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

                                  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 8, 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 2.02.  Results of Operations and Financial Condition.

     On November 15, 2005, Prestige Brands Holdings, Inc. (the "Company") issued
the press  release that is  furnished as Exhibit 99.1 to this Current  Report on
Form 8-K, which by this reference is incorporated  herein as if copied verbatim,
with respect to second  quarter  results and earnings  guidance for fiscal 2006,
other   information  and  the  conference  call  to  be  held  to  discuss  this
information,  as well as the matters  discussed under Item 4.02(a) below,  which
include adjustments to prior period financial results.


Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.

     As a  result  of a  review  of  certain  of  its  accounting  policies  and
procedures , the Company  determined  that it may have  erroneously  applied the
guidance  in (a) Staff  Accounting  Bulletin  104 in  recognizing  revenue  upon
shipment of product to customers , (b) Emerging Issues Task Force Issue 01-09 as
it relates to the proper  classification of certain trade promotion  allowances,
and (c) Statement of Financial Accounting Standards No. 128 as it relates to the
inclusion of unvested,  restricted  common shares in the computation of earnings
per share.  At the direction of the Audit  Committee of the  Company's  Board of
Directors,  an independent  review of these accounting issues was performed with
the assistance of independent counsel and forensic accountants.  The findings of
this review were discussed with the Audit Committee on November 8, 2005.

     Management  and  the  audit   committee   discussed   their  findings  with
PricewaterhouseCoopers   LLP,  the  Company's   independent   registered  public
accounting firm, and concluded that, in light of the accounting errors discussed
above,  the financial  statements  for the years ended March 31, 2005,  2004 and
2003 and the quarterly data for the years ended March 31, 2005 and 2004 included
in the  Company's  Annual  Report on Form 10-K for the year ended March 31, 2005
and the  financial  statements  for the  quarters  ended June 30,  2005 and 2004
included in the  Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 2005 should no longer be relied upon.  The Company will file an amended
Form 10-Q/A for the quarter  ended June 30, 2005 and amended Form 10-K/A for the
year ended March 31, 2005 as soon as practicable.

     The  Company  has  discussed  the  matters   referenced  in  the  preceding
paragraphs and has provided an analysis of the  restatement in the press release
attached  as  Exhibit  99.1  (the  "Press  Release")  in  the  section  entitled
"Restatement of Prior Period Financial Statements " (the "Restatement Section"),
and by this  reference  the  Restatement  Section is  incorporated  herein as if
copied verbatim and shall be the only portion of the Press Release deemed filed.
The restatement and its effects upon the Company's  statements of operations and
balance  sheets  are  summarized  in a table  that is an  exhibit  to the  Press
Release, which also is incorporated herein by this reference.


Item 7.01.  Regulation FD Disclosure.

     The  information  set forth in Item 2.02 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 issued by Prestige Brands Holdings,  Inc. dated November
15, 2005.


<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": 6239}]
{"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": "051204533"}, "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 8, 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 2.02.  Results of Operations and Financial Condition.

     On November 15, 2005, Prestige Brands Holdings, Inc. (the "Company") issued
the press  release that is  furnished as Exhibit 99.1 to this Current  Report on
Form 8-K, which by this reference is incorporated  herein as if copied verbatim,
with respect to second  quarter  results and earnings  guidance for fiscal 2006,
other   information  and  the  conference  call  to  be  held  to  discuss  this
information,  as well as the matters  discussed under Item 4.02(a) below,  which
include adjustments to prior period financial results.

Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.

     As a  result  of a  review  of  certain  of  its  accounting  policies  and
procedures , the Company  determined  that it may have  erroneously  applied the
guidance  in (a) Staff  Accounting  Bulletin  104 in  recognizing  revenue  upon
shipment of product to customers , (b) Emerging Issues Task Force Issue 01-09 as
it relates to the proper  classification of certain trade promotion  allowances,
and (c) Statement of Financial Accounting Standards No. 128 as it relates to the
inclusion of unvested,  restricted  common shares in the computation of earnings
per share.  At the direction of the Audit  Committee of the  Company's  Board of
Directors,  an independent  review of these accounting issues was performed with
the assistance of independent counsel and forensic accountants.  The findings of
this review were discussed with the Audit Committee on November 8, 2005.

     Management  and  the  audit   committee   discussed   their  findings  with
PricewaterhouseCoopers   LLP,  the  Company's   independent   registered  public
accounting firm, and concluded that, in light of the accounting errors discussed
above,  the financial  statements  for the years ended March 31, 2005,  2004 and
2003 and the quarterly data for the years ended March 31, 2005 and 2004 included
in the  Company's  Annual  Report on Form 10-K for the year ended March 31, 2005
and the  financial  statements  for the  quarters  ended June 30,  2005 and 2004
included in the  Company's  Quarterly  Report on Form 10-Q for the quarter ended
June 30, 2005 should no longer be relied upon.  The Company will file an amended
Form 10-Q/A for the quarter  ended June 30, 2005 and amended Form 10-K/A for the
year ended March 31, 2005 as soon as practicable.

     The  Company  has  discussed  the  matters   referenced  in  the  preceding
paragraphs and has provided an analysis of the  restatement in the press release
attached  as  Exhibit  99.1  (the  "Press  Release")  in  the  section  entitled
"Restatement of Prior Period Financial Statements " (the "Restatement Section"),
and by this  reference  the  Restatement  Section is  incorporated  herein as if
copied verbatim and shall be the only portion of the Press Release deemed filed.
The restatement and its effects upon the Company's  statements of operations and
balance  sheets  are  summarized  in a table  that is an  exhibit  to the  Press
Release, which also is incorporated herein by this reference.

Item 7.01.  Regulation FD Disclosure.

     The  information  set forth in Item 2.02 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 issued by Prestige Brands Holdings,  Inc. dated November
15, 2005.
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