================================================================================

                                  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 (date of earliest event reported): November 9, 2005
                                                         -----------------------

                         PRESTIGE BRANDS HOLDINGS, INC.


    Delaware                        001-32433                      20-1297589
---------------                   ------------                   ---------------
(State or Other Jurisdiction   (Commission File Number)      (I.R.S. Employer
  of Incorporation)                                         Identification No.)

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

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

Check the appropriate  box 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.13e-4(c))

================================================================================

<PAGE>

Item 1.01.  Entry into Material Definitive Agreement.

     (a) On November 9, 2005, Prestige Brands, Inc. (the "Borrower")and Prestige
Brands  International  LLC (the  "Parent")  entered into an Amendment  No. 2 and
Waiver to the Credit Agreement  ("Amendment No. 2") with the Lenders and Issuers
party  thereto and Citicorp  North  America,  Inc., as agent for the Lenders and
Issuers, Bank of America, N.A., as syndication agent, and Merrill Lynch Capital,
a division of Merrill Lynch Business Financial Services,  Inc., as documentation
agent.  The Borrower and the Parent are indirect  wholly owned  subsidiaries  of
Prestige  Brands  Holdings,  Inc.  Amendment No. 2, among other  things,  waives
certain events of default and deletes future delivery  requirements in each case
with respect to consolidating financial statements. A specimen copy of Amendment
No. 2 was filed as  Exhibit  99.1 to the  Company's  Current  Report on Form 8-K
dated October 31, 2005 and filed with the  Commission on November 1, 2005 and is
incorporated herein by this reference.


     (b) On November 9, 2005,  Prestige  Brands  Holdings,  Inc. (the "Company")
completed the purchase of Dental Concepts,  LLC ("Dental  Concepts")  through an
acquisition of all of its outstanding membership interests. The letter of intent
with respect to that transaction previously was announced on September 19, 2005.
Item 1.01 of the  Company's  Current  Report on Form 8-K filed on September  19,
2005 is hereby  incorporated  by  reference.  The purchase  price for the Dental
Concepts  membership  interests  was $30.6  million  (including  purchase  price
adjustments),  which was paid through the Company's  accessing its existing line
of credit.  On November 14, 2005, the Company issued a press release,  a copy of
which is attached  hereto as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated  herein by this  reference,  announcing the execution of the Dental
Concepts definitive purchase agreement.



Item 7.01.  Regulation FD Disclosure.

     The  information  set forth in Item 1.01 above is incorporated by reference
as if fully set forth herein.


Item 9.01.  Financial Statements and Exhibits.

(a) Financial Statements. None

(b) Pro Forma Financial Information. None

(c) Exhibits.

     99.1 Press Release dated  November 14, 2005  Regarding  Execution of Dental
Concepts Definitive Purchase Agreement



<PAGE>


                                    SIGNATURE

     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.

Dated:  November 15, 2005                   PRESTIGE BRANDS HOLDINGS, INC.


                                            By: /s/ Charles N. Jolly
                                               ---------------------------------
                                            Name: Charles N. Jolly
                                            Title: General Counsel
[{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "secsgml_size_bytes": 5088}]
{"company-data": {"conformed-name": "Prestige Brands Holdings, Inc.", "cik": "0001295947", "assigned-sic": "2834", "irs-number": "201297589", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-32433", "film-number": "051204330"}, "business-address": {"street1": "90 NORTH BROADWAY", "city": "IRVINGTON", "state": "NY", "zip": "10533", "phone": "(914) 524-6810"}, "mail-address": {"street1": "90 NORTH BROADWAY", "city": "IRVINGTON", "state": "NY", "zip": "10533"}, "former-company": {"former-conformed-name": "Prestige Household Brands, Inc.", "date-changed": "20040630"}}
================================================================================

                                  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 (date of earliest event reported): November 9, 2005
                                                         -----------------------

                         PRESTIGE BRANDS HOLDINGS, INC.

    Delaware                        001-32433                      20-1297589
---------------                   ------------                   ---------------
(State or Other Jurisdiction   (Commission File Number)      (I.R.S. Employer
  of Incorporation)                                         Identification No.)

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

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

Check the appropriate  box 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.13e-4(c))

================================================================================
Item 1.01.  Entry into Material Definitive Agreement.

     (a) On November 9, 2005, Prestige Brands, Inc. (the "Borrower")and Prestige
Brands  International  LLC (the  "Parent")  entered into an Amendment  No. 2 and
Waiver to the Credit Agreement  ("Amendment No. 2") with the Lenders and Issuers
party  thereto and Citicorp  North  America,  Inc., as agent for the Lenders and
Issuers, Bank of America, N.A., as syndication agent, and Merrill Lynch Capital,
a division of Merrill Lynch Business Financial Services,  Inc., as documentation
agent.  The Borrower and the Parent are indirect  wholly owned  subsidiaries  of
Prestige  Brands  Holdings,  Inc.  Amendment No. 2, among other  things,  waives
certain events of default and deletes future delivery  requirements in each case
with respect to consolidating financial statements. A specimen copy of Amendment
No. 2 was filed as  Exhibit  99.1 to the  Company's  Current  Report on Form 8-K
dated October 31, 2005 and filed with the  Commission on November 1, 2005 and is
incorporated herein by this reference.

     (b) On November 9, 2005,  Prestige  Brands  Holdings,  Inc. (the "Company")
completed the purchase of Dental Concepts,  LLC ("Dental  Concepts")  through an
acquisition of all of its outstanding membership interests. The letter of intent
with respect to that transaction previously was announced on September 19, 2005.
Item 1.01 of the  Company's  Current  Report on Form 8-K filed on September  19,
2005 is hereby  incorporated  by  reference.  The purchase  price for the Dental
Concepts  membership  interests  was $30.6  million  (including  purchase  price
adjustments),  which was paid through the Company's  accessing its existing line
of credit.  On November 14, 2005, the Company issued a press release,  a copy of
which is attached  hereto as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated  herein by this  reference,  announcing the execution of the Dental
Concepts definitive purchase agreement.

Item 7.01.  Regulation FD Disclosure.

     The  information  set forth in Item 1.01 above is incorporated by reference
as if fully set forth herein.

Item 9.01.  Financial Statements and Exhibits.

(a) Financial Statements. None

(b) Pro Forma Financial Information. None

(c) Exhibits.

     99.1 Press Release dated  November 14, 2005  Regarding  Execution of Dental
Concepts Definitive Purchase Agreement
SIGNATURE

     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.

Dated:  November 15, 2005                   PRESTIGE BRANDS HOLDINGS, INC.

                                            By: /s/ Charles N. Jolly
                                               ---------------------------------
                                            Name: Charles N. Jolly
                                            Title: General Counsel