8-A12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

SPECTRUM BRANDS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware	27-2166630
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
c/o Russell Hobbs, Inc. 3633 S. Flamingo Road, Miramar, FL	33027
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be registered	Name of each exchange on which each class is to be registered
Common Stock, par value $0.01 per share	New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration file number to which this form relates (if applicable):  333-165769

Securities to be registered pursuant to Section 12(g) of the Act:  None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant’s Securities to be Registered.

This registration statement is being filed with respect to the shares of Common Stock, par value $0.01 per share (the “Shares”), of Spectrum Brands Holdings, Inc., a Delaware corporation (the “Registrant”).  This registration statement is filed in connection  with the listing of the Shares with New York Stock Exchange.

The information required by this Item 1 with respect to the Shares is incorporated by reference from the information set forth under the caption “Description of SB Holdings Capital Stock” in Amendment No. 2 to the Registrant’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on May 7, 2010 (File No. 333-165769).

Item 2.  Exhibits.

Exhibit Number	Description of Exhibit
3.1	Form of Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of Amendment No. 1 to the Registrant’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on May 3, 2010 (File No. 333-165769)).
3.2	Form of Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 29, 2010 (File No. 333-165769)).
4.1	Registrant's specimen Share certificate.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated:  May 27, 2010

SPECTRUM BRANDS HOLDINGS, INC.
By:	/s/ Lisa R. Carstarphen
	Name:   Lisa R. Carstarphen
	Title:     Vice President and Secretary

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
3.1	Form of Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of Amendment No. 1 to the Registrant’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on May 3, 2010 (File No. 333-165769)).
3.2	Form of Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 29, 2010 (File No. 333-165769)).
4.1	Registrant's specimen Share certificate.

EX-4.1

Exhibit 4.1

NUMBER		shares
	FORMED UNDER THE LAWS OF THE STATE OF DELAWARE
	Spectrum Brands Holdings, Inc.
		See Reverse for Certain Definitions
	TOTAL AUTHORIZED ISSUE  SHARES $0.01 PAR VALUE COMMON STOCK

This is to Certify that   SPECIMEN   is the owner of

                                                                                                                                          & #160;                                 

transferable on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.

Witness, the seal of the Corporation and the signatures of its duly authorized officers.

Dated

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	- as tenants in common	UNIF TRANSFERS MIN ACT-		Custodian
			(Cust)		(Minor)
TEN ENT	- as tenants by the entireties	under Uniform Transfers to Minors Act.
			(State)
JT TEN	- as joint tenants with right of survivorship and not as tenants in common
	Additional abbreviations may also be used though not in the above list

For value received __________ hereby sell, assign, and transfer unto

PLEASE  INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
	Shares

represented by the within Certificate, and do hereby irrevocably constitute and appoint

 Attorney

to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises.

Dated
	In presence of

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.