Plan") and (ii)
300,000 shares of Common Stock issued or issuable to participants under the
Jarden Corporation 2003 Employee Stock Purchase Plan (the "2003 Employee Plan"
and together with the 2003 Incentive Plan, the "Plans").

     This Registration Statement contains two parts. The first part contains a
prospectus pursuant to Form S-3 (in accordance with Section C of the General
Instructions to the Form S-8) which covers reoffers and resales of "restricted
securities" and/or "control securities" (as such terms are defined in Section C
of the General Instructions to Form S-8) of Jarden Corporation. This Reoffer
prospectus relates to (i) up to 2,000,000 shares of common stock that may be
issued to certain officers and directors of the Company pursuant to the 2003
Incentive Plan, and (ii) 300,000 shares of common stock that may be issued to
certain employees of the Company pursuant to the 2003 Employee Plan. The second
part of this Registration Statement contains Information Required in the
Registration Statement pursuant to Part II of Form S-8. The Form S-8 portion of
this Registration Statement will be used for offers of shares of Common Stock of
Jarden Corporation pursuant to each of the Plans. The Plan Information specified
by Part I of Form S-8 is not being filed with the Securities and Exchange
Commission but will be delivered to all participants in the Plans pursuant to
Securities Act Rule 428(b)(1).


<PAGE>

                               REOFFER PROSPECTUS
                               JARDEN CORPORATION
                        2,300,000 SHARES OF COMMON STOCK
                           (PAR VALUE $0.01 PER SHARE)

     This Prospectus may be used by certain persons (the "Selling Stockholders")
who may be deemed to be affiliates of Jarden Corporation, a Delaware corporation
(the "Company" or the "Registrant"), to sell a maximum of 2,300,000 shares (the
"Shares") of our common stock, $0.01 par value per share (the "Common Stock"),
comprised of up to (i) 2,000,000 shares of Common Stock which may be purchased
or acquired by the Selling Stockholders pursuant to the Jarden Corporation 2003
Stock Incentive Plan (the "2003 Incentive Plan"), and (ii) 300,000 shares of
Common Stock which may be purchased or acquired by the Selling Stockholders
pursuant to the Jarden Corporation 2003 Employee Stock Purchase Plan (the "2003
Employee Plan", and together with the 2003 Incentive Plan, the "Plans").

     All or a portion of the Shares offered hereby may be offered for sale, from
time to time, on The New York Stock Exchange, or otherwise, at prices and terms
then obtainable. All brokers' commissions or discounts will be paid by the
Selling Stockholders. However, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), may be sold under Rule 144 rather than pursuant
to this Prospectus. See "Plan of Distribution." We will receive none of the
proceeds of this offering, although we will receive or have received cash upon
the sale of stock to the Selling Stockholders under the Plans. See "Use of
Proceeds." All expenses incurred in connection with the preparation and filing
of this Prospectus and the related Registration Statement are being borne by us.
See "Expenses."

     SEE "RISK FACTORS" ON PAGE 6 HEREOF FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.

     Our common stock is listed on The New York Stock Exchange. On May 6, 2003,
the closing price of our common stock was $29.57 per share.

                            ------------------------

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                            ------------------------

                   The date of this Prospectus is May 8, 2003.

<PAGE>


                              AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith we are
required to file periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by us can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, as well as the Regional Offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials can be obtained from the Public
Reference Section of the Commission at its principal office at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549 at the prescribed rates. The Commission
also maintains a site on the World Wide Web that contains reports, proxy and
information statements and other information regarding registrants that file
electronically. The address of such site is http://www.sec.gov. The telephone
number of the Commission is 800-SEC-0330. In addition, similar information can
be inspected at the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

     This Prospectus omits certain of the information contained in the
Registration Statement of which this Prospectus is a part (the "Registration
Statement"), covering the Common Stock, which pursuant to the Securities Act is
on file with the Commission. For further information with respect to us and our
common stock, reference is made to the Registration Statement including the
exhibits incorporated therein by reference or filed therewith. Statements herein
contained concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit or incorporated by reference to the Registration Statement. The
Registration Statement and the Exhibits may be inspected without charge at the
offices of the Commission or copies thereof obtained at prescribed rates from
the public reference section of the Commission at the addresses set forth above.

     You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. This prospectus is an offer to sell, or a
solicitation of offers to buy, shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of common stock.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents heretofore filed by us with the Commission pursuant
to the Exchange Act, are hereby incorporated by reference in this Registration
Statement, except as superseded or modified herein:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2002, filed pursuant to the Securities Exchange Act of
          1934 (the "Exchange Act");

     (b)  The Company's Current Report on Form 8-K, Date of Event - April 24,
          2002, filed on May 9, 2002 pursuant to the Exchange Act;

     (c)  The Company's Current Report on Form 8-K, Date of Event - January 7,
          2003, filed on January 10, 2003 pursuant to the Exchange Act;

     (d)  The Company's Current Report on Form 8-K, Date of Event - February 7,
          2003, filed on February 14, 2003 pursuant to the Exchange Act;

                                       2
<PAGE>


     (e)  The Company's Current Report on Form 8-K/A, Date of Event - February
          7, 2003, filed on March 7, 2003 pursuant to the Exchange Act;

     (f)  The Company's Current Report on Form 8-K, Date of Event - April 28,
          2003, filed on April 28, 2003 pursuant to the Exchange Act;

     (g)  The Company's Current Report on Form 8-K, Date of Event - May 1, 2003,
          filed on May 7, 2003 pursuant to the Exchange Act;

     (h)  The Company's definitive Proxy Statement on Schedule 14A filed on
          March 28, 2003; and

     (i)  The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A, filed with the
          Commission on May 1, 2002 by the Company to register such securities
          under the Exchange Act, including all amendments and reports filed for
          the purpose of updating that description.

     All of such documents are on file with the Commission. In addition, all
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

     We hereby undertake to provide without charge to each person, including any
beneficial owner of the Common Stock, to whom this Prospectus is delivered, on
written or oral request of any such person, a copy of any or all of the
foregoing documents incorporated herein by reference (other than exhibits to
such documents). Written or oral requests for such copies should be directed to
our corporate secretary, c/o Jarden Corporation, 555 Theodore Fremd Avenue, Rye,
New York 10580.



                                       3
<PAGE>

                                   THE COMPANY

COMPANY OVERVIEW

     Jarden Corporation was reincorporated in the State of Delaware in December
2001, having been originally incorporated in the State of Indiana in 1991. We
are a leading provider of niche, branded consumer products used in and around
the home, under leading brand names including Ball(R), Bernardin(R), Diamond(R),
FoodSaver(R), Forster(R) and Kerr(R). In North America, we are the market leader
in several targeted categories, including home canning, branded retail plastic
cutlery, kitchen matches, toothpicks and home vacuum packaging. Many of our
products are affordable, consumable and fundamental household staples, resulting
in recurring revenues. Our highly recognized brands, innovative products and
multi-channel distribution strategy have resulted in significant growth in
revenue and earnings.

     We operate four business segments, which are branded consumables, home
vacuum packaging, and plastic consumables, which collectively comprise our
consumer products segments, and other. We derive approximately 90% of our sales
from our consumer products segments.

BRANDED CONSUMABLES

     We manufacture, market and distribute a broad line of branded products that
includes home canning jars, jar closures, plastic cutlery, kitchen matches,
toothpicks, food preparation kits, craft items and other accessories marketed
under the well-known Ball(R), Bernardin(R), Diamond(R), Forster(R), Fruit
Fresh(R) and Kerr(R), brand names. We distribute our branded consumable products
through approximately 2,600 grocery, mass merchant, hardware and specialty
retail customers and deliver these products to over 11,000 "ship to" locations.

HOME VACUUM PACKAGING

     We source, market and distribute an array of home vacuum packaging machines
under the market leading FoodSaver(R) brand name. We believe that the
FoodSaver(R) vacuum packaging system is superior to more conventional means of
food packaging, including freezer and storage bags and plastic containers, in
preventing dehydration, rancidity, mold, freezer burn and hardening of food. The
original FoodSaver(R) product was successfully launched through infomercials and
has since expanded its distribution channels to be based primarily on retail
customers. In addition to machines, we market and distribute an expanding line
of proprietary bags and bag rolls for use with FoodSaver(R) machines which
represent a recurring revenue source, along with accessories including
canisters, jar sealers, and wine stoppers.

PLASTIC CONSUMABLES

     We manufacture, market and distribute a wide variety of plastic products
including closures, contact lens packaging, plastic cutlery, refrigerator door
liners, sport shooting ammunition components, surgical devices and syringes for
industrial and manufacturing customers. Many of these products are consumable in
nature or represent components of consumer products.

OTHER

     We manufacture a variety of other products, which use zinc ingot as a raw
material. Our other business consists primarily of our zinc strip business,
which is the largest producer of zinc strip and fabricated products in the
United States. We are the sole source supplier of copper plated zinc penny
blanks to both the United States Mint and the Royal Canadian Mint and are
currently exploring


                                       4
<PAGE>

opportunities with several other countries. In addition, we manufacture a line
of industrial zinc items used in the plumbing, automotive, electrical component
and European architectural markets, and the Lifejacket(R) anti-corrosion system.
Our anti-corrosion zinc Lifejacket(R) is gaining recognition as a cost-effective
solution to arrest the corrosion of the reinforcement steel within poured
concrete structures.

                                      * * *

     Our principal executive offices are located at 555 Theodore Fremd Avenue,
Rye, New York 10580. We make available free of charge through our web site,
www.jarden.com, our annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and all amendments to those reports, and the proxy
statement for our annual meeting of stockholders, as soon as reasonably
practicable after such material is electronically filed with or furnished to the
Securities and Exchange Commission.





                                       5
<PAGE>

                                  RISK FACTORS

     Prospective purchasers of the Common Stock should consider carefully the
following risk factors relating to the business of the Company, together with
the information and financial data set forth elsewhere in this Prospectus or
incorporated herein by reference, prior to making an investment decision. This
Prospectus contains forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. Such statements are
indicated by words or phrases such as "anticipate," "estimate," "expect,"
"plan," "intend," "project," " believe," and similar words or phrases. Such
statements are based on current expectations and are subject to risks,
uncertainties and assumptions. Certain of these risks are described below.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.

                          RISKS RELATING TO THE COMPANY

OUR SIGNIFICANT INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH, AND
PREVENT US FROM FULFILLING OUR OBLIGATIONS UNDER OUR DEBT.

     We have a significant amount of indebtedness. Our significant indebtedness
could:

     o   make it more difficult for us to satisfy our obligations with respect
         to the debt securities;

     o   increase our vulnerability to general adverse economic and industry
         conditions;

     o   require us to dedicate a substantial portion of our cash flow from
         operations to payments on our indebtedness, thereby reducing the
         availability of our cash flow to fund working capital, capital
         expenditures, acquisitions and investments and other general corporate
         purposes;

     o   limit our flexibility in planning for, or reacting to, changes in our
         business and the markets in which we operate;

     o   place us at a competitive disadvantage compared to our competitors that
         have less debt; and

     o   limit, among other things, our ability to borrow additional funds.

WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH TO SERVICE OUR INDEBTEDNESS. OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

     Our ability to make payments on and to refinance our indebtedness,
including our 9 3/4% senior subordinated notes due 2012, and amounts borrowed
under our senior credit facility, and to fund planned capital expenditures,
expansion efforts and strategic acquisitions we may make in the future, if any,
will depend on our success in generating cash in the future. This, to a certain
extent, is subject to general economic, financial, competitive and other factors
that are beyond our control.

     Based on our current level of operations, we believe our cash flow from
operations, together with available cash and available borrowings under our
senior credit facility, will be adequate to meet future liquidity needs for at
least the next twelve months. However, we cannot assure you that our business
will generate sufficient cash flow from operations in the future, that our
currently anticipated growth in revenues and cash flow will be realized on
schedule or that future borrowings will be available to us under the senior
credit facility in an amount sufficient to enable us to service indebtedness or
to fund other liquidity needs. We may need to refinance all or a portion of our
indebtedness, including our 9 3/4%

                                       6
<PAGE>

senior subordinated notes due 2012, and our senior credit facility, on or before
maturity. We cannot assure you that we will be able to do so on commercially
reasonable terms or at all.

REDUCTIONS, CANCELLATIONS, OR DELAYS IN CUSTOMER PURCHASES WOULD ADVERSELY
AFFECT OUR PROFITABILITY.

     Many of our customers generally do not enter into long-term contracts or
commitments with us. As a result, these customers may cancel their orders,
change purchase quantities from forecast volumes, or delay purchases for a
number of reasons beyond our control. Significant or numerous cancellations,
reductions, or delays in purchases by customers could have a material adverse
effect on our business, results of operations and financial condition. In
addition, because many of our costs are fixed, a reduction in customer demand
could have an adverse affect on our gross profit margins and operating income. A
significant reduction in purchases from our largest customers could have a
material adverse effect on our business, results of operations and financial
condition.

OUR PERFORMANCE CAN FLUCTUATE WITH THE FINANCIAL CONDITION OF THE RETAIL
INDUSTRY.

     We sell our consumer products to retailers, including grocery, hardware,
catalog, specialty retail and mass merchants, in the United States and Canada. A
significant deterioration in the financial condition of our major customers
could have a material adverse effect on our sales and profitability. We
continually monitor and evaluate the credit status of our customers and attempt
to adjust sales terms as appropriate. Despite these efforts, a bankruptcy filing
by a key customer could have a material adverse effect on our business, results
of operations and financial condition.

     In addition, as a result of the desire of retailers to more closely manage
inventory levels, there is a growing trend among retailers to make purchases on
a "just-in-time" basis. This requires us to shorten our lead time for production
in certain cases and more closely anticipate demand, which could in the future
require the carrying of additional inventories.

WE MAY BE ADVERSELY AFFECTED BY THE TREND TOWARDS RETAIL TRADE CONSOLIDATION.

     With the growing trend towards retail trade consolidation, we are
increasingly dependent upon key retailers whose bargaining strength is growing.
Our consumer products businesses may be negatively affected by changes in the
policies of our retailer customers, such as inventory destocking, limitations on
access to shelf space, price demands and other conditions.

SALES OF SOME OF OUR PRODUCTS ARE SEASONAL AND WEATHER RELATED.

     Sales of certain of our products, particularly our consumer products, are
seasonal. Sales of our home canning products generally reflect the pattern of
the growing season, and sales of our FoodSaver(R) products generally are
strongest in the fourth quarter preceding the holiday season. Sales of these
products may be negatively impacted by unfavorable weather conditions and other
market trends. Periods of drought, for example, may adversely affect the supply
and price of fruit, vegetables, and other foods available for home canning.
Sales of our consumer products may also be adversely affected by the trend
toward decreasing prices and increasing quality of purchased preserved food
products. Either or both of these factors could have a material adverse effect
on our business, results of operations and financial condition.

                                       7
<PAGE>

COMPETITION IN OUR INDUSTRIES MAY HINDER OUR ABILITY TO EXECUTE OUR BUSINESS
STRATEGY, ACHIEVE PROFITABILITY, OR MAINTAIN RELATIONSHIPS WITH EXISTING
CUSTOMERS.

     We operate in highly competitive industries. We compete against numerous
other domestic and foreign companies, many of which are more established in
their industries and have substantially greater revenue or resources than we do.
We also face competition from the manufacturing operations of our current and
potential customers in our plastic consumables and other businesses. A shift
away from outsourcing on behalf of our current or potential customers could have
a material adverse effect on our business, results of operations and financial
condition. Competition could cause price reductions, reduced profits or losses,
or loss of market share, any of which could have a material adverse effect on
our business.

     To compete effectively in the future in our consumer products businesses,
among other things, we must:

     o   maintain strict quality standards;

     o   develop new products that appeal to consumers; and

     o   deliver products on a reliable basis at competitive prices.

     To compete effectively in the future in our manufacturing businesses, among
other things, we must:

     o   provide technologically advanced manufacturing services;

     o   maintain strict quality standards;

     o   respond flexibly and rapidly to customers' design and schedule changes;
         and

     o   deliver products on a reliable basis at competitive prices.

     Our inability to do any of these things could have a material adverse
effect on our business, results of operations and financial condition.

IF WE FAIL TO DEVELOP NEW OR EXPAND EXISTING CUSTOMER RELATIONSHIPS, OUR ABILITY
TO GROW OUR BUSINESS WILL BE IMPAIRED.

     Our growth depends to a significant degree upon our ability to develop new
customer relationships and to expand existing relationships with current
customers. We cannot guarantee that new customers will be found, that any such
new relationships will be successful when they are in place, or that business
with current customers will increase. Failure to develop and expand such
relationships could have a material adverse effect on our business, results of
operations and financial condition.

OUR OPERATIONS ARE SUBJECT TO A NUMBER OF FEDERAL, STATE AND LOCAL ENVIRONMENTAL
REGULATIONS.

     Our operations are subject to Federal, state and local environmental and
health and safety laws and regulations including those that impose workplace
standards and regulate the discharge of pollutants into the environment and
establish standards for the handling, generation, emission, release, discharge,
treatment, storage and disposal of materials and substances including solid and
hazardous wastes. We believe that we are in material compliance with such laws
and regulations and that the cost of maintaining

                                       8
<PAGE>

compliance will not have a material adverse effect on our business, results of
operations or financial condition. While we do not anticipate having to make,
and historically have not had to make, significant capital expenditures in order
to comply with applicable environmental laws and regulations, due to the nature
of our operations and the frequently changing nature of environmental compliance
standards and technology, we cannot predict with any certainty that future
material capital expenditures will not be required.

WE MAY BE ADVERSELY AFFECTED BY REMEDIATION OBLIGATIONS MANDATED BY APPLICABLE
ENVIRONMENTAL LAWS.

     In addition to operational standards, environmental laws also impose
obligations on various entities to clean up contaminated properties or to pay
for the cost of such remediation, often upon parties that did not actually cause
the contamination. Accordingly, we may become liable, either contractually or by
operation of law, for remediation costs even if the contaminated property is not
presently owned or operated by us, is a landfill or other location where we have
disposed wastes, or if the contamination was caused by third parties during or
prior to our ownership or operation of the property. Given the nature of the
past industrial operations conducted by us and others at these properties, there
can be no assurance that all potential instances of soil or groundwater
contamination have been identified, even for those properties where an
environmental site assessment has been conducted. We do not believe that any of
our existing remediation obligations, including at third-party sites where we
have been named a potentially responsible party, will require material capital
or operating expenditures or will otherwise have a material adverse effect upon
our business, results of operations or financial condition. However, future
events, such as changes in existing laws or policies or their enforcement, or
the discovery of currently unknown contamination, may give rise to additional
remediation liabilities that may be material.

WE DEPEND UPON KEY PERSONNEL.

     We are highly dependent on the continuing efforts of our executive
officers, including Martin E. Franklin, our Chairman and Chief Executive
Officer, and Ian G.H. Ashken, our Vice Chairman and Chief Financial Officer, and
we likely will depend on the senior management of any significant business we
acquire in the future. Our business, results of operations and financial
condition could be materially adversely affected by the loss of any of these
persons and the inability to attract and retain qualified replacements.

WE ENTER INTO CONTRACTS WITH THE UNITED STATES GOVERNMENT AND OTHER GOVERNMENTS.

     We have entered into a contract with the United States government to supply
penny blanks to the United States Mint. We have also entered into a contract
with the Canadian government to supply penny blanks to the Royal Canadian Mint.
These contracts contain termination provisions customary for government
contracts. The United States government and Canadian government retain the right
to terminate these contracts at their convenience. These contracts are also
subject to reduction or modification in the event of changes in government
requirements or budgetary constraints.

     The United States Mint announced in the fourth quarter of 2001 that it was
implementing an inventory reduction program for all coinage. In addition,
several times in recent years, proposed legislation has been introduced which,
if passed, could reduce or eliminate the circulation of the penny. If
production, use or demand for the U.S. penny is reduced, it could have a
material adverse effect on our business, results of operations and financial
condition.

                                       9
<PAGE>

OUR OPERATING RESULTS CAN BE ADVERSELY AFFECTED BY CHANGES IN THE COST OR
AVAILABILITY OF RAW MATERIALS.

     Pricing and availability of raw materials for use in our businesses can be
volatile due to numerous factors beyond our control, including general, domestic
and international economic conditions, labor costs, production levels,
competition, import duties and tariffs and currency exchange rates. This
volatility can significantly affect the availability and cost of raw materials
for us, and may, therefore, have a material adverse effect on our business,
results of operations and financial condition.

     During periods of rising prices of raw materials, there can be no assurance
that we will be able to pass any portion of such increases on to customers.
Conversely, when raw material prices decline, customer demands for lower prices
could result in lower sale prices and, to the extent we have existing inventory,
lower margins. As a result, fluctuations in raw material prices could have a
material adverse effect on our business, results of operations and financial
condition.

     Some of the products we manufacture require particular types of glass,
plastic, metal or other materials. Supply shortages for a particular type of
material can delay production or cause increases in the cost of manufacturing
our products. This could have a material adverse effect on our business, results
of operations and financial condition.

WE MAY EXPERIENCE DIFFICULTY IN INTEGRATING ACQUIRED BUSINESSES, WHICH MAY
INTERRUPT OUR BUSINESS OPERATIONS.

     We intend to grow through the acquisition of additional companies, such as
the recent acquisition of the business assets of Diamond Brands, Incorporated.
We expect to face competition for acquisition candidates, which may limit the
number of opportunities and may lead to higher acquisition prices. There can be
no assurance that we will be able to identify, acquire, or manage profitably
additional businesses or to integrate successfully any acquired businesses into
our existing business without substantial costs, delays or other operational or
financial difficulties. Further, acquisitions involve a number of special risks,
including failure of the acquired business to achieve expected results,
diversion of management's attention, failure to retain key personnel of the
acquired business and risks associated with unanticipated events or liabilities,
some or all of which could have a material adverse effect on our business,
results of operations and financial condition.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BECAUSE OF RISKS WHICH ARE PARTICULAR
TO INTERNATIONAL OPERATIONS.

     International sales (and the international operations of our customers) are
subject to inherent risks which could adversely affect us, including, among
other things:

     o   fluctuations in the value of currencies;

     o   unexpected changes in and the burdens and costs of compliance with a
         variety of foreign laws;

     o   political and economic instability;

     o   increases in duties and taxation; and

     o   reversal of the current policies (including favorable tax and lending
         policies) encouraging foreign investment or foreign trade by our host
         countries.

                                       10
<PAGE>

WE DEPEND ON OUR PATENTS AND PROPRIETARY RIGHTS.

     Our success with our proprietary products depends, in part, on our ability
to protect our current and future technologies and products and to defend our
intellectual property rights. If we fail to adequately protect our intellectual
property rights, competitors may manufacture and market products similar to
ours. We cannot be sure that we will receive patents for any of our patent
applications or that any existing or future patents that we receive or license
will provide competitive advantages for our products. We also cannot be sure
that competitors will not challenge, invalidate or avoid the application of any
existing or future patents that we receive or license. In addition, patent
rights may not prevent our competitors from developing, using or selling
products that are similar or functionally equivalent to our products.
Furthermore, the patents we maintain on the bags used for vacuum sealing expire
in 2005 and the patents we maintain on our home vacuum packaging systems expire
in 2009. We are currently applying for patents on new bags and vacuum packaging
systems that we recently acquired.

THE EMPLOYEES OF CERTAIN OF OUR VENDORS AND TRANSPORTATION SERVICES WE UTILIZE
ARE REPRESENTED BY LABOR UNIONS.

     Strikes, work stoppages and slowdowns by our vendors and transportation
services we utilize may affect our ability to meet our customers' needs, and
customers may do more business with our competitors if they believe that such
actions may adversely affect our ability to provide service. We may face loss of
customers if we are unable to provide uninterrupted provision of our customers'
needs.

CERTAIN OF OUR EMPLOYEES ARE REPRESENTED BY LABOR UNIONS.

     Approximately 400 of our employees are covered by collective bargaining
agreements. One of these agreements expires at our branded consumables facility
(Muncie, Indiana) on October 15, 2006, one at our metals facility (Greeneville,
Tennessee) on October 4, 2003 and two at our kitchen match and toothpick
manufacturing facility (Cloquet, Minnesota) in February 2008. While we have not
experienced a work stoppage, slowdown or strike during the past five years and
management believes that its relationships with our collective bargaining units
are good, no assurance can be made that we will not experience a work stoppage,
slowdown or strike in the future. A work stoppage, slowdown or strike by our
employees, or the employees of our customers, could have a material adverse
effect on our business, results of operations and financial condition.

WE DEPEND ON SUPPLIERS IN ASIA.

     The vast majority of our FoodSaver(R) products are manufactured by third
party suppliers in China and Korea. Any adverse change in, among other things,
any of the following could have a material adverse effect on our business,
results of operations and financial condition:

     o   our relationship with these suppliers;

     o   the financial condition of these suppliers;

     o   our ability to import outsourced products; or

     o   these suppliers' ability to manufacture and deliver outsourced products
         on a timely basis.

     We cannot assure you that we could quickly or effectively replace any of
our suppliers if the need arose, and we cannot assure you that we could retrieve
tooling and molds possessed by any of our suppliers. Our dependence on these few
suppliers could also adversely affect our ability to react quickly

                                       11
<PAGE>

and effectively to changes in the market for our products. In addition,
international manufacturing is subject to significant risks, including, among
other things:

     o   labor unrest;

     o   political instability;

     o   restrictions on transfer of funds;

     o   domestic and international customs and tariffs;

     o   unexpected changes in regulatory environments; and

     o   potentially adverse tax consequences.

Labor in China has historically been readily available at relatively low cost as
compared to labor costs applicable in other nations. China has experienced rapid
social, political and economic change in recent years. We cannot assure you that
labor will continue to be available to us in China at costs consistent with
historical levels. A substantial increase in labor costs in China could have a
material adverse effect on our business, results of operations and financial
condition. Although China currently enjoys "most favored nation" trading status
with the United States, the U.S. government has in the past proposed to revoke
such status and to impose higher tariffs on products imported from China. We
cannot assure you that our business will not be affected by the aforementioned
risks, each of which could have a material adverse effect on our business,
results of operations and financial condition.

WE CANNOT BE CERTAIN THAT OUR PRODUCT INNOVATIONS AND MARKETING SUCCESSES WILL
CONTINUE.

We believe that our future success will depend, in part, upon our ability to
continue to introduce innovative designs in our existing products and to
develop, manufacture and market new products. We cannot assure you that we will
be successful in the introduction, marketing and manufacturing of any new
products or product innovations, or develop and introduce in a timely manner
innovations to our existing products which satisfy customer needs or achieve
market acceptance. Our failure to develop new products and introduce them
successfully and in a timely manner would harm our ability to grow our business
and could have a material adverse effect on our business, results of operations
and financial condition.

CLAIMS MADE AGAINST US BASED ON PRODUCT LIABILITY COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.

     As a producer and marketer of consumer products, we are subject to the risk
of claims for product liability. We maintain product liability insurance, but
there is a risk that our coverage will not be sufficient to insure against all
claims which may be brought against us, or that we will not be able to maintain
that coverage or obtain additional insurance covering existing or new products.
If a product liability claim exceeding our insurance coverage were to be
successfully asserted against us, it could have a material adverse effect on our
business, results of operations and financial condition.

                                       12
<PAGE>

THE INDENTURES RELATED TO THE DEBT SECURITIES, OUR 9 3/4% SENIOR SUBORDINATED
NOTES DUE 2012, AND OUR SENIOR CREDIT FACILITY CONTAIN VARIOUS COVENANTS WHICH
LIMIT OUR MANAGEMENT'S DISCRETION IN THE OPERATION OF OUR BUSINESS.

     Each of our senior credit facility and the indentures related to our 9 3/4%
senior subordinated notes duE 2012, contain various provisions that limit our
management's discretion by restricting our and our subsidiaries' ability to,
among other things:

o    incur additional indebtedness;

o    pay dividends or distributions on, or redeem or repurchase, capital stock;

o    make investments;

o    engage in transactions with affiliates;

o    incur liens;

o    transfer or sell assets; and

o    consolidate, merge or transfer all or substantially all of our assets.

     In addition, our senior credit facility requires us to meet certain
financial ratios. Any failure to comply with the restrictions of our senior
credit facility or the indentures related to our 9 3/4% senior subordinated
notes due 2012 may result in an event of default. An event of default may allow
the creditors, if the agreements so provide, to accelerate the related debt as
well as any other debt to which a cross-acceleration or cross-default provision
applies. In addition, the lenders may be able to terminate any commitments they
had made to supply us with further funds.

WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE
OF CONTROL OFFER REQUIRED BY THE INDENTURES RELATED TO OUR 9 3/4% SENIOR
SUBORDINATED NOTES DUE 2012.

     Upon the occurrence of certain specific kinds of change of control events,
we will be required to offer to repurchase all outstanding notes under the
indentures related to our 9 3/4% senior subordinated notes due 2012. However, it
iS possible that we will not have sufficient funds at the time of the change of
control to make the required repurchase of these notes. In addition,
restrictions in our senior credit facility prohibit repurchases of the notes
unless a waiver is obtained from the lenders or our senior credit facility is
repaid in full. If we fail to repurchase the notes following a change of
control, we will be in default under the indentures related to the notes, which
will result in a cross-default under our senior credit facility. Any future
debt, including the debt securities, which we incur may also contain
restrictions on repayment of the notes. In addition, certain important corporate
events, such as leveraged recapitalizations, that would increase the level of
our indebtedness would not constitute a change of control under the indentures
related to the notes.

                        RISKS RELATED TO OUR COMMON STOCK

DELAWARE LAW MAY LIMIT POSSIBLE TAKEOVERS.

     Our certificate of incorporation makes us subject to the anti-takeover
provisions of Section 203 of the Delaware General Corporation Law. In general,
Section 203 prohibits publicly-held Delaware corporations to which it applies
from engaging in a "business combination" with an "interested

                                       13
<PAGE>

stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. This provision could discourage
others from bidding for our shares and could, as a result, reduce the likelihood
of an increase in our stock price that would otherwise occur if a bidder sought
to buy our stock.

THE MARKET PRICE FOR OUR COMMON STOCK IS VOLATILE.

     The market price for our common stock may be highly volatile. We believe
that a variety of factors, including announcements by us or our competitors,
quarterly variations in financial results, trading volume, general market trends
and other factors, could use the market price of our common stock to fluctuate
substantially. Additionally, the market in general, and our common stock in
particular, may be subject to increased volatility due to general economic
conditions, the terrorist attacks in New York and Washington, D.C., any war and
any resulting conflicts.

WE MAY ISSUE A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK IN CONNECTION WITH FUTURE
ACQUISITIONS AND THE SALE OF THOSE SHARES COULD ADVERSELY AFFECT OUR STOCK
PRICE.

     As part of our growth strategy, we anticipate issuing additional shares of
our common stock, preferred stock, and warrants. We have filed and may file
other shelf registration statements with the Securities and Exchange Commission
that we may use to sell shares of our common stock preferred stock, and warrants
from time to time in connection with acquisitions. To the extent that we are
able to grow through acquisitions for stock or warrants to purchase our stock,
the number of outstanding shares of stock that will be eligible for sale in the
future is likely to increase substantially. Persons receiving warrants or shares
of our common or preferred stock in connection with these acquisitions may be
more likely to sell large quantities of their warrants and stock which may
influence the price of our common stock. In addition, the potential issuance of
additional shares in connection with anticipated acquisitions could lessen
demand for our common stock and result in a lower price than would otherwise be
obtained.

OUR STOCK PRICE MAY BE ADVERSELY AFFECTED IF OUR STOCKHOLDERS SELL SUBSTANTIAL
AMOUNTS OF OUR COMMON STOCK, OR, IF AND WHEN ISSUED, OUR PREFERRED STOCK OR
WARRANTS CONVERTIBLE INTO OUR COMMON STOCK, IN THE PUBLIC MARKET FOLLOWING THE
OFFERING.

     If our stockholders sell substantial amounts of our common stock, or if and
when issued, our preferred stock or warrants convertible into our common stock,
in the public market following this offering, the market price of our common
stock could fall. These sales might make it more difficult for us to sell equity
or equity-related securities in the future at a time and price that we deem
appropriate and may require us to issue greater amounts of our common stock to
finance such acquisition. Additional shares sold in this offering or to finance
acquisitions may dilute our earnings per share if the new operations' earnings
are disappointing.

FOR ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH IN THIS PROSPECTUS, THE
SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND
OTHER FACTORS SET FORTH IN THIS PROSPECTUS. THE SECURITIES SHOULD BE PURCHASED
ONLY BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN THE COMPANY.

                                       14
<PAGE>

                           FORWARD-LOOKING STATEMENTS

     Certain statements we make in this prospectus, and other written or oral
statements by us or our authorized officers on our behalf, may constitute
"forward looking statements" within the meaning of the Federal securities laws.
Forward-looking statements include statements concerning our plans, objectives,
goals, strategies, future events, future revenues or performance, capital
expenditures, financing needs, plans or intentions relating to acquisitions, our
competitive strengths and weaknesses, our business strategy and the trends we
anticipate in the industry and economies in which we operate and other
information that is not historical information. Words or phrases such as
"estimates," "expects," "anticipates," "projects," "plans," "intends,"
"believes" and variations of such words or similar expressions are intended to
identify forward-looking statements. All forward-looking statements, including,
without limitation, our examination of historical operating trends, are based
upon our current expectations and various assumptions. Our expectations, beliefs
and projections are expressed in good faith, and we believe there is a
reasonable basis for them, but we cannot assure you that our expectations,
beliefs and projections will be realized.

     Before you invest in our common stock, you should be aware that the
occurrence of the events described in the immediately above section captioned
"Risk Factors" and otherwise discussed elsewhere in this prospectus or in
materials incorporated in this prospectus by reference to our other filings with
the Commission, could have a material adverse affect on our business, financial
condition and results of operation.

     The data included in this prospectus regarding markets and ranking,
including the size of certain markets and our position and the position of our
competitors within these markets, are based on independent industry
publications, reports of government agencies or other published industry sources
or our estimates based on management's knowledge and experience in the markets
in which we operate. Our estimates have been based on information provided by
customers, suppliers, trade and business organizations and other contacts in the
markets in which we operate. We believe these estimates to be accurate as of the
date of this prospectus. However, this information may prove to be inaccurate
because of the method by which we obtained some of the data for our estimates or
because this information cannot always be verified with complete certainty due
to the limits on the availability and reliability of raw data, the voluntary
nature of the data gathering process and other limitations and uncertainties
inherent in a survey of market size. As a result, you should be aware that
market, ranking and other similar data included in this prospectus, and
estimates and beliefs based on that data, may not be reliable.

                                       15
<PAGE>

                              SELLING STOCKHOLDERS

     This prospectus relates to Shares that are being registered for reoffers
and resales by Selling Stockholders who have acquired or may acquire Shares
pursuant to each of the Plans. The Selling Stockholders may resell any or all of
the Shares at any time they choose while this prospectus is effective.

     Executive officers and directors, their family members, trusts for their
benefit, or entities that they own, that acquire Common Stock under the Plans
will be listed by a prospectus supplement filed with the SEC. The number of
Shares to be sold by any Selling Stockholder under this prospectus also may be
increased or decreased by a prospectus supplement. If a person's name is listed
by a prospectus supplement, neither that person nor we are making an admission
that the named person is our "affiliate."






                                       16
<PAGE>

                              PLAN OF DISTRIBUTION

     The Selling Stockholders (or their pledgees, donees, transferees, or other
successors in interest) from time to time may sell all or a portion of the
Shares "at the market" to or through a marketmaker or into an existing trading
market, in private sales, including direct sales to purchasers, or otherwise at
prevailing market prices or at negotiated or fixed prices. By way of example,
and not by way of limitation, the Shares may be sold by one or more of the
following methods: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may purchase and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the seller may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this Prospectus which qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this Prospectus.

     The Selling Stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

     In order to comply with certain state securities law, if applicable, the
Common Stock will not be sold in a particular state unless the Common Stock has
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.

     Each Selling Stockholder will deliver a Prospectus in connection with the
sale of the Shares.

                                       17
<PAGE>

                                    EXPENSES

     All expenses of this Offering, including the expenses of the registration
of the Shares of Common Stock offered hereby, will be borne by us. It is
estimated that the total amount of such expenses will not exceed $40,000.

                                 USE OF PROCEEDS

     The Company will not realize any proceeds from the sale of the Common Stock
which may be sold pursuant to this prospectus for the respective accounts of the
Selling Stockholders. The Company, however, will derive proceeds from the sale
of stock to Selling Stockholders and upon the exercise of the options granted to
Selling Stockholders. All such proceeds will be available to the Company for
working capital and general corporate purposes. No assurances can be given,
however, as to when or if any or all of the Options will be exercised.

                                    LEGALITY

     Certain legal matters in connection with the securities offered hereunder
will be passed upon for the Company by Kane Kessler, P.C., 1350 Avenue of the
Americas, New York, New York 10019.

                                     EXPERTS

     The consolidated financial statements of Jarden Corporation and its
subsidiaries appearing in its Annual Report (Form 10-K) for the year ended
December 31, 2002, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.

     The consolidated financial statements of Tilia International, Inc. and its
subsidiaries incorporated by reference in this prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto. Arthur
Andersen LLP has not consented to the inclusion of their report in this
prospectus, and we have dispensed with the requirement to file their consent in
reliance upon Rule 437a of the Securities Act of 1933. Because Arthur Andersen
LLP has not consented to the inclusion of their report in this prospectus, you
will not be able to recover against Arthur Andersen LLP under Section 11 of the
Securities Act for any untrue statements of a material fact contained in the
financial statements audited by Arthur Andersen LLP or any omissions to state a
material fact required to be stated therein.

     The consolidated financial statements of Diamond Brands, Incorporated and
its subsidiaries appearing in the Company's Current Report on Form 8-K/A filed
on March 7, 2003 for the year ended December 31, 2002, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.



                                       18
<PAGE>

     This Prospectus contains information concerning the Company, but does not
contain all of the information set forth in the Registration Statement and the
Exhibits relating thereto, which the Company has filed with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1933, as
amended, and to which reference is hereby made.

                            -------------------------

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

AVAILABLE INFORMATION.......................................................  2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................  2

THE COMPANY.................................................................  4

RISK FACTORS................................................................  6

SELLING STOCKHOLDERS........................................................ 16

PLAN OF DISTRIBUTION........................................................ 17

EXPENSES.................................................................... 18

USE OF PROCEEDS............................................................. 18

LEGALITY.................................................................... 18

EXPERTS..................................................................... 18

No dealer, salesperson or other person has been authorized to given any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create any implication that there
have been no changes in the affairs of the Company since the date hereof.

                            ------------------------

<PAGE>

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by Jarden Corporation, a Delaware corporation (the
"Company"), are incorporated by reference into the Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2002, filed pursuant to the Securities Exchange Act of
          1934 (the "Exchange Act");

     (b)  The Company's Current Report on Form 8-K, Date of Event - April 24,
          2002, filed on May 9, 2002 pursuant to the Exchange Act;

     (c)  The Company's Current Report on Form 8-K, Date of Event - January 7,
          2003, filed on January 10, 2003 pursuant to the Exchange Act;

     (d)  The Company's Current Report on Form 8-K, Date of Event - February 7,
          2003, filed on February 14, 2003 pursuant to the Exchange Act;

     (e)  The Company's Current Report on Form 8-K/A, Date of Event - February
          7, 2003, filed on March 7, 2003 pursuant to the Exchange Act;

     (f)  The Company's Current Report on Form 8-K, Date of Event - April 28,
          2003, filed on April 28, 2003 pursuant to the Exchange Act;

     (g)  The Company's Current Report on Form 8-K, Date of Event - May 1, 2003,
          filed on May 7, 2003 pursuant to the Exchange Act;

     (h)  The Company's definitive Proxy Statement on Schedule 14A filed on
          March 28, 2003; and

     (i)  The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A, filed with the
          Commission on May 1, 2002 by the Company to register such securities
          under the Exchange Act, including all amendments and reports filed for
          the purpose of updating that description.

     In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

                                      II-1
<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") makes provision for the indemnification of officers and directors of
corporations in terms sufficiently broad to indemnify our officers and directors
under certain circumstances from liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.

     As permitted by the DGCL, our Charter provides that, to the fullest extent
permitted by the DGCL, no director shall be liable to the Company or to its
stockholders for monetary damages for breach of his fiduciary duty as a
director. Delaware law does not permit the elimination of liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases or (iv) for any
transaction from which the director derives an improper personal benefit. The
effect of this provision in the Charter is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director thereof (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i)-(iv), inclusive, above. These provisions will not alter the
liability of directors under federal securities laws.

     Our Charter provides that we may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful.

     Our Charter also provides that we may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Company unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

                                      II-2
<PAGE>

     Our Charter also provides that to the extent a director or officer of the
Company has been successful in the defense of any action, suit or proceeding
referred to in the previous paragraphs or in the defense of any claim, issue, or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for in the Charter shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
Company may purchase and maintain insurance on behalf of a director or officer
of the Company against any liability asserted against him or incurred by him in
any such capacity or arising out of his status as such whether or not the
Company would have the power to indemnify him against such liabilities under the
provisions of Section 145 of the DGCL.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Certain restricted securities to be reoffered and resold pursuant to this
Registration Statement were issued under the Plans and in transactions exempt
from registration pursuant to Section 4(2) of the Securities Act.

ITEM 8. EXHIBITS

Exhibit No.     Description of Exhibits
-----------     -----------------------

    4.1         Jarden Corporation 2003 Stock Incentive Plan (filed as Appendix
                B to the Registrant's Proxy Statement dated March 28, 2003,
                filed with the Commission on March 28, 2003)*

    4.2         Jarden Corporation 2003 Employee Stock Purchase Plan (filed as
                Appendix C to the Registrant's Proxy Statement dated March 28,
                2003, filed with the Commission on March 28, 2003)*

    5.1         Opinion of Kane Kessler, P.C. regarding the legality of the
                securities being registered.**

   23.1         Consent of Ernst & Young LLP.**

   23.2         Consent of Ernst & Young LLP.**

   24.1         Power of Attorney (included in the signature pages of this
                registration statement).**

--------------

*    Incorporated by reference.
**   Filed herewith.

ITEM 9. UNDERTAKINGS

     A. The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof)

                                      II-3
<PAGE>

         which, individually or in the aggregate, represent a fundamental change
         in the information set forth in the Registration Statement;

               (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                      II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rye, State of New York, on this 8th day of May, 2003.



                                 JARDEN CORPORATION


                                 By: /s/ Martin E. Franklin
                                    --------------------------------------------
                                    Name:  Martin E. Franklin
                                    Title: Chairman and Chief Executive Officer



                                      II-5
<PAGE>

                                POWER OF ATTORNEY

     Each of the undersigned officers and directors of Jarden Corporation hereby
severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for
the undersigned, in any and all capacities, with full power of substitution, to
sign any and all pre- or post-effective amendments to this Registration
Statement, any subsequent Registration Statement for the same offering which may
be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and any and all pre- or post-effective amendments thereto, and to file the same
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature                    Title                                Date
---------                    -----                                ----

/s/ Martin E. Franklin
-------------------------    Chairman and Chief Executive         May 8, 2003
Martin E. Franklin           Officer (Principal Executive
                             Officer)
/s/ Ian G. H. Ashken
-------------------------    Vice Chairman, Chief Financial       May 8, 2003
Ian G. H. Ashken             Officer and Secretary (Principal
                             Financial Officer and Principal
                             Accounting Officer)
/s/ Rene-Pierre Azria
-------------------------    Director                             April 24, 2003
Rene-Pierre Azria

/s/ Douglas W. Huemme
-------------------------    Director                             April 24, 2003
Douglas W. Huemme

/s/ Richard Molen
-------------------------    Director                             April 24, 2003
Richard Molen

/s/ Lynda W. Popwell
-------------------------    Director                             April 24, 2003
Lynda W. Popwell

/s/ Irwin D. Simon
-------------------------    Director                             April 24, 2003
Irwin D. Simon

/s/ Robert L. Wood
-------------------------    Director                             April 24, 2003
Robert L. Wood


                                      II-6
<PAGE>

                                  EXHIBIT INDEX

ITEM 8. EXHIBITS

Exhibit No.     Description of Exhibits
-----------     -----------------------

    4.1         Jarden Corporation 2003 Stock Incentive Plan (filed as Appendix
                B to the Registrant's Proxy Statement dated March 28, 2003,
                filed with the Commission on March 28, 2003)*

    4.2         Jarden Corporation 2003 Employee Stock Purchase Plan (filed as
                Appendix C to the Registrant's Proxy Statement dated March 28,
                2003, filed with the Commission on March 28, 2003)*

    5.1         Opinion of Kane Kessler, P.C. regarding the legality of the
                securities being registered.**

   23.1         Consent of Ernst & Young LLP.**

   23.2         Consent of Ernst & Young LLP.**

   24.1         Power of Attorney (included in the signature pages of this
                registration statement).**

--------------

*    Incorporated by reference.
**   Filed herewith.
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As filed with the Securities and Exchange Commission on May 8, 2003
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               JARDEN CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                           35-1828377
 (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                               Jarden Corporation
                            555 Theodore Fremd Avenue
                               Rye, New York 10580
                                 (914) 967-9400

          (Address, including zip code, and telephone number, including
                   area code, of principal executive offices)

                     ---------------------------------------

                  JARDEN CORPORATION 2003 STOCK INCENTIVE PLAN
              JARDEN CORPORATION 2003 EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the plan)
                     ---------------------------------------

                               Martin E. Franklin
                      Chairman and Chief Executive Officer
                               Jarden Corporation
                            555 Theodore Fremd Avenue
                               Rye, New York 10580
                                 (914) 967-9400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                               Kane Kessler, P.C.
                           1350 Avenue of the Americas
                             New York, NY 10019-4896
                                 (212) 541-6222
                         Attn: Robert L. Lawrence, Esq.
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
 Title of securities to        Amount to be          Proposed maximum        Proposed maximum          Amount of
     be registered            registered (1)        offering price per      aggregate offering      registration fee
                                                         share (2)               price (2)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par
value per share                 2,300,000                 $29.34                $67,482,000              $5,460
=======================================================================================================================
(1)      This Registration Statement covers 2,000,000 shares of common stock
         (the "Common Stock"), $0.01 par value per share, of Jarden Corporation
         issuable pursuant to the Jarden Corporation 2003 Stock Incentive Plan
         (the "2003 Incentive Plan") and 300,000 shares of Common Stock issuable
         pursuant to the Jarden Corporation 2003 Employee Stock Purchase Plan
         (the "2003 Employee Plan") (the 2003 Incentive Plan and 2003 Employee
         Plan are collectively referred to herein as the "Plans"). In addition,
         pursuant to Rule 416(c) under the Securities Act of 1933, as amended
         (the "Securities Act") this Registration Statement covers an
         indeterminable number of additional shares of Common Stock as may
         hereafter be offered or issued pursuant to the Plans, to prevent
         dilution resulting from stock splits, stock dividends or similar
         transactions effected without receipt of consideration.

(2)      Estimated solely for the purpose of calculating the registration fee.
         Pursuant to Rule 457(c) and 457(h), the proposed maximum offering price
         per share is based upon a price of $29.34 (the average of the high and
         low price of the Registrant's Common Stock as reported on The New York
         Stock Exchange on May 6, 2003).
EXPLANATORY NOTE
                                ----------------

     The 2,300,000 shares of common stock, $0.01 par value per share (the
"Common Stock") of Jarden Corporation, a Delaware corporation (the "Company"),
being registered pursuant to this Form S-8 are comprised of (i) 2,000,000 shares
of the Common Stock issued or issuable to participants under the Jarden
Corporation 2003 Stock Incentive Plan (the "2003 Incentive Plan") and (ii)
300,000 shares of Common Stock issued or issuable to participants under the
Jarden Corporation 2003 Employee Stock Purchase Plan (the "2003 Employee Plan"
and together with the 2003 Incentive Plan, the "Plans").

     This Registration Statement contains two parts. The first part contains a
prospectus pursuant to Form S-3 (in accordance with Section C of the General
Instructions to the Form S-8) which covers reoffers and resales of "restricted
securities" and/or "control securities" (as such terms are defined in Section C
of the General Instructions to Form S-8) of Jarden Corporation. This Reoffer
prospectus relates to (i) up to 2,000,000 shares of common stock that may be
issued to certain officers and directors of the Company pursuant to the 2003
Incentive Plan, and (ii) 300,000 shares of common stock that may be issued to
certain employees of the Company pursuant to the 2003 Employee Plan. The second
part of this Registration Statement contains Information Required in the
Registration Statement pursuant to Part II of Form S-8. The Form S-8 portion of
this Registration Statement will be used for offers of shares of Common Stock of
Jarden Corporation pursuant to each of the Plans. The Plan Information specified
by Part I of Form S-8 is not being filed with the Securities and Exchange
Commission but will be delivered to all participants in the Plans pursuant to
Securities Act Rule 428(b)(1).
REOFFER PROSPECTUS
                               JARDEN CORPORATION
                        2,300,000 SHARES OF COMMON STOCK
                           (PAR VALUE $0.01 PER SHARE)

     This Prospectus may be used by certain persons (the "Selling Stockholders")
who may be deemed to be affiliates of Jarden Corporation, a Delaware corporation
(the "Company" or the "Registrant"), to sell a maximum of 2,300,000 shares (the
"Shares") of our common stock, $0.01 par value per share (the "Common Stock"),
comprised of up to (i) 2,000,000 shares of Common Stock which may be purchased
or acquired by the Selling Stockholders pursuant to the Jarden Corporation 2003
Stock Incentive Plan (the "2003 Incentive Plan"), and (ii) 300,000 shares of
Common Stock which may be purchased or acquired by the Selling Stockholders
pursuant to the Jarden Corporation 2003 Employee Stock Purchase Plan (the "2003
Employee Plan", and together with the 2003 Incentive Plan, the "Plans").

     All or a portion of the Shares offered hereby may be offered for sale, from
time to time, on The New York Stock Exchange, or otherwise, at prices and terms
then obtainable. All brokers' commissions or discounts will be paid by the
Selling Stockholders. However, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933, as
amended (the "Securities Act"), may be sold under Rule 144 rather than pursuant
to this Prospectus. See "Plan of Distribution." We will receive none of the
proceeds of this offering, although we will receive or have received cash upon
the sale of stock to the Selling Stockholders under the Plans. See "Use of
Proceeds." All expenses incurred in connection with the preparation and filing
of this Prospectus and the related Registration Statement are being borne by us.
See "Expenses."

     SEE "RISK FACTORS" ON PAGE 6 HEREOF FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.

     Our common stock is listed on The New York Stock Exchange. On May 6, 2003,
the closing price of our common stock was $29.57 per share.

                            ------------------------

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                            ------------------------

                   The date of this Prospectus is May 8, 2003.
AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith we are
required to file periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by us can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, as well as the Regional Offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials can be obtained from the Public
Reference Section of the Commission at its principal office at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549 at the prescribed rates. The Commission
also maintains a site on the World Wide Web that contains reports, proxy and
information statements and other information regarding registrants that file
electronically. The address of such site is http://www.sec.gov. The telephone
number of the Commission is 800-SEC-0330. In addition, similar information can
be inspected at the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

     This Prospectus omits certain of the information contained in the
Registration Statement of which this Prospectus is a part (the "Registration
Statement"), covering the Common Stock, which pursuant to the Securities Act is
on file with the Commission. For further information with respect to us and our
common stock, reference is made to the Registration Statement including the
exhibits incorporated therein by reference or filed therewith. Statements herein
contained concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit or incorporated by reference to the Registration Statement. The
Registration Statement and the Exhibits may be inspected without charge at the
offices of the Commission or copies thereof obtained at prescribed rates from
the public reference section of the Commission at the addresses set forth above.

     You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. This prospectus is an offer to sell, or a
solicitation of offers to buy, shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of common stock.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents heretofore filed by us with the Commission pursuant
to the Exchange Act, are hereby incorporated by reference in this Registration
Statement, except as superseded or modified herein:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2002, filed pursuant to the Securities Exchange Act of
          1934 (the "Exchange Act");

     (b)  The Company's Current Report on Form 8-K, Date of Event - April 24,
          2002, filed on May 9, 2002 pursuant to the Exchange Act;

     (c)  The Company's Current Report on Form 8-K, Date of Event - January 7,
          2003, filed on January 10, 2003 pursuant to the Exchange Act;

     (d)  The Company's Current Report on Form 8-K, Date of Event - February 7,
          2003, filed on February 14, 2003 pursuant to the Exchange Act;

                                       2
(e)  The Company's Current Report on Form 8-K/A, Date of Event - February
          7, 2003, filed on March 7, 2003 pursuant to the Exchange Act;

     (f)  The Company's Current Report on Form 8-K, Date of Event - April 28,
          2003, filed on April 28, 2003 pursuant to the Exchange Act;

     (g)  The Company's Current Report on Form 8-K, Date of Event - May 1, 2003,
          filed on May 7, 2003 pursuant to the Exchange Act;

     (h)  The Company's definitive Proxy Statement on Schedule 14A filed on
          March 28, 2003; and

     (i)  The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A, filed with the
          Commission on May 1, 2002 by the Company to register such securities
          under the Exchange Act, including all amendments and reports filed for
          the purpose of updating that description.

     All of such documents are on file with the Commission. In addition, all
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

     We hereby undertake to provide without charge to each person, including any
beneficial owner of the Common Stock, to whom this Prospectus is delivered, on
written or oral request of any such person, a copy of any or all of the
foregoing documents incorporated herein by reference (other than exhibits to
such documents). Written or oral requests for such copies should be directed to
our corporate secretary, c/o Jarden Corporation, 555 Theodore Fremd Avenue, Rye,
New York 10580.

                                       3
THE COMPANY

COMPANY OVERVIEW

     Jarden Corporation was reincorporated in the State of Delaware in December
2001, having been originally incorporated in the State of Indiana in 1991. We
are a leading provider of niche, branded consumer products used in and around
the home, under leading brand names including Ball(R), Bernardin(R), Diamond(R),
FoodSaver(R), Forster(R) and Kerr(R). In North America, we are the market leader
in several targeted categories, including home canning, branded retail plastic
cutlery, kitchen matches, toothpicks and home vacuum packaging. Many of our
products are affordable, consumable and fundamental household staples, resulting
in recurring revenues. Our highly recognized brands, innovative products and
multi-channel distribution strategy have resulted in significant growth in
revenue and earnings.

     We operate four business segments, which are branded consumables, home
vacuum packaging, and plastic consumables, which collectively comprise our
consumer products segments, and other. We derive approximately 90% of our sales
from our consumer products segments.

BRANDED CONSUMABLES

     We manufacture, market and distribute a broad line of branded products that
includes home canning jars, jar closures, plastic cutlery, kitchen matches,
toothpicks, food preparation kits, craft items and other accessories marketed
under the well-known Ball(R), Bernardin(R), Diamond(R), Forster(R), Fruit
Fresh(R) and Kerr(R), brand names. We distribute our branded consumable products
through approximately 2,600 grocery, mass merchant, hardware and specialty
retail customers and deliver these products to over 11,000 "ship to" locations.

HOME VACUUM PACKAGING

     We source, market and distribute an array of home vacuum packaging machines
under the market leading FoodSaver(R) brand name. We believe that the
FoodSaver(R) vacuum packaging system is superior to more conventional means of
food packaging, including freezer and storage bags and plastic containers, in
preventing dehydration, rancidity, mold, freezer burn and hardening of food. The
original FoodSaver(R) product was successfully launched through infomercials and
has since expanded its distribution channels to be based primarily on retail
customers. In addition to machines, we market and distribute an expanding line
of proprietary bags and bag rolls for use with FoodSaver(R) machines which
represent a recurring revenue source, along with accessories including
canisters, jar sealers, and wine stoppers.

PLASTIC CONSUMABLES

     We manufacture, market and distribute a wide variety of plastic products
including closures, contact lens packaging, plastic cutlery, refrigerator door
liners, sport shooting ammunition components, surgical devices and syringes for
industrial and manufacturing customers. Many of these products are consumable in
nature or represent components of consumer products.

OTHER

     We manufacture a variety of other products, which use zinc ingot as a raw
material. Our other business consists primarily of our zinc strip business,
which is the largest producer of zinc strip and fabricated products in the
United States. We are the sole source supplier of copper plated zinc penny
blanks to both the United States Mint and the Royal Canadian Mint and are
currently exploring

                                       4
opportunities with several other countries. In addition, we manufacture a line
of industrial zinc items used in the plumbing, automotive, electrical component
and European architectural markets, and the Lifejacket(R) anti-corrosion system.
Our anti-corrosion zinc Lifejacket(R) is gaining recognition as a cost-effective
solution to arrest the corrosion of the reinforcement steel within poured
concrete structures.

                                      * * *

     Our principal executive offices are located at 555 Theodore Fremd Avenue,
Rye, New York 10580. We make available free of charge through our web site,
www.jarden.com, our annual report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and all amendments to those reports, and the proxy
statement for our annual meeting of stockholders, as soon as reasonably
practicable after such material is electronically filed with or furnished to the
Securities and Exchange Commission.

                                       5
RISK FACTORS

     Prospective purchasers of the Common Stock should consider carefully the
following risk factors relating to the business of the Company, together with
the information and financial data set forth elsewhere in this Prospectus or
incorporated herein by reference, prior to making an investment decision. This
Prospectus contains forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. Such statements are
indicated by words or phrases such as "anticipate," "estimate," "expect,"
"plan," "intend," "project," " believe," and similar words or phrases. Such
statements are based on current expectations and are subject to risks,
uncertainties and assumptions. Certain of these risks are described below.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.

                          RISKS RELATING TO THE COMPANY

OUR SIGNIFICANT INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH, AND
PREVENT US FROM FULFILLING OUR OBLIGATIONS UNDER OUR DEBT.

     We have a significant amount of indebtedness. Our significant indebtedness
could:

     o   make it more difficult for us to satisfy our obligations with respect
         to the debt securities;

     o   increase our vulnerability to general adverse economic and industry
         conditions;

     o   require us to dedicate a substantial portion of our cash flow from
         operations to payments on our indebtedness, thereby reducing the
         availability of our cash flow to fund working capital, capital
         expenditures, acquisitions and investments and other general corporate
         purposes;

     o   limit our flexibility in planning for, or reacting to, changes in our
         business and the markets in which we operate;

     o   place us at a competitive disadvantage compared to our competitors that
         have less debt; and

     o   limit, among other things, our ability to borrow additional funds.

WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH TO SERVICE OUR INDEBTEDNESS. OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

     Our ability to make payments on and to refinance our indebtedness,
including our 9 3/4% senior subordinated notes due 2012, and amounts borrowed
under our senior credit facility, and to fund planned capital expenditures,
expansion efforts and strategic acquisitions we may make in the future, if any,
will depend on our success in generating cash in the future. This, to a certain
extent, is subject to general economic, financial, competitive and other factors
that are beyond our control.

     Based on our current level of operations, we believe our cash flow from
operations, together with available cash and available borrowings under our
senior credit facility, will be adequate to meet future liquidity needs for at
least the next twelve months. However, we cannot assure you that our business
will generate sufficient cash flow from operations in the future, that our
currently anticipated growth in revenues and cash flow will be realized on
schedule or that future borrowings will be available to us under the senior
credit facility in an amount sufficient to enable us to service indebtedness or
to fund other liquidity needs. We may need to refinance all or a portion of our
indebtedness, including our 9 3/4%

                                       6
senior subordinated notes due 2012, and our senior credit facility, on or before
maturity. We cannot assure you that we will be able to do so on commercially
reasonable terms or at all.

REDUCTIONS, CANCELLATIONS, OR DELAYS IN CUSTOMER PURCHASES WOULD ADVERSELY
AFFECT OUR PROFITABILITY.

     Many of our customers generally do not enter into long-term contracts or
commitments with us. As a result, these customers may cancel their orders,
change purchase quantities from forecast volumes, or delay purchases for a
number of reasons beyond our control. Significant or numerous cancellations,
reductions, or delays in purchases by customers could have a material adverse
effect on our business, results of operations and financial condition. In
addition, because many of our costs are fixed, a reduction in customer demand
could have an adverse affect on our gross profit margins and operating income. A
significant reduction in purchases from our largest customers could have a
material adverse effect on our business, results of operations and financial
condition.

OUR PERFORMANCE CAN FLUCTUATE WITH THE FINANCIAL CONDITION OF THE RETAIL
INDUSTRY.

     We sell our consumer products to retailers, including grocery, hardware,
catalog, specialty retail and mass merchants, in the United States and Canada. A
significant deterioration in the financial condition of our major customers
could have a material adverse effect on our sales and profitability. We
continually monitor and evaluate the credit status of our customers and attempt
to adjust sales terms as appropriate. Despite these efforts, a bankruptcy filing
by a key customer could have a material adverse effect on our business, results
of operations and financial condition.

     In addition, as a result of the desire of retailers to more closely manage
inventory levels, there is a growing trend among retailers to make purchases on
a "just-in-time" basis. This requires us to shorten our lead time for production
in certain cases and more closely anticipate demand, which could in the future
require the carrying of additional inventories.

WE MAY BE ADVERSELY AFFECTED BY THE TREND TOWARDS RETAIL TRADE CONSOLIDATION.

     With the growing trend towards retail trade consolidation, we are
increasingly dependent upon key retailers whose bargaining strength is growing.
Our consumer products businesses may be negatively affected by changes in the
policies of our retailer customers, such as inventory destocking, limitations on
access to shelf space, price demands and other conditions.

SALES OF SOME OF OUR PRODUCTS ARE SEASONAL AND WEATHER RELATED.

     Sales of certain of our products, particularly our consumer products, are
seasonal. Sales of our home canning products generally reflect the pattern of
the growing season, and sales of our FoodSaver(R) products generally are
strongest in the fourth quarter preceding the holiday season. Sales of these
products may be negatively impacted by unfavorable weather conditions and other
market trends. Periods of drought, for example, may adversely affect the supply
and price of fruit, vegetables, and other foods available for home canning.
Sales of our consumer products may also be adversely affected by the trend
toward decreasing prices and increasing quality of purchased preserved food
products. Either or both of these factors could have a material adverse effect
on our business, results of operations and financial condition.

                                       7
COMPETITION IN OUR INDUSTRIES MAY HINDER OUR ABILITY TO EXECUTE OUR BUSINESS
STRATEGY, ACHIEVE PROFITABILITY, OR MAINTAIN RELATIONSHIPS WITH EXISTING
CUSTOMERS.

     We operate in highly competitive industries. We compete against numerous
other domestic and foreign companies, many of which are more established in
their industries and have substantially greater revenue or resources than we do.
We also face competition from the manufacturing operations of our current and
potential customers in our plastic consumables and other businesses. A shift
away from outsourcing on behalf of our current or potential customers could have
a material adverse effect on our business, results of operations and financial
condition. Competition could cause price reductions, reduced profits or losses,
or loss of market share, any of which could have a material adverse effect on
our business.

     To compete effectively in the future in our consumer products businesses,
among other things, we must:

     o   maintain strict quality standards;

     o   develop new products that appeal to consumers; and

     o   deliver products on a reliable basis at competitive prices.

     To compete effectively in the future in our manufacturing businesses, among
other things, we must:

     o   provide technologically advanced manufacturing services;

     o   maintain strict quality standards;

     o   respond flexibly and rapidly to customers' design and schedule changes;
         and

     o   deliver products on a reliable basis at competitive prices.

     Our inability to do any of these things could have a material adverse
effect on our business, results of operations and financial condition.

IF WE FAIL TO DEVELOP NEW OR EXPAND EXISTING CUSTOMER RELATIONSHIPS, OUR ABILITY
TO GROW OUR BUSINESS WILL BE IMPAIRED.

     Our growth depends to a significant degree upon our ability to develop new
customer relationships and to expand existing relationships with current
customers. We cannot guarantee that new customers will be found, that any such
new relationships will be successful when they are in place, or that business
with current customers will increase. Failure to develop and expand such
relationships could have a material adverse effect on our business, results of
operations and financial condition.

OUR OPERATIONS ARE SUBJECT TO A NUMBER OF FEDERAL, STATE AND LOCAL ENVIRONMENTAL
REGULATIONS.

     Our operations are subject to Federal, state and local environmental and
health and safety laws and regulations including those that impose workplace
standards and regulate the discharge of pollutants into the environment and
establish standards for the handling, generation, emission, release, discharge,
treatment, storage and disposal of materials and substances including solid and
hazardous wastes. We believe that we are in material compliance with such laws
and regulations and that the cost of maintaining

                                       8
compliance will not have a material adverse effect on our business, results of
operations or financial condition. While we do not anticipate having to make,
and historically have not had to make, significant capital expenditures in order
to comply with applicable environmental laws and regulations, due to the nature
of our operations and the frequently changing nature of environmental compliance
standards and technology, we cannot predict with any certainty that future
material capital expenditures will not be required.

WE MAY BE ADVERSELY AFFECTED BY REMEDIATION OBLIGATIONS MANDATED BY APPLICABLE
ENVIRONMENTAL LAWS.

     In addition to operational standards, environmental laws also impose
obligations on various entities to clean up contaminated properties or to pay
for the cost of such remediation, often upon parties that did not actually cause
the contamination. Accordingly, we may become liable, either contractually or by
operation of law, for remediation costs even if the contaminated property is not
presently owned or operated by us, is a landfill or other location where we have
disposed wastes, or if the contamination was caused by third parties during or
prior to our ownership or operation of the property. Given the nature of the
past industrial operations conducted by us and others at these properties, there
can be no assurance that all potential instances of soil or groundwater
contamination have been identified, even for those properties where an
environmental site assessment has been conducted. We do not believe that any of
our existing remediation obligations, including at third-party sites where we
have been named a potentially responsible party, will require material capital
or operating expenditures or will otherwise have a material adverse effect upon
our business, results of operations or financial condition. However, future
events, such as changes in existing laws or policies or their enforcement, or
the discovery of currently unknown contamination, may give rise to additional
remediation liabilities that may be material.

WE DEPEND UPON KEY PERSONNEL.

     We are highly dependent on the continuing efforts of our executive
officers, including Martin E. Franklin, our Chairman and Chief Executive
Officer, and Ian G.H. Ashken, our Vice Chairman and Chief Financial Officer, and
we likely will depend on the senior management of any significant business we
acquire in the future. Our business, results of operations and financial
condition could be materially adversely affected by the loss of any of these
persons and the inability to attract and retain qualified replacements.

WE ENTER INTO CONTRACTS WITH THE UNITED STATES GOVERNMENT AND OTHER GOVERNMENTS.

     We have entered into a contract with the United States government to supply
penny blanks to the United States Mint. We have also entered into a contract
with the Canadian government to supply penny blanks to the Royal Canadian Mint.
These contracts contain termination provisions customary for government
contracts. The United States government and Canadian government retain the right
to terminate these contracts at their convenience. These contracts are also
subject to reduction or modification in the event of changes in government
requirements or budgetary constraints.

     The United States Mint announced in the fourth quarter of 2001 that it was
implementing an inventory reduction program for all coinage. In addition,
several times in recent years, proposed legislation has been introduced which,
if passed, could reduce or eliminate the circulation of the penny. If
production, use or demand for the U.S. penny is reduced, it could have a
material adverse effect on our business, results of operations and financial
condition.

                                       9
OUR OPERATING RESULTS CAN BE ADVERSELY AFFECTED BY CHANGES IN THE COST OR
AVAILABILITY OF RAW MATERIALS.

     Pricing and availability of raw materials for use in our businesses can be
volatile due to numerous factors beyond our control, including general, domestic
and international economic conditions, labor costs, production levels,
competition, import duties and tariffs and currency exchange rates. This
volatility can significantly affect the availability and cost of raw materials
for us, and may, therefore, have a material adverse effect on our business,
results of operations and financial condition.

     During periods of rising prices of raw materials, there can be no assurance
that we will be able to pass any portion of such increases on to customers.
Conversely, when raw material prices decline, customer demands for lower prices
could result in lower sale prices and, to the extent we have existing inventory,
lower margins. As a result, fluctuations in raw material prices could have a
material adverse effect on our business, results of operations and financial
condition.

     Some of the products we manufacture require particular types of glass,
plastic, metal or other materials. Supply shortages for a particular type of
material can delay production or cause increases in the cost of manufacturing
our products. This could have a material adverse effect on our business, results
of operations and financial condition.

WE MAY EXPERIENCE DIFFICULTY IN INTEGRATING ACQUIRED BUSINESSES, WHICH MAY
INTERRUPT OUR BUSINESS OPERATIONS.

     We intend to grow through the acquisition of additional companies, such as
the recent acquisition of the business assets of Diamond Brands, Incorporated.
We expect to face competition for acquisition candidates, which may limit the
number of opportunities and may lead to higher acquisition prices. There can be
no assurance that we will be able to identify, acquire, or manage profitably
additional businesses or to integrate successfully any acquired businesses into
our existing business without substantial costs, delays or other operational or
financial difficulties. Further, acquisitions involve a number of special risks,
including failure of the acquired business to achieve expected results,
diversion of management's attention, failure to retain key personnel of the
acquired business and risks associated with unanticipated events or liabilities,
some or all of which could have a material adverse effect on our business,
results of operations and financial condition.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BECAUSE OF RISKS WHICH ARE PARTICULAR
TO INTERNATIONAL OPERATIONS.

     International sales (and the international operations of our customers) are
subject to inherent risks which could adversely affect us, including, among
other things:

     o   fluctuations in the value of currencies;

     o   unexpected changes in and the burdens and costs of compliance with a
         variety of foreign laws;

     o   political and economic instability;

     o   increases in duties and taxation; and

     o   reversal of the current policies (including favorable tax and lending
         policies) encouraging foreign investment or foreign trade by our host
         countries.

                                       10
WE DEPEND ON OUR PATENTS AND PROPRIETARY RIGHTS.

     Our success with our proprietary products depends, in part, on our ability
to protect our current and future technologies and products and to defend our
intellectual property rights. If we fail to adequately protect our intellectual
property rights, competitors may manufacture and market products similar to
ours. We cannot be sure that we will receive patents for any of our patent
applications or that any existing or future patents that we receive or license
will provide competitive advantages for our products. We also cannot be sure
that competitors will not challenge, invalidate or avoid the application of any
existing or future patents that we receive or license. In addition, patent
rights may not prevent our competitors from developing, using or selling
products that are similar or functionally equivalent to our products.
Furthermore, the patents we maintain on the bags used for vacuum sealing expire
in 2005 and the patents we maintain on our home vacuum packaging systems expire
in 2009. We are currently applying for patents on new bags and vacuum packaging
systems that we recently acquired.

THE EMPLOYEES OF CERTAIN OF OUR VENDORS AND TRANSPORTATION SERVICES WE UTILIZE
ARE REPRESENTED BY LABOR UNIONS.

     Strikes, work stoppages and slowdowns by our vendors and transportation
services we utilize may affect our ability to meet our customers' needs, and
customers may do more business with our competitors if they believe that such
actions may adversely affect our ability to provide service. We may face loss of
customers if we are unable to provide uninterrupted provision of our customers'
needs.

CERTAIN OF OUR EMPLOYEES ARE REPRESENTED BY LABOR UNIONS.

     Approximately 400 of our employees are covered by collective bargaining
agreements. One of these agreements expires at our branded consumables facility
(Muncie, Indiana) on October 15, 2006, one at our metals facility (Greeneville,
Tennessee) on October 4, 2003 and two at our kitchen match and toothpick
manufacturing facility (Cloquet, Minnesota) in February 2008. While we have not
experienced a work stoppage, slowdown or strike during the past five years and
management believes that its relationships with our collective bargaining units
are good, no assurance can be made that we will not experience a work stoppage,
slowdown or strike in the future. A work stoppage, slowdown or strike by our
employees, or the employees of our customers, could have a material adverse
effect on our business, results of operations and financial condition.

WE DEPEND ON SUPPLIERS IN ASIA.

     The vast majority of our FoodSaver(R) products are manufactured by third
party suppliers in China and Korea. Any adverse change in, among other things,
any of the following could have a material adverse effect on our business,
results of operations and financial condition:

     o   our relationship with these suppliers;

     o   the financial condition of these suppliers;

     o   our ability to import outsourced products; or

     o   these suppliers' ability to manufacture and deliver outsourced products
         on a timely basis.

     We cannot assure you that we could quickly or effectively replace any of
our suppliers if the need arose, and we cannot assure you that we could retrieve
tooling and molds possessed by any of our suppliers. Our dependence on these few
suppliers could also adversely affect our ability to react quickly

                                       11
and effectively to changes in the market for our products. In addition,
international manufacturing is subject to significant risks, including, among
other things:

     o   labor unrest;

     o   political instability;

     o   restrictions on transfer of funds;

     o   domestic and international customs and tariffs;

     o   unexpected changes in regulatory environments; and

     o   potentially adverse tax consequences.

Labor in China has historically been readily available at relatively low cost as
compared to labor costs applicable in other nations. China has experienced rapid
social, political and economic change in recent years. We cannot assure you that
labor will continue to be available to us in China at costs consistent with
historical levels. A substantial increase in labor costs in China could have a
material adverse effect on our business, results of operations and financial
condition. Although China currently enjoys "most favored nation" trading status
with the United States, the U.S. government has in the past proposed to revoke
such status and to impose higher tariffs on products imported from China. We
cannot assure you that our business will not be affected by the aforementioned
risks, each of which could have a material adverse effect on our business,
results of operations and financial condition.

WE CANNOT BE CERTAIN THAT OUR PRODUCT INNOVATIONS AND MARKETING SUCCESSES WILL
CONTINUE.

We believe that our future success will depend, in part, upon our ability to
continue to introduce innovative designs in our existing products and to
develop, manufacture and market new products. We cannot assure you that we will
be successful in the introduction, marketing and manufacturing of any new
products or product innovations, or develop and introduce in a timely manner
innovations to our existing products which satisfy customer needs or achieve
market acceptance. Our failure to develop new products and introduce them
successfully and in a timely manner would harm our ability to grow our business
and could have a material adverse effect on our business, results of operations
and financial condition.

CLAIMS MADE AGAINST US BASED ON PRODUCT LIABILITY COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.

     As a producer and marketer of consumer products, we are subject to the risk
of claims for product liability. We maintain product liability insurance, but
there is a risk that our coverage will not be sufficient to insure against all
claims which may be brought against us, or that we will not be able to maintain
that coverage or obtain additional insurance covering existing or new products.
If a product liability claim exceeding our insurance coverage were to be
successfully asserted against us, it could have a material adverse effect on our
business, results of operations and financial condition.

                                       12
THE INDENTURES RELATED TO THE DEBT SECURITIES, OUR 9 3/4% SENIOR SUBORDINATED
NOTES DUE 2012, AND OUR SENIOR CREDIT FACILITY CONTAIN VARIOUS COVENANTS WHICH
LIMIT OUR MANAGEMENT'S DISCRETION IN THE OPERATION OF OUR BUSINESS.

     Each of our senior credit facility and the indentures related to our 9 3/4%
senior subordinated notes duE 2012, contain various provisions that limit our
management's discretion by restricting our and our subsidiaries' ability to,
among other things:

o    incur additional indebtedness;

o    pay dividends or distributions on, or redeem or repurchase, capital stock;

o    make investments;

o    engage in transactions with affiliates;

o    incur liens;

o    transfer or sell assets; and

o    consolidate, merge or transfer all or substantially all of our assets.

     In addition, our senior credit facility requires us to meet certain
financial ratios. Any failure to comply with the restrictions of our senior
credit facility or the indentures related to our 9 3/4% senior subordinated
notes due 2012 may result in an event of default. An event of default may allow
the creditors, if the agreements so provide, to accelerate the related debt as
well as any other debt to which a cross-acceleration or cross-default provision
applies. In addition, the lenders may be able to terminate any commitments they
had made to supply us with further funds.

WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE
OF CONTROL OFFER REQUIRED BY THE INDENTURES RELATED TO OUR 9 3/4% SENIOR
SUBORDINATED NOTES DUE 2012.

     Upon the occurrence of certain specific kinds of change of control events,
we will be required to offer to repurchase all outstanding notes under the
indentures related to our 9 3/4% senior subordinated notes due 2012. However, it
iS possible that we will not have sufficient funds at the time of the change of
control to make the required repurchase of these notes. In addition,
restrictions in our senior credit facility prohibit repurchases of the notes
unless a waiver is obtained from the lenders or our senior credit facility is
repaid in full. If we fail to repurchase the notes following a change of
control, we will be in default under the indentures related to the notes, which
will result in a cross-default under our senior credit facility. Any future
debt, including the debt securities, which we incur may also contain
restrictions on repayment of the notes. In addition, certain important corporate
events, such as leveraged recapitalizations, that would increase the level of
our indebtedness would not constitute a change of control under the indentures
related to the notes.

                        RISKS RELATED TO OUR COMMON STOCK

DELAWARE LAW MAY LIMIT POSSIBLE TAKEOVERS.

     Our certificate of incorporation makes us subject to the anti-takeover
provisions of Section 203 of the Delaware General Corporation Law. In general,
Section 203 prohibits publicly-held Delaware corporations to which it applies
from engaging in a "business combination" with an "interested

                                       13
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. This provision could discourage
others from bidding for our shares and could, as a result, reduce the likelihood
of an increase in our stock price that would otherwise occur if a bidder sought
to buy our stock.

THE MARKET PRICE FOR OUR COMMON STOCK IS VOLATILE.

     The market price for our common stock may be highly volatile. We believe
that a variety of factors, including announcements by us or our competitors,
quarterly variations in financial results, trading volume, general market trends
and other factors, could use the market price of our common stock to fluctuate
substantially. Additionally, the market in general, and our common stock in
particular, may be subject to increased volatility due to general economic
conditions, the terrorist attacks in New York and Washington, D.C., any war and
any resulting conflicts.

WE MAY ISSUE A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK IN CONNECTION WITH FUTURE
ACQUISITIONS AND THE SALE OF THOSE SHARES COULD ADVERSELY AFFECT OUR STOCK
PRICE.

     As part of our growth strategy, we anticipate issuing additional shares of
our common stock, preferred stock, and warrants. We have filed and may file
other shelf registration statements with the Securities and Exchange Commission
that we may use to sell shares of our common stock preferred stock, and warrants
from time to time in connection with acquisitions. To the extent that we are
able to grow through acquisitions for stock or warrants to purchase our stock,
the number of outstanding shares of stock that will be eligible for sale in the
future is likely to increase substantially. Persons receiving warrants or shares
of our common or preferred stock in connection with these acquisitions may be
more likely to sell large quantities of their warrants and stock which may
influence the price of our common stock. In addition, the potential issuance of
additional shares in connection with anticipated acquisitions could lessen
demand for our common stock and result in a lower price than would otherwise be
obtained.

OUR STOCK PRICE MAY BE ADVERSELY AFFECTED IF OUR STOCKHOLDERS SELL SUBSTANTIAL
AMOUNTS OF OUR COMMON STOCK, OR, IF AND WHEN ISSUED, OUR PREFERRED STOCK OR
WARRANTS CONVERTIBLE INTO OUR COMMON STOCK, IN THE PUBLIC MARKET FOLLOWING THE
OFFERING.

     If our stockholders sell substantial amounts of our common stock, or if and
when issued, our preferred stock or warrants convertible into our common stock,
in the public market following this offering, the market price of our common
stock could fall. These sales might make it more difficult for us to sell equity
or equity-related securities in the future at a time and price that we deem
appropriate and may require us to issue greater amounts of our common stock to
finance such acquisition. Additional shares sold in this offering or to finance
acquisitions may dilute our earnings per share if the new operations' earnings
are disappointing.

FOR ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH IN THIS PROSPECTUS, THE
SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND
OTHER FACTORS SET FORTH IN THIS PROSPECTUS. THE SECURITIES SHOULD BE PURCHASED
ONLY BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN THE COMPANY.

                                       14
FORWARD-LOOKING STATEMENTS

     Certain statements we make in this prospectus, and other written or oral
statements by us or our authorized officers on our behalf, may constitute
"forward looking statements" within the meaning of the Federal securities laws.
Forward-looking statements include statements concerning our plans, objectives,
goals, strategies, future events, future revenues or performance, capital
expenditures, financing needs, plans or intentions relating to acquisitions, our
competitive strengths and weaknesses, our business strategy and the trends we
anticipate in the industry and economies in which we operate and other
information that is not historical information. Words or phrases such as
"estimates," "expects," "anticipates," "projects," "plans," "intends,"
"believes" and variations of such words or similar expressions are intended to
identify forward-looking statements. All forward-looking statements, including,
without limitation, our examination of historical operating trends, are based
upon our current expectations and various assumptions. Our expectations, beliefs
and projections are expressed in good faith, and we believe there is a
reasonable basis for them, but we cannot assure you that our expectations,
beliefs and projections will be realized.

     Before you invest in our common stock, you should be aware that the
occurrence of the events described in the immediately above section captioned
"Risk Factors" and otherwise discussed elsewhere in this prospectus or in
materials incorporated in this prospectus by reference to our other filings with
the Commission, could have a material adverse affect on our business, financial
condition and results of operation.

     The data included in this prospectus regarding markets and ranking,
including the size of certain markets and our position and the position of our
competitors within these markets, are based on independent industry
publications, reports of government agencies or other published industry sources
or our estimates based on management's knowledge and experience in the markets
in which we operate. Our estimates have been based on information provided by
customers, suppliers, trade and business organizations and other contacts in the
markets in which we operate. We believe these estimates to be accurate as of the
date of this prospectus. However, this information may prove to be inaccurate
because of the method by which we obtained some of the data for our estimates or
because this information cannot always be verified with complete certainty due
to the limits on the availability and reliability of raw data, the voluntary
nature of the data gathering process and other limitations and uncertainties
inherent in a survey of market size. As a result, you should be aware that
market, ranking and other similar data included in this prospectus, and
estimates and beliefs based on that data, may not be reliable.

                                       15
SELLING STOCKHOLDERS

     This prospectus relates to Shares that are being registered for reoffers
and resales by Selling Stockholders who have acquired or may acquire Shares
pursuant to each of the Plans. The Selling Stockholders may resell any or all of
the Shares at any time they choose while this prospectus is effective.

     Executive officers and directors, their family members, trusts for their
benefit, or entities that they own, that acquire Common Stock under the Plans
will be listed by a prospectus supplement filed with the SEC. The number of
Shares to be sold by any Selling Stockholder under this prospectus also may be
increased or decreased by a prospectus supplement. If a person's name is listed
by a prospectus supplement, neither that person nor we are making an admission
that the named person is our "affiliate."

                                       16
PLAN OF DISTRIBUTION

     The Selling Stockholders (or their pledgees, donees, transferees, or other
successors in interest) from time to time may sell all or a portion of the
Shares "at the market" to or through a marketmaker or into an existing trading
market, in private sales, including direct sales to purchasers, or otherwise at
prevailing market prices or at negotiated or fixed prices. By way of example,
and not by way of limitation, the Shares may be sold by one or more of the
following methods: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may purchase and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the seller may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the seller in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this Prospectus which qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this Prospectus.

     The Selling Stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.

     In order to comply with certain state securities law, if applicable, the
Common Stock will not be sold in a particular state unless the Common Stock has
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.

     Each Selling Stockholder will deliver a Prospectus in connection with the
sale of the Shares.

                                       17
EXPENSES

     All expenses of this Offering, including the expenses of the registration
of the Shares of Common Stock offered hereby, will be borne by us. It is
estimated that the total amount of such expenses will not exceed $40,000.

                                 USE OF PROCEEDS

     The Company will not realize any proceeds from the sale of the Common Stock
which may be sold pursuant to this prospectus for the respective accounts of the
Selling Stockholders. The Company, however, will derive proceeds from the sale
of stock to Selling Stockholders and upon the exercise of the options granted to
Selling Stockholders. All such proceeds will be available to the Company for
working capital and general corporate purposes. No assurances can be given,
however, as to when or if any or all of the Options will be exercised.

                                    LEGALITY

     Certain legal matters in connection with the securities offered hereunder
will be passed upon for the Company by Kane Kessler, P.C., 1350 Avenue of the
Americas, New York, New York 10019.

                                     EXPERTS

     The consolidated financial statements of Jarden Corporation and its
subsidiaries appearing in its Annual Report (Form 10-K) for the year ended
December 31, 2002, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.

     The consolidated financial statements of Tilia International, Inc. and its
subsidiaries incorporated by reference in this prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto. Arthur
Andersen LLP has not consented to the inclusion of their report in this
prospectus, and we have dispensed with the requirement to file their consent in
reliance upon Rule 437a of the Securities Act of 1933. Because Arthur Andersen
LLP has not consented to the inclusion of their report in this prospectus, you
will not be able to recover against Arthur Andersen LLP under Section 11 of the
Securities Act for any untrue statements of a material fact contained in the
financial statements audited by Arthur Andersen LLP or any omissions to state a
material fact required to be stated therein.

     The consolidated financial statements of Diamond Brands, Incorporated and
its subsidiaries appearing in the Company's Current Report on Form 8-K/A filed
on March 7, 2003 for the year ended December 31, 2002, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.

                                       18
This Prospectus contains information concerning the Company, but does not
contain all of the information set forth in the Registration Statement and the
Exhibits relating thereto, which the Company has filed with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1933, as
amended, and to which reference is hereby made.

                            -------------------------

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

AVAILABLE INFORMATION.......................................................  2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................  2

THE COMPANY.................................................................  4

RISK FACTORS................................................................  6

SELLING STOCKHOLDERS........................................................ 16

PLAN OF DISTRIBUTION........................................................ 17

EXPENSES.................................................................... 18

USE OF PROCEEDS............................................................. 18

LEGALITY.................................................................... 18

EXPERTS..................................................................... 18

No dealer, salesperson or other person has been authorized to given any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create any implication that there
have been no changes in the affairs of the Company since the date hereof.

                            ------------------------
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by Jarden Corporation, a Delaware corporation (the
"Company"), are incorporated by reference into the Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2002, filed pursuant to the Securities Exchange Act of
          1934 (the "Exchange Act");

     (b)  The Company's Current Report on Form 8-K, Date of Event - April 24,
          2002, filed on May 9, 2002 pursuant to the Exchange Act;

     (c)  The Company's Current Report on Form 8-K, Date of Event - January 7,
          2003, filed on January 10, 2003 pursuant to the Exchange Act;

     (d)  The Company's Current Report on Form 8-K, Date of Event - February 7,
          2003, filed on February 14, 2003 pursuant to the Exchange Act;

     (e)  The Company's Current Report on Form 8-K/A, Date of Event - February
          7, 2003, filed on March 7, 2003 pursuant to the Exchange Act;

     (f)  The Company's Current Report on Form 8-K, Date of Event - April 28,
          2003, filed on April 28, 2003 pursuant to the Exchange Act;

     (g)  The Company's Current Report on Form 8-K, Date of Event - May 1, 2003,
          filed on May 7, 2003 pursuant to the Exchange Act;

     (h)  The Company's definitive Proxy Statement on Schedule 14A filed on
          March 28, 2003; and

     (i)  The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A, filed with the
          Commission on May 1, 2002 by the Company to register such securities
          under the Exchange Act, including all amendments and reports filed for
          the purpose of updating that description.

     In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

                                      II-1
ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") makes provision for the indemnification of officers and directors of
corporations in terms sufficiently broad to indemnify our officers and directors
under certain circumstances from liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.

     As permitted by the DGCL, our Charter provides that, to the fullest extent
permitted by the DGCL, no director shall be liable to the Company or to its
stockholders for monetary damages for breach of his fiduciary duty as a
director. Delaware law does not permit the elimination of liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases or (iv) for any
transaction from which the director derives an improper personal benefit. The
effect of this provision in the Charter is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director thereof (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i)-(iv), inclusive, above. These provisions will not alter the
liability of directors under federal securities laws.

     Our Charter provides that we may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful.

     Our Charter also provides that we may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Company unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

                                      II-2
Our Charter also provides that to the extent a director or officer of the
Company has been successful in the defense of any action, suit or proceeding
referred to in the previous paragraphs or in the defense of any claim, issue, or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for in the Charter shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
Company may purchase and maintain insurance on behalf of a director or officer
of the Company against any liability asserted against him or incurred by him in
any such capacity or arising out of his status as such whether or not the
Company would have the power to indemnify him against such liabilities under the
provisions of Section 145 of the DGCL.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Certain restricted securities to be reoffered and resold pursuant to this
Registration Statement were issued under the Plans and in transactions exempt
from registration pursuant to Section 4(2) of the Securities Act.

ITEM 8. EXHIBITS

Exhibit No.     Description of Exhibits
-----------     -----------------------

    4.1         Jarden Corporation 2003 Stock Incentive Plan (filed as Appendix
                B to the Registrant's Proxy Statement dated March 28, 2003,
                filed with the Commission on March 28, 2003)*

    4.2         Jarden Corporation 2003 Employee Stock Purchase Plan (filed as
                Appendix C to the Registrant's Proxy Statement dated March 28,
                2003, filed with the Commission on March 28, 2003)*

    5.1         Opinion of Kane Kessler, P.C. regarding the legality of the
                securities being registered.**

   23.1         Consent of Ernst & Young LLP.**

   23.2         Consent of Ernst & Young LLP.**

   24.1         Power of Attorney (included in the signature pages of this
                registration statement).**

--------------

*    Incorporated by reference.
**   Filed herewith.

ITEM 9. UNDERTAKINGS

     A. The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof)

                                      II-3
which, individually or in the aggregate, represent a fundamental change
         in the information set forth in the Registration Statement;

               (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rye, State of New York, on this 8th day of May, 2003.

                                 JARDEN CORPORATION

                                 By: /s/ Martin E. Franklin
                                    --------------------------------------------
                                    Name:  Martin E. Franklin
                                    Title: Chairman and Chief Executive Officer

                                      II-5
POWER OF ATTORNEY

     Each of the undersigned officers and directors of Jarden Corporation hereby
severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for
the undersigned, in any and all capacities, with full power of substitution, to
sign any and all pre- or post-effective amendments to this Registration
Statement, any subsequent Registration Statement for the same offering which may
be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and any and all pre- or post-effective amendments thereto, and to file the same
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature                    Title                                Date
---------                    -----                                ----

/s/ Martin E. Franklin
-------------------------    Chairman and Chief Executive         May 8, 2003
Martin E. Franklin           Officer (Principal Executive
                             Officer)
/s/ Ian G. H. Ashken
-------------------------    Vice Chairman, Chief Financial       May 8, 2003
Ian G. H. Ashken             Officer and Secretary (Principal
                             Financial Officer and Principal
                             Accounting Officer)
/s/ Rene-Pierre Azria
-------------------------    Director                             April 24, 2003
Rene-Pierre Azria

/s/ Douglas W. Huemme
-------------------------    Director                             April 24, 2003
Douglas W. Huemme

/s/ Richard Molen
-------------------------    Director                             April 24, 2003
Richard Molen

/s/ Lynda W. Popwell
-------------------------    Director                             April 24, 2003
Lynda W. Popwell

/s/ Irwin D. Simon
-------------------------    Director                             April 24, 2003
Irwin D. Simon

/s/ Robert L. Wood
-------------------------    Director                             April 24, 2003
Robert L. Wood

                                      II-6
EXHIBIT INDEX

ITEM 8. EXHIBITS

Exhibit No.     Description of Exhibits
-----------     -----------------------

    4.1         Jarden Corporation 2003 Stock Incentive Plan (filed as Appendix
                B to the Registrant's Proxy Statement dated March 28, 2003,
                filed with the Commission on March 28, 2003)*

    4.2         Jarden Corporation 2003 Employee Stock Purchase Plan (filed as
                Appendix C to the Registrant's Proxy Statement dated March 28,
                2003, filed with the Commission on March 28, 2003)*

    5.1         Opinion of Kane Kessler, P.C. regarding the legality of the
                securities being registered.**

   23.1         Consent of Ernst & Young LLP.**

   23.2         Consent of Ernst & Young LLP.**

   24.1         Power of Attorney (included in the signature pages of this
                registration statement).**

--------------

*    Incorporated by reference.
**   Filed herewith.