As filed with the Securities and Exchange Commission on September 21, 2001


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   ----------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                           SPECTRUM BRANDS CORPORATION
                           ---------------------------
             (Exact name of registrant as specified in its charter)

            FLORIDA                                65-1098382
            -------                                ----------
(State or other jurisdiction of       (IRS Employer Identification No.)
 incorporation  or  organization)


  1450 SO. DIXIE HIGHWAY, SUITE 101
  BOCA RATON, FLORIDA                                                33432
  -------------------------------------------------------------------------
 (Address of principal executive offices)                        (Zip Code)


                            2001 STOCK INCENTIVE PLAN
                            -------------------------
                            (Full title of the plan)

                         Harvey Judkowitz, Chairman/CEO
                           Spectrum Brands Corporation
                        1450 So. Dixie Highway, Suite 101
                           Boca Raton, Florida  33432
                           --------------------------
                     (Name and address of agent for service)

                                 (561) 289-5175
                                 --------------
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:
                              Samuel Goldfarb, Esq.
                       Aronauer, Goldfarb, Sills & Re, LLP
                               444 Madison Avenue
                            New York, New York 10022
                                 (212) 755-6000

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>



<S>                        <C>                      <C>             <C>                      <C>

                                                    Proposed                 Proposed
Title of                                            maximum                  maximum         Amount of
securities                 Amount to be             offering price           aggregate       Registration
to be registered           registered               per share (1)            offering price      Fee
-----------------------    --------------           -----------------------  --------------  ------------
Common Stock               1,000,000                $1.00                    $1,000,000       $250.00
par value $0.01 per share  Shares
-------------------------  -----------------------  --------------           ---------------- -------
</TABLE>

(1)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
pursuant  to Rule 457(h).  In the case of shares of Common Stock  which  may  be
purchased  upon  exercise  of  outstanding options, the fee is calculated on the
basis  of  the price at which 400,000 options granted on August 31, 2001, may be
exercised,  i.e.,  $1.00  per  share:  In  the  case of shares of  Common  Stock
for  which  options  have not yet been granted and the option price is therefore
unknown,  the  fee is calculated on the basis of the average of the high and low
bid  prices for the Registrant's Common Stock reported on the OTC Bulletin Board
on  September 20, 2001, $1.00 per share.

                                        1
<PAGE>



PART  II  -   INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT


ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The following documents filed by the Registrant with the Securities and Exchange
Commission  ("Commission")  pursuant  to  the Securities Act of 1933, as amended
("Securities  Act")  are  incorporated  by  reference  into  this  Registration
Statement:

      (a)   The  Registrant's  Annual  Report  on  Form  10-KSB  for the  fiscal
year  ended  September  30,  2000;

      (b)   All  other reports filed by the Registrant pursuant to Section 13(a)
or  15(d)  of the Securities Exchange Act of 1934, as  amended ("Exchange Act"),
since  September  30,  2000;

All  documents subsequently filed by the Registrant with the Commission pursuant
to  Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the date of
this  Registration  Statement,  but  prior  to  the  filing  of a post-effective
amendment  to  this  Registration  Statement which indicates that all securities
offered  by  this Registration Statement have been sold or which deregisters all
such  securities  then  remaining  unsold, shall be deemed to be incorporated by
reference  into  this  Registration  Statement.  Each  document  incorporated by
reference  into this Registration Statement shall be deemed to be a part of this
Registration  Statement  from  the  date  of  filing  of  such document with the
Commission  until  the information contained therein is superseded or updated by
any  subsequently  filed  document  which is incorporated by reference into this
Registration  Statement  or  by  any  document  which  constitutes  part  of the
prospectus  relating to the 2001 Stock Incentive Plan or the prospectus relating
to  the 2001Stock Incentive Plan, each meeting the requirements of Section 10(a)
of  the  Securities  Act.

The  Registrant's  authorized  Common Stock consists of 45,000,000 shares, $.001
par  value per share. As of August 31, 2001, there were 499,991 shares of Common
Stock  issued  and outstanding. Holders of Common Stock are entitled to one vote
for  each share of Common Stock owned of record on all matters to be voted on by
stockholders,  including  the election of directors. The holders of Common Stock
are  entitled to receive such dividends, if any, as may be declared from time to
time by the Board of Directors, in its discretion, from funds legally available.
The  Common  Stock has no preemptive or other subscription rights, and there are
no  conversion rights or redemption provisions. All outstanding shares of Common
Stock  are  validly  issued,  fully  paid  and  non-assessable.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

The  class  of  securities  to  be  offered under this Registration Statement is
registered  under  Section  12  of  the  Exchange  Act.


ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

   None.


ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Registrant's  By-Laws  authorizes the Company to indemnify its officers and
directors  to  the  fullest  extent allowed under the provisions of the State of
Florida  Corporation  Laws  for  claims  brought  against  such persons in their
capacity  as  officers  and  or  directors.

Florida  Statutes  Section 607.0850(1) generally provides that a corporation has
the  power  to  indemnify  a  current or former officer or director, employee or
agent of the corporation against expenses and liabilities in connection with any
proceeding involving the corporate agent by reason of his being or having been a
corporate  agent, other than a proceeding by or in the right of the corporation,
if  such  corporate  agent  acted  in  good  faith and in a manner he reasonably
believed  to  be in or not opposed to the best interests of the corporation, and
with  respect to any criminal proceeding, such corporate agent had no reasonable
cause  to  believe  his  conduct  was  unlawful.

The  Registrant's  By-Law  provision  regarding  indemnification  rights  is not
deemed  to  be exclusive of any other rights to which the Registrant's directors
and  officers  may be entitled under the Registrant's Articles of Incorporation,
an agreement,  shareholder authorization, or otherwise.  The Registrant does not
maintain  directors'  and  officers'  liability  insurance policy as of the date
hereof.

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted  to officers and directors under  any of the foregoing provisions,
the  Registrant  has  been  informed  that in the opinion of the Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.

                                       2
<PAGE>


ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

   None.


ITEM  8.  EXHIBITS.

   The  following  exhibits  are  filed herewith or incorporated by reference as
part  of  this  Registration  Statement:

EXHIBIT  NO.      DESCRIPTION
------------      -----------
      3.1         Articles  of  Incorporation,  as  filed  with  the  Florida
                  Secretary  of  State  on  October  3,  2000.
      3.2         Articles of Amendment to Articles of Incorporation, as
                  filed with the Florida Secretary of State on April 3, 2001
      3.3         Corporate  By-Laws.
      4.1         2001  Stock  Incentive  Plan.
      5.1         Opinion  of  Aronauer,  Goldfarb,  Sills  &  Re,  LLP
                  regarding  the  legality  of  the  shares  being
                  registered  hereunder.
     23.1         Consent  of  Sowell  and  Company,  PA,  independent
                  certified  public  accountants  for  the  Registrant.
     23.2         Consent  of  Aronauer,  Goldfarb,  Sills  &  Re,  LLP
                  (included  in  the  Opinion  filed  as  Exhibit  5.1).
     24.1         Power  of Attorney (set forth on the signature page of
                  this  Registration  Statement).


ITEM  9.  UNDERTAKINGS.

    (a)  The  undersigned  Registrant  hereby  undertakes:

          (1)  To  file,  during  any  period in which offers of sales are being
made,  a post-effective amendment to this 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) which, individually or in the aggregate, represent a fundamental change
in  the information set forth in the Registration Statement. Notwithstanding the
foregoing,  any  increase  or  decrease  in volume of securities offered (if the
total  dollar  value  of  securities  offered  would  not  exceed that which was
registered)  and any deviation from the low or high end of the estimated maximum
offering  range  may  be  reflected  in  the  form  of prospectus filed with the
Commission  pursuant  to Rule 424(b) if, in the aggregate, the changes in volume
and  price  represent no more than a 20 percent  change in the maximum aggregate
offering  price  set forth in the "Calculation of Registration Fee" table in the
effective 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)(1)(i) and (a)(1)(ii) do not
apply  if  the  registration  is  on  Form  S-3 or Form S-8, and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in periodic reports filed by the Registrant 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
Registrant'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
Registrant  pursuant  to  the foregoing provisions, or otherwise, the Registrant
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 Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling person of the Registrant 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 Registrant 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.


                                        3
<PAGE>

                                   SIGNATURES

Pursuant  to  the  requirements  of the Securities Act, 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  Boca  Raton,  State  of  Florida,  on  this  20th  day  of  September, 2001.

                                             SPECTRUM BRANDS CORPORATION


                                             By:  /s/  Harvey  Judkowitz
                                             ----------------------------------
                                             Harvey  Judkowitz
                                             Chairman  and
                                             Chief  Executive  Officer

We,  the  undersigned  directors and officers of Spectrum Brands Corporation, do
hereby constitute and appoint, Harvey Judkowitz our true and lawful attorney and
agent,  to  do any and all acts and  things in our name and on our behalf in our
capacities as directors and officers and to execute any and all instruments  for
us  and in our names in the capacities  indicated below, which said attorney and
agent may deem necessary or advisable to enable said  corporation to comply with
the  Securities  Act  and  any  rules,  regulations  and  requirements  of  the
Commission,  in  connection  with  this  Registration  Statement,  including
specifically,  but without limitation, power and authority to sign for us or any
of  us  in  our  names in the capacities indicated below, any and all amendments
(including  post-effective  amendments)  hereto  and  we  do  hereby  ratify and
confirm  all that said attorney and agent shall do or cause to be done by virtue
hereof.

Pursuant  to  the  requirements  of  the  Securities  Act,  this  Registration
Statement and the foregoing  Power of Attorney have been signed by the following
persons  in  the  capacities  and  on  the  date(s)  indicated:

Signature                      Capacity                            Date
---------                      --------                            ----
/s/  Harvey  Judkowitz         Chairman  of the Board       September  20,  2001
------------------------       of Directors and Chief
     Harvey  Judkowitz         Executive  Officer

/s/  Paul  M.  Galant          Secretary/Treasurer,         September  20,  2001
------------------------       Chief  Financial  Officer
    Paul  M.  Galant           and Director

/s/  David  Larry              Director                     September  20,  2001
------------------------
    David  Larry

EXHIBIT  INDEX
Exhibit  No.               Description
---------------            -----------------
       3.1                 Articles  of Incorporation, as filed with the Florida
                           Secretary of State on October 3, 2000.
       3.2                 Articles of Amendment to Articles of Incorporation,
                           as filed with the Florida Secretary of State on
                           April 3, 2001.
       3.3                 Corporate  By-Laws.
       4.1                 2001  Stock  Incentive  Plan.
       5.1                 Opinion  of Aronauer, Goldfarb, Sills & Re, LLP
                           regarding  the  legality  of the shares being
                           registered  hereunder.
      23.1                 Consent  of  Sewell and Company, PA, independent
                           certified  public  accountants  for  the
                           Registrant.
      23.2                 Consent  of  Aronauer, Goldfarb, Sills & Re, LLP
                           (included  in  the  Opinion  filed  as
                           Exhibit  5.1).
      24.1                 Power  of  Attorney  (set forth on the signature
                           page  of  this  Registration  Statement).
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 17928}]
{"company-data": {"conformed-name": "SPECTRUM BRANDS CORP", "cik": "0001102119", "assigned-sic": "7389", "irs-number": "651098382"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69814", "film-number": "1742287"}, "business-address": {"street1": "1450 S DIXIE HIGHWAY STE 101-A", "city": "BOCA RATON", "state": "FL", "zip": "33431"}, "mail-address": {"street1": "1450 S DIXIE HIGHWAY SUITE 101-A", "city": "BOAC RATON", "state": "FL", "zip": "33431"}, "former-company": {"former-conformed-name": "NETWEB ONLINE COM INC", "date-changed": "19991229"}}
As filed with the Securities and Exchange Commission on September 21, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   ----------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                           SPECTRUM BRANDS CORPORATION
                           ---------------------------
             (Exact name of registrant as specified in its charter)

            FLORIDA                                65-1098382
            -------                                ----------
(State or other jurisdiction of       (IRS Employer Identification No.)
 incorporation  or  organization)

  1450 SO. DIXIE HIGHWAY, SUITE 101
  BOCA RATON, FLORIDA                                                33432
  -------------------------------------------------------------------------
 (Address of principal executive offices)                        (Zip Code)

                            2001 STOCK INCENTIVE PLAN
                            -------------------------
                            (Full title of the plan)

                         Harvey Judkowitz, Chairman/CEO
                           Spectrum Brands Corporation
                        1450 So. Dixie Highway, Suite 101
                           Boca Raton, Florida  33432
                           --------------------------
                     (Name and address of agent for service)

                                 (561) 289-5175
                                 --------------
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:
                              Samuel Goldfarb, Esq.
                       Aronauer, Goldfarb, Sills & Re, LLP
                               444 Madison Avenue
                            New York, New York 10022
                                 (212) 755-6000

                         CALCULATION OF REGISTRATION FEE
Proposed                 Proposed
Title of                                            maximum                  maximum         Amount of
securities                 Amount to be             offering price           aggregate       Registration
to be registered           registered               per share (1)            offering price      Fee
-----------------------    --------------           -----------------------  --------------  ------------
Common Stock               1,000,000                $1.00                    $1,000,000       $250.00
par value $0.01 per share  Shares
-------------------------  -----------------------  --------------           ---------------- -------
(1)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
pursuant  to Rule 457(h).  In the case of shares of Common Stock  which  may  be
purchased  upon  exercise  of  outstanding options, the fee is calculated on the
basis  of  the price at which 400,000 options granted on August 31, 2001, may be
exercised,  i.e.,  $1.00  per  share:  In  the  case of shares of  Common  Stock
for  which  options  have not yet been granted and the option price is therefore
unknown,  the  fee is calculated on the basis of the average of the high and low
bid  prices for the Registrant's Common Stock reported on the OTC Bulletin Board
on  September 20, 2001, $1.00 per share.

                                        1
PART  II  -   INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The following documents filed by the Registrant with the Securities and Exchange
Commission  ("Commission")  pursuant  to  the Securities Act of 1933, as amended
("Securities  Act")  are  incorporated  by  reference  into  this  Registration
Statement:

      (a)   The  Registrant's  Annual  Report  on  Form  10-KSB  for the  fiscal
year  ended  September  30,  2000;

      (b)   All  other reports filed by the Registrant pursuant to Section 13(a)
or  15(d)  of the Securities Exchange Act of 1934, as  amended ("Exchange Act"),
since  September  30,  2000;

All  documents subsequently filed by the Registrant with the Commission pursuant
to  Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the date of
this  Registration  Statement,  but  prior  to  the  filing  of a post-effective
amendment  to  this  Registration  Statement which indicates that all securities
offered  by  this Registration Statement have been sold or which deregisters all
such  securities  then  remaining  unsold, shall be deemed to be incorporated by
reference  into  this  Registration  Statement.  Each  document  incorporated by
reference  into this Registration Statement shall be deemed to be a part of this
Registration  Statement  from  the  date  of  filing  of  such document with the
Commission  until  the information contained therein is superseded or updated by
any  subsequently  filed  document  which is incorporated by reference into this
Registration  Statement  or  by  any  document  which  constitutes  part  of the
prospectus  relating to the 2001 Stock Incentive Plan or the prospectus relating
to  the 2001Stock Incentive Plan, each meeting the requirements of Section 10(a)
of  the  Securities  Act.

The  Registrant's  authorized  Common Stock consists of 45,000,000 shares, $.001
par  value per share. As of August 31, 2001, there were 499,991 shares of Common
Stock  issued  and outstanding. Holders of Common Stock are entitled to one vote
for  each share of Common Stock owned of record on all matters to be voted on by
stockholders,  including  the election of directors. The holders of Common Stock
are  entitled to receive such dividends, if any, as may be declared from time to
time by the Board of Directors, in its discretion, from funds legally available.
The  Common  Stock has no preemptive or other subscription rights, and there are
no  conversion rights or redemption provisions. All outstanding shares of Common
Stock  are  validly  issued,  fully  paid  and  non-assessable.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

The  class  of  securities  to  be  offered under this Registration Statement is
registered  under  Section  12  of  the  Exchange  Act.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

   None.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Registrant's  By-Laws  authorizes the Company to indemnify its officers and
directors  to  the  fullest  extent allowed under the provisions of the State of
Florida  Corporation  Laws  for  claims  brought  against  such persons in their
capacity  as  officers  and  or  directors.

Florida  Statutes  Section 607.0850(1) generally provides that a corporation has
the  power  to  indemnify  a  current or former officer or director, employee or
agent of the corporation against expenses and liabilities in connection with any
proceeding involving the corporate agent by reason of his being or having been a
corporate  agent, other than a proceeding by or in the right of the corporation,
if  such  corporate  agent  acted  in  good  faith and in a manner he reasonably
believed  to  be in or not opposed to the best interests of the corporation, and
with  respect to any criminal proceeding, such corporate agent had no reasonable
cause  to  believe  his  conduct  was  unlawful.

The  Registrant's  By-Law  provision  regarding  indemnification  rights  is not
deemed  to  be exclusive of any other rights to which the Registrant's directors
and  officers  may be entitled under the Registrant's Articles of Incorporation,
an agreement,  shareholder authorization, or otherwise.  The Registrant does not
maintain  directors'  and  officers'  liability  insurance policy as of the date
hereof.

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted  to officers and directors under  any of the foregoing provisions,
the  Registrant  has  been  informed  that in the opinion of the Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.

                                       2
ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

   None.

ITEM  8.  EXHIBITS.

   The  following  exhibits  are  filed herewith or incorporated by reference as
part  of  this  Registration  Statement:

EXHIBIT  NO.      DESCRIPTION
------------      -----------
      3.1         Articles  of  Incorporation,  as  filed  with  the  Florida
                  Secretary  of  State  on  October  3,  2000.
      3.2         Articles of Amendment to Articles of Incorporation, as
                  filed with the Florida Secretary of State on April 3, 2001
      3.3         Corporate  By-Laws.
      4.1         2001  Stock  Incentive  Plan.
      5.1         Opinion  of  Aronauer,  Goldfarb,  Sills  &  Re,  LLP
                  regarding  the  legality  of  the  shares  being
                  registered  hereunder.
     23.1         Consent  of  Sowell  and  Company,  PA,  independent
                  certified  public  accountants  for  the  Registrant.
     23.2         Consent  of  Aronauer,  Goldfarb,  Sills  &  Re,  LLP
                  (included  in  the  Opinion  filed  as  Exhibit  5.1).
     24.1         Power  of Attorney (set forth on the signature page of
                  this  Registration  Statement).

ITEM  9.  UNDERTAKINGS.

    (a)  The  undersigned  Registrant  hereby  undertakes:

          (1)  To  file,  during  any  period in which offers of sales are being
made,  a post-effective amendment to this 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) which, individually or in the aggregate, represent a fundamental change
in  the information set forth in the Registration Statement. Notwithstanding the
foregoing,  any  increase  or  decrease  in volume of securities offered (if the
total  dollar  value  of  securities  offered  would  not  exceed that which was
registered)  and any deviation from the low or high end of the estimated maximum
offering  range  may  be  reflected  in  the  form  of prospectus filed with the
Commission  pursuant  to Rule 424(b) if, in the aggregate, the changes in volume
and  price  represent no more than a 20 percent  change in the maximum aggregate
offering  price  set forth in the "Calculation of Registration Fee" table in the
effective 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)(1)(i) and (a)(1)(ii) do not
apply  if  the  registration  is  on  Form  S-3 or Form S-8, and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in periodic reports filed by the Registrant 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
Registrant'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
Registrant  pursuant  to  the foregoing provisions, or otherwise, the Registrant
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 Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling person of the Registrant 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 Registrant 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.

                                        3
SIGNATURES

Pursuant  to  the  requirements  of the Securities Act, 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  Boca  Raton,  State  of  Florida,  on  this  20th  day  of  September, 2001.

                                             SPECTRUM BRANDS CORPORATION

                                             By:  /s/  Harvey  Judkowitz
                                             ----------------------------------
                                             Harvey  Judkowitz
                                             Chairman  and
                                             Chief  Executive  Officer

We,  the  undersigned  directors and officers of Spectrum Brands Corporation, do
hereby constitute and appoint, Harvey Judkowitz our true and lawful attorney and
agent,  to  do any and all acts and  things in our name and on our behalf in our
capacities as directors and officers and to execute any and all instruments  for
us  and in our names in the capacities  indicated below, which said attorney and
agent may deem necessary or advisable to enable said  corporation to comply with
the  Securities  Act  and  any  rules,  regulations  and  requirements  of  the
Commission,  in  connection  with  this  Registration  Statement,  including
specifically,  but without limitation, power and authority to sign for us or any
of  us  in  our  names in the capacities indicated below, any and all amendments
(including  post-effective  amendments)  hereto  and  we  do  hereby  ratify and
confirm  all that said attorney and agent shall do or cause to be done by virtue
hereof.

Pursuant  to  the  requirements  of  the  Securities  Act,  this  Registration
Statement and the foregoing  Power of Attorney have been signed by the following
persons  in  the  capacities  and  on  the  date(s)  indicated:

Signature                      Capacity                            Date
---------                      --------                            ----
/s/  Harvey  Judkowitz         Chairman  of the Board       September  20,  2001
------------------------       of Directors and Chief
     Harvey  Judkowitz         Executive  Officer

/s/  Paul  M.  Galant          Secretary/Treasurer,         September  20,  2001
------------------------       Chief  Financial  Officer
    Paul  M.  Galant           and Director

/s/  David  Larry              Director                     September  20,  2001
------------------------
    David  Larry

EXHIBIT  INDEX
Exhibit  No.               Description
---------------            -----------------
       3.1                 Articles  of Incorporation, as filed with the Florida
                           Secretary of State on October 3, 2000.
       3.2                 Articles of Amendment to Articles of Incorporation,
                           as filed with the Florida Secretary of State on
                           April 3, 2001.
       3.3                 Corporate  By-Laws.
       4.1                 2001  Stock  Incentive  Plan.
       5.1                 Opinion  of Aronauer, Goldfarb, Sills & Re, LLP
                           regarding  the  legality  of the shares being
                           registered  hereunder.
      23.1                 Consent  of  Sewell and Company, PA, independent
                           certified  public  accountants  for  the
                           Registrant.
      23.2                 Consent  of  Aronauer, Goldfarb, Sills & Re, LLP
                           (included  in  the  Opinion  filed  as
                           Exhibit  5.1).
      24.1                 Power  of  Attorney  (set forth on the signature
                           page  of  this  Registration  Statement).