8-K

                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


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                                  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): June 25, 2001



                            Rayovac Corporation
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           (Exact name of registrant as specified in its charter)


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


601 Rayovac Drive                 Madison, WI                         53711
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(Address of principal executive offices)                           (Zip Code)


                               (608) 275-3340
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                           Registrant's telephone number
                                including area code


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


Item 5.           Other Events.

                  On June 25, 2001, Rayovac Corporation (the "Company")
issued a press release announcing the pricing terms for the tender offer
for all of its outstanding $65 million principal amount of 10 1/4% Series B
Senior Subordinated Notes due 2006.

                  A copy of the press release issued by the Company dated
June 25, 2001 is attached as Exhibit 99.1 hereto and incorporated by
reference herein.



Item 7.           Financial Statements, Pro Forma Financial Information and
Exhibits.

(c) Exhibits.

99.1     Press Release dated June 25, 2001 issued by the Company.





                                 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 thereto duly authorized.


                               RAYOVAC CORPORATION



Date:  June  25, 2001          By: /s/ Randall J. Steward
                                  ----------------------------------
                                  Name:  Randall J. Steward
                                  Title: Executive Vice President of
                                         Administration and Chief
                                         Financial Officer


                               EXHIBIT INDEX

Exhibit                    Description

99.1                       Press Release dated June 25, 2001 issued by the
                           Company.

EX-99

                       RAYOVAC CORPORATION ANNOUNCES
                    PRICING OF THE TENDER OFFER FOR ITS
                   OUTSTANDING SENIOR SUBORDINATED NOTES


         Madison, WI, June 25, 2001 /PRNewswire/ -- Rayovac Corporation
("Rayovac") announced today the pricing terms for the tender offer for all
of its outstanding $65 million principal amount of 10 1/4% Series B Senior
Subordinated Notes due 2006 (the "Notes").

         The reference U.S. Treasury Bond is the U.S. Treasury 6-1/4% Bond
due October 31, 2001; the yield on the reference U.S. Treasury Bond and the
tender offer yield are 3.557% and 4.057%, respectively; and the total
consideration per $1,000 principal amount for holders who tendered prior to
the consent payment deadline of 5:00 p.m. New York time on June 13, 2001 is
$1,071.20, of which $30.00 is a consent payment and $1,041.20 is a tender
payment. Holders tendering after the consent payment deadline but prior to
the expiration date will receive the tender payment. In addition, tendering
holders of the Notes will receive accrued interest through the settlement
date.

         The tender offer will expire at 11:59 p.m., New York City time, on
June 27, 2001 (the "Expiration Date"). Rayovac anticipates depositing
sufficient funds with the depositary for payment of the Notes on or about
June 28, 2001.

         In connection with the offer, Rayovac sought and received consents
to eliminate or modify substantially all of the covenants and certain
events of default in the indenture relating to the Notes. The supplemental
indenture incorporating the amendments has been executed and the amendments
will become operative when the tendered notes are accepted for payment.

         Information regarding the pricing, tender and delivery procedures
and conditions of the tender offer and consent solicitation is contained in
the Offer to Purchase and Consent Solicitation Statement dated May 31, 2001
and related documents. Copies of these documents can be obtained by
contacting D.F. King & Co., Inc., the information agent for the tender
offer and consent solicitation, at (800) 848-3409 (toll free) or (212)
269-5550 (collect). Banc of America Securities LLC is the exclusive dealer
manager for the tender offer and consent solicitation. Additional
information concerning the terms and conditions of the tender offer and
consent solicitation may be obtained by contacting Banc of America
Securities LLC at 888-292-0070 (toll free) or 704-388-1457 (collect).

         Rayovac is one of the world's leading battery and lighting device
companies and the fastest growing manufacturers of general batteries in the
United States. The Company also markets the number one rechargeable brand
of battery and is the world leader in hearing aid batteries. Rayovac is
traded on the New York Stock Exchange under the ROV symbol.

         This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to the
Notes. The offer and consent solicitation are made solely by the Offer to
Purchase and Consent Solicitation Statement, as the same may be amended
from time to time.

         Certain matters discussed in this news release, with the exception
of historical matters, are forward-looking statements within the meaning of
the Private Litigation Reform Act of 1995. These statements are subject to
a number of risks, uncertainties and other factors that could cause results
to differ materially from those anticipated as of the date of this release.
Actual results may differ materially from these statements as a result of
(1) changes in external competitive market factors, such as introduction of
new product features or technological developments, development of new
competitors or competitive brands or competitive promotional activity or
spending, (2) unanticipated changes in consumer demand for the various
types of consumer batteries, (3) unanticipated changes in the general
economic conditions where we do business, such as stock market prices,
interest rates, inflation and raw material costs, and (4) various other
factors, including those discussed herein and those set forth in the
Company's most recent Annual Report on Form 10-K and Registration Statement
on Form S-3.