Exhibit 3.3

                            CERTIFICATE OF FORMATION
                                       OF
                       PRESTIGE BRANDS INTERNATIONAL, LLC


                                     * * * *
           ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 18-101
                      OF THE LIMITED LIABILITY COMPANY ACT
                            OF THE STATE OF DELAWARE
                                     * * * *


     The undersigned, being duly authorized to execute and file this Certificate
of Formation for the purpose of forming a limited liability company pursuant to
the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq.,
does hereby certify as follows:

                                      FIRST

     The name of the limited liability company is Prestige Brands International,
LLC (the "Company").

                                     SECOND

     The Company's registered office in the State of Delaware is located at 9
East Loockerman Street, Suite #1B, City of Dover, County of Kent, DE 19901. The
registered agent of the Company for service of process at such address is
National Registered Agents, Inc.

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Formation as of the 26th day of March, 2004.


                                        /S/ THADDINE G. GOMEZ
                                        ------------------------------
                                        Thaddine G. Gomez
                                        Authorized Person