8-K

                                  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:

                                  July 17, 2006
                   ------------------------------------------
                        (Date of earliest event reported)


                              SPECTRUM BRANDS, INC.
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               (Exact Name of Registrant as Specified in Charter)



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


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

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

                                       N/A
          -------------------------------------------------------------
          (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 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

(a)   The following information, including the Exhibit attached hereto, is being
furnished pursuant to this Item 2.02 and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.

On July 17, 2006, Spectrum Brands, Inc. issued a press release discussing its
estimated financial results for its third fiscal quarter of 2006 ended June 30,
2006 and for its fiscal year ended September 30, 2006. A copy of the press
release is furnished as Exhibit 99.1 to this report.

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d)      99.1 Press Release dated July 17, 2006 issued by Spectrum Brands, Inc.





                                   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:  July 17, 2006                     SPECTRUM BRANDS, INC.



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






EXHIBIT INDEX

Exhibit        Description
- -------        -----------

99.1           Press Release dated July 17, 2006 issued by Spectrum Brands, Inc.

EX-99.1

                                                                    Exhibit 99.1

     Spectrum Brands Announces Reduced 2006 Earnings Expectations

    ATLANTA--(BUSINESS WIRE)--July 17, 2006--Spectrum Brands (NYSE:
SPC) announced today that its preliminary forecast of fiscal third
quarter financial results indicates that full year 2006 earnings will
be substantially lower than the latest earnings guidance provided in
the company's May 2, 2006 earnings release.
    Spectrum Brands' disappointing third quarter performance was
attributable in large part to lower-than-expected sales volumes,
particularly in the company's European consumer battery business.
Additionally, North American sales were negatively impacted by
lower-than-expected results from shaving and grooming products at
Father's Day and retail inventory reductions on the part of several
large customers in the company's lawn and garden category.
    Despite disappointing third quarter results, the company
anticipates it will be in compliance with its senior credit facility
debt covenants for the fiscal third quarter based on its preliminary
estimates.
    Spectrum Brands also announced that it is has engaged Goldman
Sachs and Co. as financial advisor to assist the company in evaluating
potential selective asset sales designed to sharpen the company's
focus on strategic growth businesses, maximize long-term shareholder
value, and reduce outstanding indebtedness. No assurance can be given
that any transaction will be pursued as a result of this review, or if
a transaction is pursued, that it will be consummated.
    Spectrum Brands will release complete third quarter financial
results and will host a conference call with senior management on
Thursday, August 3, at 8:30 a.m. A live webcast of the call will be
made available at www.spectrumbrands.com.

    About Spectrum Brands, Inc.

    Spectrum Brands is a global consumer products company and a
leading supplier of batteries and portable lighting, lawn and garden
care products, specialty pet supplies, shaving and grooming and
personal care products, and household insecticides. Spectrum Brands'
products are sold by the world's top 25 retailers and are available in
more than one million stores in 120 countries around the world. The
company's stock trades on the New York Stock Exchange under the symbol
SPC.

    Certain matters discussed in this news release, with the exception
of historical matters, may be forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to a number of risks and uncertainties 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) changes in consumer demand for the various types of products
Spectrum Brands offers, (3) changes in the general economic conditions
where Spectrum Brands does business, such as stock market prices,
interest rates, currency exchange rates, inflation, consumer spending
and raw material costs, (4) the company's ability to successfully
implement manufacturing, distribution and other cost efficiencies, (5)
the consummation of potential transactions or the terms and conditions
of such transactions as discussed in this press release and various
other factors, including those discussed herein and those set forth in
Spectrum Brands' securities filings, including the most recently filed
Form 10-Q and Annual Report on Form 10-K.

    CONTACT: Spectrum Brands, Inc., Atlanta
             Investor Contact:
             Nancy O'Donnell, 770-829-6208
             david.doolittle@ketchum.com
                 or
             Ketchum for Spectrum Brands
             Media Contact:
             Dave Doolittle, 404-879-9266