UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K
                                CURRENT REPORT

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

                                Date of Report:

                                January 5, 2005
                  ------------------------------------------
                       (Date of earliest event reported)

                              RAYOVAC CORPORATION
       ----------------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)


        Wisconsin                      001-13615                22-2423556
-----------------------------   ------------------------   ---------------------
(State or other Jurisdiction     (Commission File No.)         (IRS Employer
   of Incorporation)                                         Identification No.)


           Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
         --------------------------------------------------------------
         (Address of principal executive offices, including zip code)


                                (770) 829-6200
         --------------------------------------------------------------
             (Registrant's telephone number, including area code)



                                Not Applicable
         --------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of
the following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under
     the Exchange Act (17 CFR 240.14d-2(b))
|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under
     the Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


Item 7.01.  REGULATION FD DISCLOSURE.

         The following information is being furnished pursuant to this Item
7.01 and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act except as shall be expressly set forth by
specific reference in such filing.

         In connection with the proposed acquisition by Rayovac Corporation
(the "Company") of United Industries Corporation ("United"), certain unaudited
pro forma condensed consolidated financial data is being provided to United
shareholders. The Company is furnishing that information by attaching it as
Exhibits 99.1 and 99.2 hereto.

         As used in the attached Exhibits 99.1 and 99.2, unless the context
indicates otherwise, "Rayovac" refers to Rayovac Corporation together with its
subsidiaries, "United" refers to United Industries Corporation together with
its subsidiaries, "Microlite" refers to Microlite S.A., "Nu-Gro" refers to The
Nu-Gro Corporation together with its subsidiaries and "United Pet Group" refers
to United Pet Group, Inc. together with its subsidiaries.


Item 8.01.  OTHER EVENTS.

         On January 5, 2005, the Company issued a press release, attached
hereto as Exhibit 99.3, which press release is incorporated herein by
reference.


Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

            (c) Exhibits

                Exhibit
                Number           Description of Exhibit

                 99.1       Unaudited pro forma condensed consolidated financial
                            data as of and for the fiscal year ended September
                            30, 2004.

                 99.2       United Industries Corporation unaudited pro forma
                            condensed combined financial information for the
                            nine months ended September 30, 2004 and the year
                            ended December 31, 2003.

                 99.3       Press release dated January 5, 2005.

<PAGE>




                                  SIGNATURES

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



Date:  January 6, 2005               RAYOVAC CORPORATION



                                     By:  /s/ Randall J. Steward
                                        ----------------------------------------
                                          Name:  Randall J. Steward
                                          Title: Executive Vice President
                                                 and Chief Financial Officer


<PAGE>


EXHIBIT INDEX



                Exhibit
                Number      Description of Exhibit

                 99.1       Unaudited pro forma condensed consolidated
                            financial data as of and for the fiscal year ended
                            September 30, 2004.

                 99.2       United Industries Corporation unaudited pro forma
                            condensed combined financial information for the
                            nine months ended September 30, 2004 and the year
                            ended December 31, 2003.

                 99.3       Press release dated January 5, 2005.
[{"type": "8-K", "sequence": "1", "filename": "rayovak8k_jan505.txt", "description": "8-K", "secsgml_size_bytes": 5780}]
{"company-data": {"conformed-name": "RAYOVAC CORP", "cik": "0001028985", "assigned-sic": "3690", "irs-number": "222423556", "state-of-incorporation": "WI", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13615", "film-number": "05515689"}, "business-address": {"street1": "6 CONCOURSE PARKWAY", "street2": "SUITE 3300", "city": "ATLANTA", "state": "2Q", "zip": "30328", "phone": "7708296200"}, "mail-address": {"street1": "6 CONCOURSE PARKWAY", "street2": "SUITE 3300", "city": "ATLANTA", "state": "2Q", "zip": "30328"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K
                                CURRENT REPORT

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

                                Date of Report:

                                January 5, 2005
                  ------------------------------------------
                       (Date of earliest event reported)

                              RAYOVAC CORPORATION
       ----------------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

        Wisconsin                      001-13615                22-2423556
-----------------------------   ------------------------   ---------------------
(State or other Jurisdiction     (Commission File No.)         (IRS Employer
   of Incorporation)                                         Identification No.)

           Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
         --------------------------------------------------------------
         (Address of principal executive offices, including zip code)

                                (770) 829-6200
         --------------------------------------------------------------
             (Registrant's telephone number, including area code)

                                Not Applicable
         --------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of
the following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under
     the Exchange Act (17 CFR 240.14d-2(b))
|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under
     the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01.  REGULATION FD DISCLOSURE.

         The following information is being furnished pursuant to this Item
7.01 and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act except as shall be expressly set forth by
specific reference in such filing.

         In connection with the proposed acquisition by Rayovac Corporation
(the "Company") of United Industries Corporation ("United"), certain unaudited
pro forma condensed consolidated financial data is being provided to United
shareholders. The Company is furnishing that information by attaching it as
Exhibits 99.1 and 99.2 hereto.

         As used in the attached Exhibits 99.1 and 99.2, unless the context
indicates otherwise, "Rayovac" refers to Rayovac Corporation together with its
subsidiaries, "United" refers to United Industries Corporation together with
its subsidiaries, "Microlite" refers to Microlite S.A., "Nu-Gro" refers to The
Nu-Gro Corporation together with its subsidiaries and "United Pet Group" refers
to United Pet Group, Inc. together with its subsidiaries.

Item 8.01.  OTHER EVENTS.

         On January 5, 2005, the Company issued a press release, attached
hereto as Exhibit 99.3, which press release is incorporated herein by
reference.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

            (c) Exhibits

                Exhibit
                Number           Description of Exhibit

                 99.1       Unaudited pro forma condensed consolidated financial
                            data as of and for the fiscal year ended September
                            30, 2004.

                 99.2       United Industries Corporation unaudited pro forma
                            condensed combined financial information for the
                            nine months ended September 30, 2004 and the year
                            ended December 31, 2003.

                 99.3       Press release dated January 5, 2005.
SIGNATURES

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

Date:  January 6, 2005               RAYOVAC CORPORATION

                                     By:  /s/ Randall J. Steward
                                        ----------------------------------------
                                          Name:  Randall J. Steward
                                          Title: Executive Vice President
                                                 and Chief Financial Officer
EXHIBIT INDEX

                Exhibit
                Number      Description of Exhibit

                 99.1       Unaudited pro forma condensed consolidated
                            financial data as of and for the fiscal year ended
                            September 30, 2004.

                 99.2       United Industries Corporation unaudited pro forma
                            condensed combined financial information for the
                            nine months ended September 30, 2004 and the year
                            ended December 31, 2003.

                 99.3       Press release dated January 5, 2005.