UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________

SCHEDULE 13D/A
(Amendment No. 6)
Under the Securities Exchange Act of 1934

JARDEN CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

471109 10 8

(CUSIP Number)

Scott A. Arenare, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
_____________________________________________

(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)
_____________________________________________

With a copy to:
Andrew R. Brownstein, Esq.
David M. Silk, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000

November 14, 2006
(Date of Event Which Requires Filing of This Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box.  ¨

CUSIP No. (471109 10 8)				SCHEDULE 13D	(Page 2 of 10 Pages)
1	NAME OF REPORTING PERSON
	Warburg Pincus Private Equity VIII, L.P.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	I.R.S. Identification No. 13-4161869
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  ¨
					(b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF    SHARES  BENEFICIALLY  OWNED BY     EACH  REPORTING   PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,256,378 (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			7,089,922 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,089,922 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.9% (see Item 5)
14	TYPE OF REPORTING PERSON*
	PN

*           SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. (471109 10 8)				SCHEDULE 13D	(Page 3 of 10 Pages)
1	NAME OF REPORTING PERSON
	Warburg Pincus Partners LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	I.R.S. Identification No. 13-6358475
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ¨
					(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF    SHARES  BENEFICIALLY  OWNED BY     EACH  REPORTING  PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,256,378 (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			7,089,922 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,089,922 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.9% (see Item 5)
14	TYPE OF REPORTING PERSON*
	OO

*           SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. (471109 10 8)				SCHEDULE 13D	(Page 4 of 10 Pages)
1	NAME OF REPORTING PERSON
	Warburg Pincus & Co.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	I.R.S. Identification No. 13-6358475
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  ¨
					(b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF    SHARES  BENEFICIALLY  OWNED BY     EACH  REPORTING  PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,256,378 (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			7,089,922 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,089,922 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.9% (see Item 5)
14	TYPE OF REPORTING PERSON
	PN

*           SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. (471109 10 8)				SCHEDULE 13D	(Page 5 of 10 Pages)
1	NAME OF REPORTING PERSON
	Warburg Pincus LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	I.R.S. Identification No. 13-3536050
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)  x
					(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF    SHARES  BENEFICIALLY  OWNED BY     EACH  REPORTING  PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,256,378 (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			7,089,922 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,089,922 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.9% (see Item 5)
14	TYPE OF REPORTING PERSON*
	OO

*           SEE INSTRUCTIONS BEFORE FILLING OUT!

                       This Amendment No. 6 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D, as previously amended (the “Schedule 13D”), of Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (“WP VIII”), Warburg Pincus Partners LLC, a New York limited liability company (“WPP LLC”), Warburg Pincus & Co., a New York general partnership (“WP”), and Warburg Pincus LLC, a New York limited liability company (“WP LLC” and, together with WP VIII, WPP LLC and WP, the “Reporting Entities”). The holdings of the Reporting Entities indicated in this Schedule 13D include the holdings of Warburg Pincus Netherlands Private Equity VIII C.V. I (“WPNPE VIII I”) and Warburg Pincus Germany Private Equity VIII KG (“WPGPE VIII”, and together with WP VIII and WPNP E VIII I, the “Investors”). WP, WPP LLC, WP LLC and the Investors are referred to in this Amendment as the “Group Members.” This Schedule 13D relates to the common shares, par value $0.01, of Jarden Corporation, a Delaware corporation (the “Company”).

The Group Members are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Unless set forth below, all previous items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D and any amendments thereto.

ITEM 4.        PURPOSE OF THE TRANSACTION.

Item 4 is hereby amended and supplemented by adding the following thereto:

“On November 8, 2006, the Investors entered into an Underwriting Agreement (the “Underwriting Agreement”) with Lehman Brothers Inc. (“Lehman”), Citigroup Global Markets Inc. (“Citigroup”), Goldman, Sachs & Co. (together with Lehman and Citigroup, the “Underwriters”), the Company and the other selling stockholders named therein, in connection with a public offering of Common Stock by the Investors as discussed in the supplemental prospectus dated November 8, 2006 and filed with the Securities and Exchange Commission on November 9, 2006. Pursuant to the Underwriting Agreement, the Reporting Persons agreed to sell 7,500,000 shares of Common Stock to the Underwriters at a price of $34.891 per share. Under the Underwriting Agreement, the Investors also granted the Underwriters a 3 0-day option beginning on November 14, 2006 to purchase up to 961,625 additional shares of Common Stock from the Investors at a price of $34.891. The foregoing description of the Underwriting Agreement is qualified by reference to the actual terms of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 14, 2006 and is incorporated herein by reference.

On November 8, 2006, the Investors entered into a Lock-Up Agreement (the “Lock-up Agreement”) with the Underwriters pursuant to which the Investors agreed, subject to certain limited exceptions, not to sell shares of Common Stock (or effect certain other transactions or enter into certain other agreements relating to the Common Stock) until the 90th day following the date of the Underwriting Agreement.

-6-

On November 14, 2006, the Investors sold 7,500,000 shares of Common Stock to the Underwriters pursuant to the Underwriting Agreement. The shares of Common Stock sold by the Investors were shares that were subject to the Voting Trust Agreement described in Amendment No. 5 to Schedule 13D filed with the Securities and Exchange Commission on June 9, 2006. Following the sale of the shares, 3,833,544 shares of Common Stock held by the Investors will be subject to the Voting Trust Agreement.”

ITEM 5.         INTEREST IN SECURITIES OF THE ISSUER.

Item 5(a) is hereby amended and restated in its entirety as follows:

“(a)      Due to their respective relationships with each other, as of November 14, 2006, the Group Members may be deemed to beneficially own, in the aggregate, 7,089,922 shares of Common Stock of the Company, representing approximately 9.9% of the outstanding shares of Common Stock, based on (i) 67,455,563 shares of Common Stock outstanding as of October 24, 2006 (as set forth in the supplemental prospectus dated November 8, 2006 and filed with the Securities and Exchange Commission on November 9, 2006) and (ii) 4,000,000 shares of Common Stock sold by the Company on November 14, 2006 pursuant to the Underwriting Agreement. The Group Members are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange A ct.”

Item 5(b) is hereby amended and restated in its entirety as follows:

“(b)      Due to their respective relationship with each other, as of November 14, 2006, each Group Member may be deemed to share with each other the power to vote 3,256,378 shares of Common Stock and the power to dispose of or to direct the disposition of 7,089,922 shares of Common Stock. As noted in Item 4 of this Schedule 13D, 3,833,544 shares of Common Stock beneficially owned by the Group Members are subject to a Voting Trust Agreement, pursuant to which the Trustee has the sole power to vote such 3,833,544 shares of Common Stock (as well as all additional shares of Common Stock that may be issued in respect of such shares). The Voting Trust Agreement, however, does not restrict the Investors’ ability to transfer the Shares, and the terms of the Voting Trust Agreement will not apply t o any Shares so transferred. In addition, the Voting Trust Agreement may be terminated by any of the parties on ten calendar days written notice, and will terminate automatically at such time as the Investors in the aggregate own less than 5% of the then outstanding shares of Common Stock, including the Shares.”

Item 5(c) is hereby amended and supplemented by adding the following thereto:

“(c)     The information contained in Item 4 is incorporated herein by reference.”

ITEM 6.        CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is hereby amended and supplemented by adding the following thereto:

-7-

“The information contained in Item 4 is incorporated herein by reference.”

ITEM 7.         MATERIAL TO BE FILED AS EXHIBITS.

Item 7 is hereby amended and supplemented by adding the following thereto:

“8.      Underwriting Agreement, dated as of November 8, 2006, by and among 
Lehman Brothers Inc., Citigroup Global Markets Inc., Goldman, Sachs & 
Co., the Company, Warburg Pincus Private Equity VIII, L.P., Warburg 
Pincus Netherlands Private Equity VIII I, C.V., Warburg Pincus Germany 
Private Equity VIII, K.G. and the other selling stockholders named therein 
(incorporated in this Schedule 13D by reference to Exhibit 1.1 of the 
Current Report on Form 8-K filed by Jarden Corporation on November 14, 
2006)” 

-8-

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 15, 2006

WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By: Warburg Pincus Partners LLC,
	its General Partner
By:	Warburg Pincus & Co.,
	its Managing Member
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner
WARBURG PINCUS PARTNERS LLC
By: Warburg Pincus & Co.,
	its Managing Member
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner
WARBURG PINCUS & CO.
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner
WARBURG PINCUS LLC
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title:  Managing Director

INDEX OF EXHIBITS

1.	Joint Filing Agreement, dated as of June 14, 2005, by and among Warburg Pincus Private Equity VIII, L.P.; Warburg Pincus & Co.; and Warburg Pincus LLC (filed previously)
2.	Purchase Agreement, dated as of September 19, 2004, by and between Jarden Corporation and Warburg Pincus Private Equity VIII, L.P. (incorporated in this Schedule 13D by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Jarden Corporation on September 23, 2004)
3.	Form of Certificate of Designations, Preferences and Rights of Series B Convertible Participating Preferred Stock of Jarden Corporation.  (incorporated in this Schedule 13D by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by Jarden Corporation on September 23, 2004)
4.	Form of Certificate of Designations, Preferences and Rights of Series C Mandatory Convertible Participating Preferred Stock of Jarden Corporation. (incorporated in this Schedule 13D by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by Jarden Corporation on September 23, 2004)
5.	Assignment and Joinder Agreement, dated October 8, 2004, by and among Jarden Corporation, Catterton Partners V, L.P., Catterton Partners V Offshore, L.P., Catterton Coinvest I, L.L.C., Warburg Pincus Netherlands Private Equity VIII C.V. I, Warburg Pincus Netherlands Private Equity VIII C.V. II, Warburg Pincus Germany Private Equity VIII KG and Warburg Pincus Private Equity VIII, L.P. (filed previously)
6.	Escrow Agreement, dated as of October 8, 2004, by and among Jarden Corporation, Warburg Pincus Private Equity VIII, L.P. and National City Bank, a national banking association, as escrow agent. (filed previously)
7.	Voting Trust Agreement, dated as of June 8, 2006, by and among Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII I, C.V., Warburg Pincus Germany Private Equity VIII, K.G. and Martin E. Franklin
8.	Underwriting Agreement, dated as of November 8, 2006, by and among Lehman Brothers Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., the Company, Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII I, C.V., Warburg Pincus Germany Private Equity VIII, K.G. and the other selling stockholders named therein (incorporated in this Schedule 13D by reference to Exhibit 1.1 of the Current Report on Form 8-K filed by Jarden Corporation on November 14, 2006)