S-3/A

          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 2005
                                               REGISTRATION FILE NO.: 333-123218
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               JARDEN CORPORATION
               (Exact name of registrant as specified in charter)

           DELAWARE                                             35-1828377
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                            555 THEODORE FREMD AVENUE
                                  RYE, NY 10580
                                 (914) 967-9400

     (Address, including zip code and telephone number, including area code,
                  of registrant's principal executive offices)

                               MARTIN E. FRANKLIN
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                               JARDEN CORPORATION
                            555 THEODORE FREMD AVENUE
                                  RYE, NY 10580
                                 (914) 967-9400

       (Name, address, including zip code and telephone number, including
                   area code, of agent for service of process)

                                    COPY TO:

                            ROBERT L. LAWRENCE, ESQ.
                               KANE KESSLER, P.C.
                           1350 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10019
                                 (212) 541-6222

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     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than the securities offered only
in connection with dividend or interest reinvestment plans, check the following
box. [X]



     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE




- ---------------------------------------------------------------------------------------------------------------------

TITLE OF EACH CLASS OF                           PROPOSED MAXIMUM      PROPOSED MAXIMUM
      SECURITIES              AMOUNT TO BE        OFFERING PRICE           AGGREGATE                     AMOUNT OF
   TO BE REGISTERED        REGISTERED (1) (2)      PER SHARE (3)   OFFERING PRICE PER SHARE (3)      REGISTRATION FEE
   ----------------        ------------------      -------------   ----------------------------      ----------------

Common Stock, par value
$0.01 per share               15,628,492           $43.52 (4)           $680,151,971.84                $80,054 (5)
- ---------------------------------------------------------------------------------------------------------------------



(1)  Represents (i) 714,286 shares of common stock, par value $0.01 per share
     (the "Common Stock"), of the registrant currently held by certain selling
     stockholders; (ii) an estimated 4,771,938 shares of Common Stock of the
     registrant issuable upon conversion in full of 128,571 shares of the Series
     B Convertible Participating Preferred Stock, par value $0.01 per share (the
     "Series B Preferred Stock"), of the registrant; (iii) an estimated
     10,142,267 shares of Common Stock issuable upon conversion in full of
     200,000 shares of the Series C Mandatory Convertible Participating
     Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"
     and together with the Series B Preferred Stock, the "Preferred Stock"), of
     the registrant (which number of shares of Common Stock assumes the full
     conversion into shares of Common Stock of the shares of Series B Preferred
     Stock issuable upon such Series C Preferred Stock conversion); and (iv) any
     additional shares of Common Stock issuable in connection with certain
     anti-dilution provisions of such preferred stock. For the purpose of
     estimating the number of shares of Common Stock to be included in this
     registration statement upon conversion of the Series B Preferred Stock, the
     registrant calculated 100% of the number of shares of Common Stock issuable
     upon conversion of the Series B Preferred Stock. Each share of Series B
     Preferred Stock is convertible into the number of shares of Common Stock
     obtained by dividing the base liquidation value (which is initially $1,000
     and is subject to accretion) (the "Base Liquidation Value") in effect at
     the time of conversion by the conversion price of $32 (which is subject to
     adjustment). The registrant has assumed the conversion of all outstanding
     shares of Series B Preferred Stock at a Base Liquidation Value of $1,187.69
     (which represents the Base Liquidation Value on the fifth anniversary of
     the initial funding date of the Series B Preferred Stock and the
     registrant's reasonable estimate of the maximum Base Liquidation Value for
     such stock) and a conversion price of $32. For the purposes of estimating
     the number of shares of Common Stock to be included in this registration
     statement upon conversion of the Series C Preferred Stock, the registrant
     calculated 100% of the number of shares of Common Stock issuable upon
     conversion of the Series C Preferred Stock. The Series C Preferred Stock is
     convertible under certain circumstances into a number of shares of fully
     paid and non-assessable shares of both (x) Series B Preferred Stock and (y)
     Common Stock. The number of shares of Series B Preferred Stock into which a
     share of Series C Preferred Stock is convertible is determined by
     multiplying the base liquidation value (which is initially $1,000 and is
     subject to accretion) (the "Base Liquidation Value") in effect at the time
     of conversion by 0.857143 and dividing by $1,000. The number of shares of
     Common Stock into which a share of Series C Preferred Stock is convertible
     is determined by multiplying the Base Liquidation Value in effect at the
     time of conversion by 0.142857 and dividing by the mandatory conversion
     price of $30 (which is subject to adjustment). The registrant has assumed
     the conversion of all outstanding shares of Series C Preferred Stock at a
     Base Liquidation Value of $1,386.51 (which represents the Base Liquidation
     Value as of the fifth anniversary of the initial funding date for the
     Series C Preferred Stock and the registrant's reasonable estimate of the
     maximum Base Liquidation Value for such stock).


(2)  Pursuant to Rule 416 promulgated under the Securities Act, there are also
     registered hereunder such indeterminate number of additional shares of
     Common Stock as may be issued in respect of outstanding Common Stock to the
     selling stockholders to prevent dilution to such Common stockholders
     resulting from stock splits, stock dividends, or similar transactions.


(3)  Estimated for purposes of calculating the registration fee.

(4)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and
     based upon the average of the high and low reported sales prices of our
     common stock on the New York Stock Exchange on March 2, 2005.


(5)  The registration fee of $80,054 was previously paid on March 9, 2005 in
     connection with the initial filing of this registration statement.


                       -----------------------------------

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL



THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES
ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS
THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.




     THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND NEITHER WE NOR THE
SELLING STOCKHOLDERS ARE SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                  SUBJECT TO COMPLETION, DATED APRIL 22, 2005.


                                   PROSPECTUS

                               JARDEN CORPORATION

                       15,628,492 SHARES OF COMMON STOCK,
                            PAR VALUE $0.01 PER SHARE

                                 ---------------

     This prospectus relates to an aggregate of 15,628,492 shares of common
stock, par value $0.01 per share, of Jarden Corporation that may be offered for
sale by the persons named in this prospectus under the caption "Selling
Stockholders" who currently own such shares and who may acquire additional
shares upon conversion of our Series B Convertible Participating Preferred
Stock, par value $0.01 per share, or Series B Preferred Stock, and Series C
Mandatory Convertible Participating Preferred Stock, par value $0.01 per share,
or Series C Preferred Stock.


     Assuming full conversion into shares of our common stock of the Series B
Preferred Stock and Series C Preferred Stock held by the selling stockholders as
of the date hereof, the selling stockholders would be entitled to receive
approximately 10.6 million shares of our common stock in addition to the 714,286
shares of currently outstanding common stock held by the selling stockholders as
of the date hereof. See section entitled "Selling Stockholders" of this
prospectus for an explanation of the assumptions used in calculating the number
of shares of common stock issuable upon conversion of the Series B Preferred
Stock and Series C Preferred Stock.


     We will not receive any of the proceeds from the offer and sale of such
shares of common stock. The selling stockholders will pay or assume brokerage
commissions and similar charges incurred for the sale of these shares of our
common stock.

     The shares of common stock may be offered for sale from time to time by
each selling stockholder acting as principal for its own account or in brokerage
transactions at prevailing market prices or in transactions at negotiated
prices. No representation is made that any shares of common stock will or will
not be offered for sale. It is not possible at the present time to determine the
price to the public in any sale of the shares of common stock by the selling
stockholders and each selling stockholder reserves the right to accept or
reject, in whole or in part, any proposed purchase of shares. Accordingly, the
public offering price and the amount of any applicable underwriting discounts
and commissions will be determined at the time of such sale by the selling
stockholders.


     Our common stock trades on the New York Stock Exchange under the symbol
"JAH." On April 21, 2005, the last reported sale price of our shares on the New
York Stock Exchange was $46.84 per share.


                                 ---------------


     PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 3 AND IN ANY PROSPECTUS
SUPPLEMENT FOR A DESCRIPTION OF THE RISKS YOU SHOULD CONSIDER WHEN EVALUATING
THIS INVESTMENT.


                                 ---------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

               The date of this prospectus is __________ __, 2005.


     You should rely only on the information included in or incorporated by
reference into this prospectus or information we have referred to in this
prospectus. We have not authorized anyone to provide you with information that
is different. This prospectus may only be used where it is legal to sell these
securities. This prospectus is not an offer to sell, or a solicitation of an
offer to buy, in any state where the offer or sale is prohibited. The
information in this prospectus is accurate on the date of this prospectus and
may become obsolete later. Neither the delivery of this prospectus, nor any sale
made under this prospectus will, under any circumstances, imply that the
information in this prospectus is correct as of any date after the date of this
prospectus. References to "Jarden," "we" or "us" refer to Jarden Corporation.


                                TABLE OF CONTENTS


                                                                            Page
PROSPECTUS SUMMARY............................................................1
RISK FACTORS..................................................................3
FORWARD-LOOKING STATEMENTS....................................................16
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................16
THE COMPANY...................................................................17
USE OF PROCEEDS...............................................................18
SELLING STOCKHOLDERS..........................................................18
DESCRIPTION OF COMMON STOCK...................................................26
PLAN OF DISTRIBUTION..........................................................27
WHERE YOU CAN FIND MORE INFORMATION...........................................29
EXPERTS.......................................................................29
LEGAL MATTERS.................................................................30




                                       i




                               PROSPECTUS SUMMARY

     This prospectus contains forward- looking statements which involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward- looking statements as a result of certain factors
appearing under "Risk Factors" and elsewhere in this prospectus.

     This is only a summary and does not contain all of the information that you
should consider before investing in our common stock. You should read the entire
prospectus carefully, including the "Risk Factors" section, as well as the
financial statements and other information incorporated by reference into this
prospectus under "Where You Can Find More Information," before making an
investment decision.

THE COMPANY

     We are a global provider of a diversified array of branded consumer
products marketed under well-known brand names including Ball(R), Bee(R),
Bicycle(R), Campingaz(R), Coleman(R), Crawford(R), Diamond(R), First Alert(R),
FoodSaver(R), Forster(R), Health o metEr(R), Hoyle(R), Kerr(R), Lehigh(R),
Leslie-Locke(R), Loew-Cornell(R), Mr. Coffee(R), Oster(R), Sunbeam(R) and
VillaWare(R). Jarden operates through four businEss segments: Branded
Consumables, Consumer Solutions, Outdoor Solutions and Other. Headquartered in
Rye, New York, Jarden has approximately 9,200 employees worldwide.

     The mailing address and telephone number of our principal executive offices
are 555 Theodore Fremd Avenue, Rye, New York 10580 and (914) 967-9400. Our
website is www.jarden.com. The information found on our website and on websites
linked to it are not incorporated into or a part of this prospectus.

THE OFFERING

     The offering relates to the disposition of up to an aggregate of 15,628,492
shares of common stock, par value $0.01 per share, by certain selling
stockholders. On January 24, 2005, these selling stockholders acquired from us
714,286 shares of our common stock, 128,571 shares of our Series B Convertible
Participating Preferred Stock, par value $0.01 per share ("Series B Preferred
Stock"), and 200,000 shares of our Series C Mandatory Convertible Participating
Preferred Stock, par value $0.01 per share ("Series C Preferred Stock" and
together with the Series B Preferred Stock, the "Preferred Stock"). The Series B
Preferred Stock is convertible at a holder's option into a number of fully paid
and non-assessable shares of our common stock. The Series C Preferred Stock
shall convert upon the occurrence of certain circumstances into a number of
fully paid and non-assessable shares of both our common stock and Series B
Preferred Stock. Under other circumstances, the Series C Preferred Stock is
convertible at a holder's option into the same number of fully paid and
non-assessable shares of our common stock into which the shares would be
convertible if the conversion were mandatory.


Common stock outstanding as of        29,213,120 shares
April 15, 2005:


Shares of common stock offered by     15,628,492 total shares consisting of:
selling stockholders:
                                      o    714,286 shares of common stock;

                                      o    4,771,938 shares of common stock
                                           issuable upon conversion of the
                                           Series B Preferred Stock; and

                                      o    10,142,267 shares of common stock
                                           issuable upon full conversion of the
                                           Series C Preferred Stock (which
                                           number includes the full conversion
                                           into shares of common stock of the
                                           shares of Series B Preferred Stock
                                           issuable upon such Series C Preferred
                                           Stock conversion). See the "Selling
                                           Stockholders" section of this
                                           prospectus for an explanation of the
                                           assumptions used in calculating the
                                           number of shares of common stock
                                           issuable upon conversion of the
                                           Series B Preferred Stock and Series C
                                           Preferred Stock.

                                      -1-


                                      14,914,205 of the 15,628,492 shares of
                                      common stock being offered by the selling
                                      stockholders pursuant to this prospectus
                                      are not currently outstanding.

                                      In addition, the shares of our common
                                      stock offered by this prospectus shall
                                      include an indeterminate number of
                                      additional shares of our common stock as
                                      may be issued to the selling stockholders
                                      to prevent dilution resulting from stock
                                      splits, stock dividends or similar
                                      transactions and certain other events
                                      specified in the terms of the certificates
                                      of designation relating to the Series B
                                      Preferred Stock and the Series C Preferred
                                      Stock, respectively.

Use of Proceeds:                      We will not receive any proceeds from the
                                      sale of the shares of our common stock
                                      offered and sold by the selling
                                      stockholders pursuant to this prospectus.
                                      The selling stockholders will receive all
                                      of the proceeds from any such sales. See
                                      section entitled "Selling Stockholders."








                                      -2-




                                  RISK FACTORS

     Investing in our common stock involves risks, including the risks described
in this prospectus, in any prospectus supplement and in the other documents that
are incorporated herein by reference. You should carefully consider the risk
factors together with all of the other information and data included in this
prospectus, any prospectus supplement and the documents that are incorporated
herein by reference before you decide to acquire any of our common stock. If any
of the following risks actually occur, our business, results of operations and
financial condition may suffer.

RISKS RELATING TO OUR BUSINESS

OUR SALES ARE HIGHLY DEPENDENT ON PURCHASES FROM SEVERAL LARGE CUSTOMERS AND ANY
SIGNIFICANT DECLINE IN THESE PURCHASES OR PRESSURE FROM THESE CUSTOMERS TO
REDUCE PRICES COULD HAVE A NEGATIVE EFFECT ON OUR FUTURE FINANCIAL PERFORMANCE.

     Due to consolidation in the U.S. retail industry, our customer base has
become relatively concentrated. On a historical basis in 2004, one customer,
Wal-Mart, accounted for approximately 17% of our consolidated net sales. On a
pro forma basis, giving effect to our acquisitions of Bicycle Holding, Inc. and
American Household, Wal-Mart accounted for approximately 21% of our 2004
consolidated net sales. Our next four largest customers, in the aggregate,
accounted for approximately 16% of our 2004 pro forma sales. A significant
reduction in purchases from Wal-Mart could have a material adverse effect on our
business, results of operations and financial condition.

     Although we have long-established relationships with many of our customers,
we do not have any long-term supply or binding contracts or guarantees of
minimum purchases. Purchases by our customers are generally made using
individual purchase orders. As a result, these customers may cancel their
orders, change purchase quantities from forecast volumes, or delay purchases for
a number of reasons beyond our control. Significant or numerous cancellations,
reductions, or delays in purchases by customers could have a material adverse
effect on our business, results of operations and financial condition. In
addition, because many of our costs are fixed, a reduction in customer demand
could have an adverse effect on our gross profit margins and operating income.

     We depend on a continuous flow of new orders from our large, high-volume
retail customers; however, we may be unable to continually meet the needs of our
customers. Furthermore, on-time delivery and satisfactory customer service are
becoming increasingly important to our customers. Retailers are increasing their
demands on suppliers to:

     o   reduce lead times for product delivery, which may require us to
         increase inventories;

     o   improve customer service, such as with direct import programs whereby
         product is supplied directly to retailers from third party suppliers;
         and

     o   adopt new technologies related to inventory management such as Radio
         Frequency Identification, otherwise known as RFID, technology, which
         may have substantial implementation costs.

     We cannot provide any assurance that we can continue to successfully meet
the needs of our customers. A substantial decrease in sales to any of our major
customers could have a material adverse effect on our business, results of
operations and financial condition.


SALES OF OUR PRODUCTS ARE SEASONAL, WHICH MAY CAUSE OUR OPERATING RESULTS TO
VARY FROM QUARTER TO QUARTER.


     Sales of certain of our products are seasonal. Sales of our outdoor
solutions products increase during warm weather months and decrease during
winter. Additionally, sales of our home canning products generally reflect the
pattern of the growing season, sales of our home improvement products are
concentrated in the spring and summer months and sales of our consumer solutions
products generally are strongest in the fourth quarter preceding the holiday
season.

     Weather conditions may also negatively impact sales of some of our consumer
solutions and outdoor solutions products such as our Sunbeam(R) and Coleman(R)
products. For instance, we may not sell as many of certain outdoor recreation
products (such as lanternS, tents and sleeping bags) as anticipated if there are
fewer

                                      -3-


natural disasters such as hurricanes and ice storms; mild winter weather may
negatively impact sales of electric blankets, some health products and smoke or
carbon monoxide detectors; and the late arrival of summer weather may negatively
impact sales of outdoor camping equipment and grills. Additionally, sales of our
home canning products and our home improvement products may be negatively
impacted by unfavorable weather conditions and other market trends. Periods of
drought, for example, could adversely affect the supply and price of fruit,
vegetables and other foods available for home canning, and inclement weather may
reduce the amount of time spent on home improvement projects. These factors
could have a material adverse effect on our business, results of operations and
financial condition.


OUR OPERATIONS ARE DEPENDENT UPON THIRD-PARTY SUPPLIERS WHOSE FAILURE TO PERFORM
ADEQUATELY COULD DISRUPT OUR BUSINESS OPERATIONS.

     We currently source a significant portion of parts and products from third
parties. Our ability to select and retain reliable vendors who provide timely
deliveries of quality parts and products will impact our success in meeting
customer demand for timely delivery of quality products. We typically do not
enter into long-term contacts with our primary vendors and suppliers. Instead,
most parts and products are supplied on a "purchase order" basis. As a result,
we may be subject to unexpected changes in pricing or supply of products. Any
inability of our suppliers to timely deliver quality parts and products or any
unanticipated change in supply, quality or pricing of products could be
disruptive and costly to us.

OUR RELIANCE ON MANUFACTURING FACILITIES AND SUPPLIERS IN ASIA COULD MAKE US
VULNERABLE TO SUPPLY INTERRUPTIONS RELATED TO THE POLITICAL, LEGAL AND CULTURAL
ENVIRONMENT IN ASIA.


     A significant portion of our products are manufactured by third-party
suppliers in Asia, primarily the People's Republic of China. Our ability to
continue to select reliable vendors who provide timely deliveries of quality
parts and products will impact our success in meeting customer demand for timely
delivery of quality products. Furthermore, the ability of third-party suppliers
to timely deliver finished goods and/or raw materials may be affected by events
beyond their control, such as inability of shippers to timely deliver
merchandise due to work stoppages or slowdowns, or significant weather and
health conditions (such as SARS) affecting third-party suppliers and/or
shippers. Any adverse change in, among other things, any of the following could
have a material adverse effect on our business, results of operations and
financial condition:

     o   our relationship with these suppliers;

     o   the financial condition of these suppliers;

     o   our ability to import outsourced products from these suppliers; or

     o   these suppliers' ability to manufacture and deliver outsourced products
         on a timely basis.

     We cannot assure you that we could quickly or effectively replace any of
our suppliers if the need arose, and we cannot assure you that we could retrieve
tooling and molds possessed by any of our suppliers. Our dependence on these few
suppliers could also adversely affect our ability to react quickly and
effectively to changes in the market for our products. In addition,
international manufacturing is subject to significant risks, including, among
other things:

     o   labor unrest;

     o   political instability;

     o   restrictions on transfer of funds;

     o   domestic and international customs and tariffs;

     o   unexpected changes in regulatory environments; and

     o   potentially adverse tax consequences.

                                      -4-


         Labor in China has historically been readily available at relatively
low cost as compared to labor costs applicable in other nations. China has
experienced rapid social, political and economic change in recent years. We
cannot assure you that labor will continue to be available to us in China at
costs consistent with historical levels. A substantial increase in labor costs
in China could have a material adverse effect on our business, results of
operations and financial condition. Although China currently enjoys "most
favored nation" trading status with the United States, the U.S. government has
in the past proposed to revoke such status and to impose higher tariffs on
products imported from China. We cannot assure you that our business will not be
affected by the aforementioned risks, each of which could have a material
adverse effect on our business, results of operations and financial condition.

OUR OPERATING RESULTS CAN BE ADVERSELY AFFECTED BY CHANGES IN THE COST OR
AVAILABILITY OF RAW MATERIALS.

         Pricing and availability of raw materials for use in our businesses can
be volatile due to numerous factors beyond our control, including general,
domestic and international economic conditions, labor costs, production levels,
competition, consumer demand, import duties and tariffs and currency exchange
rates. This volatility can significantly affect the availability and cost of raw
materials for us, and may, therefore, have a material adverse effect on our
business, results of operations and financial condition.

         During periods of rising prices of raw materials, there can be no
assurance that we will be able to pass any portion of such increases on to
customers. Conversely, when raw material prices decline, customer demands for
lower prices could result in lower sale prices and, to the extent we have
existing inventory, lower margins. As a result, fluctuations in raw material
prices could have a material adverse effect on our business, results of
operations and financial condition.

         Some of the products we manufacture require particular types of glass,
paper, plastic, metal, wood or other materials. Supply shortages for a
particular type of material can delay production or cause increases in the cost
of manufacturing our products. This could have a material adverse effect on our
business, results of operations and financial condition. In particular, we rely
on resin for many of the products in the plastics solutions part of our other
business segment. Resin prices have been rising in response to, among other
things, higher oil prices. If resin prices or other material prices continue to
rise in the future we can expect the cost of goods for our plastics business to
increase. Given that only some of this increase relates to contracts where we
have pass-through pricing, the effect of the remainder of the increase could
have a material adverse effect on our business, results of operations and
financial condition.

WE ARE SUBJECT TO SEVERAL PRODUCTION-RELATED RISKS WHICH COULD JEOPARDIZE OUR
ABILITY TO REALIZE ANTICIPATED SALES AND PROFITS.

         In order to realize sales and operating profits at anticipated levels,
we must manufacture or source and deliver in a timely manner products of high
quality. Among others, the following factors can have a negative effect on our
ability to do these things:

     o   labor difficulties;

     o   scheduling and transportation difficulties;

     o   management dislocation;

     o   substandard product quality, which can result in higher warranty,
         product liability and product recall costs;

     o   delays in development of quality new products;

     o   changes in laws and regulations, including changes in tax rates,
         accounting standards, environmental laws and occupational health and
         safety laws; and

     o   changes in the availability and costs of labor.

                                      -5-


     Any adverse change in the above-listed factors could have a material
adverse effect on our business, results of operations and financial condition.

     Because we source a significant portion of our products from Asia, our
production lead times are relatively long. Therefore, we often commit to
production in advance of firm customer orders. If we fail to forecast customer
or consumer demand accurately we may encounter difficulties in filling customer
orders or in liquidating excess inventories, or may find that customers are
canceling orders or returning products. Additionally, changes in retailer
inventory management strategies could make inventory management more difficult.
Any of these results could have a material adverse effect on our business,
results of operations and financial condition.

COMPETITION IN OUR INDUSTRIES MAY HINDER OUR ABILITY TO EXECUTE OUR BUSINESS
STRATEGY, ACHIEVE PROFITABILITY, OR MAINTAIN RELATIONSHIPS WITH EXISTING
CUSTOMERS.


     We operate in some highly competitive industries. In these industries, we
compete against numerous other domestic and foreign companies. Competition in
the markets in which we operate is based primarily on product quality, product
innovation, price and customer service and support, although the degree and
nature of such competition vary by location and product line.

     In our branded consumables segment, we have direct competitors in most of
our niche markets. In addition, in the market for home canning we compete with
companies who specialize in other food preservation mediums such as freezing and
dehydration. The market for plastic cutlery is extremely price sensitive and our
competitors include Far East and domestic suppliers. Our competition in the
market for rope, cord and twine includes Wellington, Peerless and Bevis. In the
market for playing cards our competition includes Angel, Cardinal Carta Mundi,
Gemaco, Patch Products, Paul-Son, and a number of other manufacturers located in
China.

     In our consumer solutions segment, our FoodSaver(R) appliances and bags
compete with marketers of "conventional" food storage solutions, such as
non-vacuum plastic bags and containers. In addition, our competitors include
other manufacturers of home sealing appliances that heat- or vacuum-seal bags.
As household penetration of home vacuum packaging systems has increased, more
competitors have entered the market. As such, the market has become more price
and feature sensitive. There are also several companies that manufacture
industrial and commercial vacuum packaging products. In more mature small
household appliance categories outside of home vacuum packaging, including
blenders, toasters and irons, among others, our key competitors in the United
States and Canada include Applica Incorporated, Cuisinart(R), Kitchen Aid(R),
NACCO and Salton(R). In heated bedding products, our primary competitor iS
Biddeford. In scales, vaporizers and humidifiers, the key competitors include
Holmes, Homedics(R)/Metro-Taylor, Honeywell/Kaz and private label brands. Our
key competitors for clippers, trimmers and accessories for professional users
include Andis(R) and Wahl. The primary competitor to our hospitality business is
Proctor-Silex(R). Our key competitors in the home safety business include Kidde,
Maple Chase and USI Industries.

     In the outdoor solutions segment, our largest competitors include Igloo
Corporation, Intex Corporation, VF Corporation, Johnson Outdoors, Kellwood
Company and North Pole(R).

     We also face competition from the manufacturing operations of some of our
current and potential customers with private label brands.

     Many of our competitors are more established in their industries and have
substantially greater revenue or resources than we do. Our competitors may take
actions to match new product introductions and other initiatives. Since many of
our competitors source their products from third parties, our ability to obtain
a cost advantage through sourcing is reduced. Certain of our competitors may be
willing to reduce prices and accept lower profit margins to compete with us.
Further, retailers often demand that suppliers reduce their prices on existing
products. Competition could cause price reductions, reduced profits or losses,
or loss of market share, any of which could have a material adverse effect on
our business, results of operations and financial condition.


     To compete effectively in the future in the consumer products industry,
among other things, we must:

     o   maintain strict quality standards;

     o   develop new products that appeal to consumers; and

                                      -6-


     o   deliver products on a reliable basis at competitive prices.

     Our inability to do any of these things could have a material adverse
effect on our business, results of operations and financial condition.

IF WE FAIL TO DEVELOP NEW OR EXPAND EXISTING CUSTOMER RELATIONSHIPS, OUR ABILITY
TO GROW OUR BUSINESS WILL BE IMPAIRED.

     Our growth depends to a significant degree upon our ability to develop new
customer relationships and to expand existing relationships with current
customers. We cannot guarantee that new customers will be found, that any such
new relationships will be successful when they are in place, or that business
with current customers will increase. Failure to develop and expand such
relationships could have a material adverse effect on our business, results of
operations and financial condition.


IF WE CANNOT CONTINUE TO DEVELOP NEW PRODUCTS IN A TIMELY MANNER, AND AT
FAVORABLE MARGINS, WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY.

     We believe that our future success will depend, in part, upon our ability
to continue to introduce innovative design extensions for our existing products
and to develop, manufacture and market new products. We cannot assure you that
we will be successful in the introduction, manufacturing and marketing of any
new products or product innovations, or develop and introduce in a timely manner
innovations to our existing products that satisfy customer needs or achieve
market acceptance. Our failure to develop new products and introduce them
successfully and in a timely manner, and at favorable margins, would harm our
ability to successfully grow our business and could have a material adverse
effect on our business, results of operations and financial condition.

OUR FAILURE TO SUCCESSFULLY INTEGRATE RECENTLY ACQUIRED BUSINESSES COULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND RESULTS OF OPERATIONS.

     We have achieved growth through the acquisition of companies, including the
recent acquisition of American Household. There can be no assurance that we will
be able to integrate successfully the American Household business into our
existing business without substantial costs, delays or other operational or
financial difficulties. There is also no assurance that we will be able to
successfully leverage synergies among our businesses to increase sales and
obtain cost savings. Additionally, the failure of the American Household
business to achieve expected results, diversion of our management's attention,
and failure to retain key American Household personnel, could have a material
adverse effect on our business, results of operations and financial condition.

OUR RESULTS COULD BE HARMED IF THE COST OF COMPLIANCE WITH ENVIRONMENTAL, HEALTH
AND SAFETY LAWS AND REGULATIONS BECOMES TOO BURDENSOME.


     Our operations are subject to federal, state and local environmental and
health and safety laws and regulations including those that impose workplace
standards and regulate the discharge of pollutants into the environment and
establish standards for the handling, generation, emission, release, discharge,
treatment, storage and disposal of materials and substances including solid and
hazardous wastes. We believe that we are in material compliance with such laws
and regulations and that the cost of maintaining compliance will not have a
material adverse effect on our business, results of operations or financial
condition. We do not anticipate having to make, and historically have not had to
make, significant capital expenditures in order to comply with applicable
environmental laws and regulations. However, due to the nature of our operations
and the frequently changing nature of environmental compliance standards and
technology, we cannot predict with any certainty that future material capital
expenditures will not be required.

     In January 2003, the European Union ("EU") issued two directives relating
to chemical substances in electronic products. The Waste Electrical and
Electronic Equipment Directive requires producers of electrical goods to pay for
specified collection, recycling, treatment and disposal of past and future
covered products. EU governments were required to enact and implement
legislation that complies with this directive by August 13, 2004 (such
legislation together with the directive, the "WEEE Legislation"), and certain
producers are to be financially responsible under the WEEE Legislation beginning
in August 2005. The EU has issued another directive that requires electrical and
electronic equipment placed on the EU market after July 1, 2006 to be free of
lead, mercury,

                                      -7-


cadmium, hexavalent chromium (above a threshold limit) and brominated flame
retardants. EU governments were required to enact and implement legislation that
complies with this directive by August 13, 2004 (such legislation together with
this directive, the "RoHS Legislation"). If we do not comply with these
directives, we may suffer a loss of revenue, be unable to sell in certain
markets and/or countries, be subject to penalties and enforced fees and/or
suffer a competitive disadvantage. Similar legislation could be enacted in other
jurisdictions, including in the United States. Costs to comply with the WEEE
Legislation, RoHS Legislation and/or similar future legislation, if applicable,
could include costs associated with modifying our products, recycling and other
waste processing costs, legal and regulatory costs and insurance costs. We may
also be required to take reserves for costs associated with compliance with
these regulations. We cannot assure you that the costs to comply with these new
laws, or with current and future environmental and worker health and safety laws
will not have a material adverse effect on our business, results of operations
and financial condition.


WE MAY INCUR SIGNIFICANT COSTS IN ORDER TO COMPLY WITH ENVIRONMENTAL REMEDIATION
OBLIGATIONS.


     In addition to operational standards, environmental laws also impose
obligations on various entities to clean up contaminated properties or to pay
for the cost of such remediation, often upon parties that did not actually cause
the contamination. Accordingly, we may be liable, either contractually or by
operation of law, for remediation costs even if the contaminated property is not
presently owned or operated by us, is a landfill or other location where we have
disposed wastes, or if the contamination was caused by third parties during or
prior to our ownership or operation of the property. Given the nature of the
past industrial operations conducted by us and others at these properties, there
can be no assurance that all potential instances of soil or groundwater
contamination have been identified, even for those properties where an
environmental site assessment has been conducted. We do not believe that any of
our existing remediation obligations, including at third-party sites where we
have been named a potentially responsible party, will have a material adverse
effect upon our business, results of operations or financial condition. However,
future events, such as changes in existing laws or policies or their
enforcement, or the discovery of currently unknown contamination, may give rise
to additional remediation liabilities that may be material.


OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION COULD BE MATERIALLY
ADVERSELY AFFECTED BY THE LOSS OF ANY KEY PERSONNEL AND THE INABILITY TO ATTRACT
AND RETAIN APPROPRIATELY QUALIFIED REPLACEMENTS.

     We are highly dependent on the continuing efforts of our executive
officers, including Martin E. Franklin, our Chairman and Chief Executive
Officer, Ian G.H. Ashken, our Vice Chairman and Chief Financial Officer, and
James E. Lillie, our President and Chief Operating Officer. We believe these
officers' experience in the branded consumer products industry and our business,
and with strategic acquisitions of complementary businesses within our primary
business segments, has been vital to our historical growth and is instrumental
to our future growth strategy. We also depend on the senior management of our
operating segments. We currently have employment agreements with our executive
officers. However, we cannot be assured that we will be able to retain any of
these persons. Our business, results of operations and financial condition could
be materially adversely affected by the loss of any of these persons and the
inability to attract and retain appropriately qualified replacements.

OUR INDEBTEDNESS IMPOSES CONSTRAINTS AND REQUIREMENTS ON OUR BUSINESS AND
FINANCIAL PERFORMANCE AND OUR COMPLIANCE AND PERFORMANCE IN RELATIONSHIP TO
THESE COULD MATERIALLY ADVERSELY AFFECT OUR ABILITY TO INCUR ADDITIONAL DEBT TO
FUND FUTURE NEEDS.


     We have a significant amount of indebtedness. Our significant indebtedness
could:

     o   increase our vulnerability to general adverse economic and industry
         conditions;

     o   require us to dedicate a substantial portion of our cash flow from
         operations to payments on our indebtedness, thereby reducing the
         availability of our cash flow to fund working capital, capital
         expenditures, acquisitions and investments and other general corporate
         purposes;

     o   limit our flexibility in planning for, or reacting to, changes in our
         business and the markets in which we operate;

     o   place us at a competitive disadvantage compared to our competitors that
         have less debt; and

                                      -8-


     o   limit, among other things, our ability to borrow additional funds.


     The terms of our senior credit facility and the indenture governing our 9
3/4% senior subordinated notes due 2012, which we refer to as our Notes, allow
us to issue and incur additional debt upon satisfaction of certain conditions.
We anticipate that any future acquisitions we pursue as part of our growth
strategy will be financed through a combination of cash on hand, operating cash
flow, availability under our existing credit facilities and new capital market
offerings. If new debt is added to current debt levels, the related risks
described above could increase.


     Substantially all of our domestic assets are pledged to secure our
indebtedness under our senior credit facility. If we default on the financial
covenants in our senior credit facility, our lenders could foreclose on their
security interest in our assets, which would have a material adverse effect on
our business, results of operations and financial condition.


WE MAY NOT GENERATE SUFFICIENT CASH TO MEET OUR LIQUIDITY NEEDS TO GROW OUR
BUSINESS, WHICH CAN AFFECT OUR RESULTS OF OPERATIONS.


     Our ability to make payments on and to refinance our indebtedness,
including our Notes and amounts borrowed under our senior credit facility, and
to fund planned capital expenditures and expansion efforts and strategic
acquisitions we may make in the future, if any, will depend on our ability to
generate cash in the future. This, to a certain extent, is subject to general
economic, financial, competitive and other factors that are beyond our control.

     Based on our current level of operations, we believe our cash flow from
operations, together with available cash and available borrowings under our
senior credit facility, will be adequate to meet future liquidity needs for at
least the next twelve months. However, we cannot assure you that our business
will generate sufficient cash flow from operations in the future, that our
currently anticipated growth in revenues and cash flow will be realized on
schedule or that future borrowings will be available to us under the senior
credit facility in an amount sufficient to enable us to service indebtedness,
including the debt securities, or to fund other liquidity needs. We may need to
refinance all or a portion of our indebtedness, including our Notes and our
senior credit facility, on or before maturity. We cannot assure you that we will
be able to do so on commercially reasonable terms or at all.


CHANGES IN FOREIGN, CULTURAL, POLITICAL AND FINANCIAL MARKET CONDITIONS COULD
IMPAIR OUR SALES FROM INTERNATIONAL OPERATIONS AND FINANCIAL PERFORMANCE.


     Some of our products are sold in countries where economic growth has
slowed, such as Japan; or where economies have suffered economic, social and/or
political instability or hyperinflation in recent years, such as Mexico and
Venezuela. The economies of other foreign countries important to our operations,
including other countries in Europe, Latin America and Asia, could also suffer
slower economic growth or economic, social and/or political instability in the
future. International operations, including manufacturing and sourcing
operations (and the international operations of our customers), are subject to
inherent risks which could adversely affect us, including, among other things:

     o   new restrictions on access to markets;

     o   lack of developed infrastructure;

     o   inflation;

     o   fluctuations in the value of currencies;

     o   changes in and the burdens and costs of compliance with a variety of
         foreign laws and regulations, including tax laws, accounting standards,
         environmental laws and occupational health and safety laws;

     o   political and economic instability;

     o   increases in duties and taxation;

                                      -9-


     o   restrictions on transfer of funds; and

     o   other adverse changes in policies, including monetary, tax and/or
         lending policies, encouraging foreign investment or foreign trade by
         our host countries.

     Should any of these risks occur, our ability to export our products could
be impaired and we could experience a loss of sales from our international
operations.


CURRENCY FLUCTUATIONS MAY SIGNIFICANTLY INCREASE OUR EXPENSES AND AFFECT OUR
RESULTS OF OPERATIONS, ESPECIALLY WHERE THE CURRENCY IS SUBJECT TO INTENSE
POLITICAL AND OTHER ENVIRONMENTAL PRESSURE, SUCH AS IN THE CASE OF THE
VENEZUELAN BOLIVAR AND THE CHINESE RENMINBI.

     While we transact business predominantly in U.S. dollars and most of our
revenues are collected in U.S. dollars, a substantial portion of our costs, such
as payroll, rent, and indirect operational costs, are denominated in other
currencies, such as the European Euro, British Pound, Mexican Peso, Canadian
Dollar, Venezuelan Bolivar, Japanese Yen and Chinese Renminbi. Changes in the
relation of these and other currencies to the U.S. dollar will affect our sales
and profitability and could result in exchange losses. For example, a
devaluation of the Venezuelan Bolivar would impact our results of operations
because the earnings of our Venezuelan operations would be reduced when
translated into U.S. dollars. A stronger Mexican Peso would mean our products
assembled or produced in Mexico would be more expensive to import into the
United States or other countries, thereby reducing profitability of those
products. Likewise, if the government of China allowed the Chinese Renminbi to
rise substantially versus the U.S. dollar, the cost of our products produced in
China would rise. The impact of future exchange rate fluctuations on our results
of operations cannot be accurately predicted. There can be no assurance that the
U.S. dollar foreign exchange rates will be stable in the future or that
fluctuations in financial markets will not have a material adverse effect on our
business, results of operations and financial condition.

CHANGES IN THE RETAIL INDUSTRY AND MARKETS FOR CONSUMER PRODUCTS AFFECTING OUR
CUSTOMERS OR RETAILING PRACTICES COULD NEGATIVELY IMPACT EXISTING CUSTOMER
RELATIONSHIPS AND OUR RESULTS OF OPERATIONS.


     We sell branded consumables, consumer solutions and outdoor solutions
products to retailers, including club, department store, drug, grocery, mass
merchant, sporting goods and specialty retailers, as well as direct to
consumers. A significant deterioration in the financial condition of our major
customers could have a material adverse effect on our sales and profitability.
We regularly monitor and evaluate the credit status of our customers and attempt
to adjust sales terms as appropriate. Despite these efforts, a bankruptcy filing
by a key customer could have a material adverse effect on our business, results
of operations and financial condition.

     In addition, as a result of the desire of retailers to more closely manage
inventory levels, there is a growing trend among retailers to make purchases on
a "just-in-time" basis. This requires us to shorten our lead time for production
in certain cases and more closely anticipate demand, which could in the future
require the carrying of additional inventories.


     With the growing trend towards retail trade consolidation, we are
increasingly dependent upon key retailers whose bargaining strength is growing.
We may be negatively affected by changes in the policies of our retailer
customers, such as inventory destocking, limitations on access to shelf space,
use of private label brands, price demands and other conditions, which could
negatively impact our results of operations.

OUR BUSINESS INVOLVES THE POTENTIAL FOR PRODUCT RECALLS AND PRODUCT LIABILITY
CLAIMS AGAINST US, WHICH COULD AFFECT OUR EARNINGS AND FINANCIAL CONDITION.


     As a manufacturer and distributor of consumer products, we are subject to
the Consumer Products Safety Act, which empowers the Consumer Products Safety
Commission to exclude from the market products that are found to be unsafe or
hazardous. Under certain circumstances, the Consumer Products Safety Commission
could require us to repurchase or recall one or more of our products.
Additionally, laws regulating certain consumer products exist in some cities and
states, as well as in other countries in which we sell our products, and more
restrictive laws and regulations may be adopted in the future. Any repurchase or
recall of our products could be costly to us and could damage our reputation. If
we were required to remove, or we voluntarily removed, our

                                      -10-


products from the market, our reputation could be tarnished and we might have
large quantities of finished products that we could not sell.

     We also face exposure to product liability claims in the event that one of
our products is alleged to have resulted in property damage, bodily injury or
other adverse effects. Although we maintain product liability insurance in
amounts that we believe are reasonable, we cannot assure you that we will be
able to maintain such insurance on acceptable terms, if at all, in the future or
that product liability claims will not exceed the amount of insurance coverage.
Additionally, we do not maintain product recall insurance. As a result, product
recalls or product liability claims could have a material adverse effect on our
business, results of operations and financial condition.

     Our product liability insurance program is an occurrence-based program
based on our current and historical claims experience and the availability and
cost of insurance. We currently either self insure or administer a high
retention insurance program for product liability risks. Historically, product
liability awards have rarely exceeded our individual per occurrence self-insured
retention. We cannot assure you, however, that our future product liability
experience will be consistent with our past experience.


IF WE FAIL TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, COMPETITORS
MAY MANUFACTURE AND MARKET PRODUCTS SIMILAR TO OURS, WHICH COULD ADVERSELY
AFFECT OUR MARKET SHARE AND RESULTS OF OPERATIONS.

     Our success with our proprietary products depends, in part, on our ability
to protect our current and future technologies and products and to defend our
intellectual property rights. If we fail to adequately protect our intellectual
property rights, competitors may manufacture and market products similar to
ours. Our principal intellectual property rights include our trademarks. In our
branded consumables segment, these include the Ball(R), Bee(R), Bernardin(R),
Bicycle(R), Crawford(R), Diamond(R), Forster(R), Hoyle(R), Kerr(R), Lehigh(R),
Leslie-Locke(R) and Storehorse(R) brand names. In the consumer solutions
segment, the principal trademarks consist of BRK(R), First Alert(R),
FoodSaver(R), Health o meter(R), Mr. Coffee(R), Oster(R), and Sunbeam(R). Our
other brands used include Health at Home(R), Mixmaster(R), Osterizer(R),
Hydrosurge(R), and Blanket with a Brain(R). The principal trademarks in outdoor
solutions are Coleman(R) and Campingaz(R). Other trademarks in that segment
include Coleman Exponent(R) and Roadtrip(TM).

     We also hold numerous design and utility patents covering a wide variety of
products. We cannot be sure that we will receive patents for any of our patent
applications or that any existing or future patents that we receive or license
will provide competitive advantages for our products. We also cannot be sure
that competitors will not challenge, invalidate or avoid the application of any
existing or future patents that we receive or license. In addition, patent
rights may not prevent our competitors from developing, using or selling
products that are similar or functionally equivalent to our products.

WE MAY NOT BE ABLE TO IMPLEMENT OR OPERATE SUCCESSFULLY AND WITHOUT
INTERRUPTIONS THE OPERATING SOFTWARE SYSTEMS AND OTHER COMPUTER TECHNOLOGIES
THAT WE DEPEND ON TO OPERATE OUR BUSINESS, WHICH COULD NEGATIVELY IMPACT OR
DISRUPT OUR BUSINESS.


     We are in the process of selecting or implementing new operating software
systems within a number of our business segments and complications from these
projects could cause considerable disruptions to our business. While significant
testing will take place and the rollout will occur in stages, the period of
change from the old system to the new system will involve risk. Application
program bugs, system conflict crashes, user error, data integrity issues,
customer data conflicts and integration issues among our legacy systems all pose
potential risks. Implementing data standards such as RFID, which our largest
customers are requiring that we use, involves significant effort across the
entire organization. Any problems with or delays of this implementation could
impact our ability to do business and could result in higher implementation
costs and reallocation of human resources.

     We rely on other companies to maintain some of our information technology
infrastructure. Should they fail to perform due to events outside our control,
it could affect our service levels and threaten our ability to conduct business.
In addition, natural disasters such as hurricanes may disrupt our infrastructure
and our disaster recovery process may not be sufficient to protect against loss.

     Additionally, our business operations are dependent on our logistical
systems, which include our order management systems and our computerized
warehouse systems. Any interruption in our logistical systems could

                                      -11-


impact our ability to procure our products from our factories and suppliers,
transport them to our distribution facilities, store them and deliver them to
our customers on time and in the correct amounts.


FAILURE TO SUCCESSFULLY IMPLEMENT OUR RESTRUCTURING PROJECTS TIMELY AND
ECONOMICALLY COULD MATERIALLY INCREASE OUR COSTS AND IMPAIR OUR RESULTS OF
OPERATIONS.


     We are in the process of a significant restructuring project for our
European operations and a number of other restructuring and reorganization
projects. In Europe, we are ceasing production at a portion of our Lyon, France
facility and sourcing products formerly made there from third parties. In
addition, the European restructuring project is subject to numerous governmental
approvals. There can be no assurance that the European restructuring project can
be completed on time or within our projected costs. Furthermore, this
restructuring project will result in an increased reliance on sourced finished
goods from third parties, particularly international vendors. Our failure to
implement these projects economically and successfully could have a material
adverse effect on our business, financial condition and results of operations.


A DETERIORATION IN RELATIONS WITH OUR LABOR UNIONS COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


     Approximately 380 union workers are covered by four collective bargaining
agreements at four of our U.S. facilities. These agreements expire at our jar
closure facility (Muncie, Indiana) in October 2006, at our kitchen match and
toothpick manufacturing facility (Cloquet, Minnesota) in February 2008, at our
metals facility (Greeneville, Tennessee) in October 2007, and at our fire
extinguisher plant (Aurora, Illinois) in May 2007. Additionally, approximately
165 employees at our Legutiano, Spain manufacturing facility, 90 employees at
our Lyon, France facility, 75 employees at our Barquisemeto, Venezuela facility
and 500 employees at our Acuna, Mexico facility are unionized.

     We have not experienced a work stoppage during the past five years except
for brief work stoppages in 2004 in Lyon, France in connection with our
restructurings at that location. Management believes that its relationships with
our employees and collective bargaining unions are satisfactory.

THE INDENTURE RELATED TO OUR NOTES AND OUR SENIOR CREDIT FACILITY CONTAIN
VARIOUS COVENANTS WHICH LIMIT OUR MANAGEMENT'S DISCRETION IN THE OPERATION OF
OUR BUSINESS.

     Our senior credit facility and the indenture related to our Notes contain
various provisions that limit our management's discretion by restricting our and
our subsidiaries' ability to, among other things:

     o   incur additional indebtedness;

     o   pay dividends or distributions on, or redeem or repurchase, capital
         stock;

     o   make investments;

     o   engage in transactions with affiliates;

     o   incur liens;

     o   transfer or sell assets; and

     o   consolidate, merge or transfer all or substantially all of our assets.


     In addition, our senior credit facility requires us to meet certain
financial ratios. Any failure to comply with the restrictions of our senior
credit facility and the indenture related to our Notes or any other subsequent
financing agreements may result in an event of default. An event of default may
allow the creditors, if the agreements so provide, to accelerate the related
debt as well as any other debt to which a cross-acceleration or cross-default
provision applies. Furthermore, if we default on the financial covenants in our
senior credit facility, our lenders could foreclose on their security interest
in our assets, which would have a material adverse effect on our business,
results of operations and financial condition. In addition, the lenders may be
able to terminate any commitments they had made to supply us with further funds.


                                      -12-


COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE AND PUBLIC
DISCLOSURE MAY RESULT IN ADDITIONAL EXPENSES.

     Changing laws, regulations and standards relating to corporate governance
and public disclosure, including the Sarbanes-Oxley Act of 2002, new Securities
and Exchange Commission regulations and New York Stock Exchange market rules,
are creating uncertainty for companies such as ours. These new or changed laws,
regulations and standards are subject to varying interpretations, in many cases
due to their lack of specificity. As a result, their application in practice may
evolve over time as new guidance is provided by regulatory and governing bodies,
which could result in continuing uncertainty regarding compliance matters and
higher costs necessitated by ongoing revisions to disclosure and governance
practices. We are committed to maintaining high standards of corporate
governance and public disclosure. As a result, our efforts to comply with
evolving laws, regulations and standards have resulted in, and are likely to
continue to result in, increased general and administrative expenses and a
diversion of management time and attention from revenue-generating activities to
compliance activities. In particular, our efforts to comply with Section 404 of
the Sarbanes-Oxley Act of 2002 and the related regulations regarding our
required assessment of our internal controls over financial reporting and our
external auditors' audit of that assessment has required the commitment of
significant financial and managerial resources. We expect these efforts to
require the continued commitment of significant resources. Furthermore, our
board members, chief executive officer and chief financial officer could face an
increased risk of personal liability in connection with the performance of their
duties. As a result, we may have difficulty attracting and retaining qualified
board members and executive officers, which could harm our business. If our
efforts to comply with new or changed laws, regulations and standards differ
from the activities intended by regulatory or governing bodies due to
ambiguities related to practice, our reputation may be harmed.

RISKS RELATING TO OUR STOCK


PROVISIONS IN OUR CHARTER DOCUMENTS AND OF DELAWARE LAW COULD PREVENT, DELAY OR
IMPEDE A CHANGE IN CONTROL OF OUR COMPANY AND MAY DEPRESS THE MARKET PRICE OF
OUR COMMON STOCK.


     Our certificate of incorporation makes us subject to the anti-takeover
provisions of Section 203 of the Delaware General Corporation Law. In general,
Section 203 prohibits publicly held Delaware corporations to which it applies
from engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved in
a prescribed manner. This provision could discourage others from bidding for our
shares of common stock and could, as a result, reduce the likelihood of an
increase in the price of our common stock that would otherwise occur if a bidder
sought to buy our common stock.


THE MARKET PRICE FOR OUR COMMON STOCK MAY BE VOLATILE, WHICH MAY ADVERSELY
AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

     The market price for our common stock is volatile. The market price of our
common stock will continue to be subject to significant fluctuations in the
future in response to a variety of factors, including:

     o   dilution from stock issuances as a result of the conversion of the our
         preferred stock into common stock;


     o   the business environment, including the operating results and stock
         prices of companies in the industries we serve;

     o   our liquidity needs and constraints;

     o   changes in management and other personnel;



     o   the introduction of new products or changes in product pricing policies
         by us or our competitors;

     o   developments in the financial markets;


     o   changes in expectations as to our future financial performance,
         including financial estimates by securities analysts and investors;

     o   developments generally affecting our industry;


                                      -13-



     o   announcements by us or our competitors of significant contracts,
         acquisitions, joint marketing relationships, joint ventures or capital
         commitments; and


     o   perceived dilution from stock issuances for acquisitions, our 2005
         equity investment financing and other transactions.

     Furthermore, stock prices for many companies fluctuate widely for reasons
that may be unrelated to their operating results. Those fluctuations and general
economic, political and market conditions, such as recessions, terrorist or
other military actions, or international currency fluctuations, as well as
public perception of equity values of publicly traded companies may adversely
affect the market price of our common stock.

WE MAY ISSUE A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK IN CONNECTION WITH FUTURE
ACQUISITIONS AND THE SALE OF THOSE SHARES COULD ADVERSELY AFFECT OUR STOCK
PRICE.

     As part of our growth strategy, we may issue additional shares of our
common stock, preferred stock and other securities. We may file future shelf
registration statements with the Commission that we may use to sell shares of
our common stock, preferred stock and other securities from time to time in
connection with acquisitions. To the extent that we are able to grow through
acquisitions for common stock or other securities convertible into our common
stock, the number of outstanding shares of common stock that will be eligible
for sale in the future is likely to increase substantially. Persons receiving
shares of our capital stock in connection with these acquisitions may be more
likely to sell large quantities of their capital stock, which may influence the
price of our common stock. In addition, the potential issuance of additional
shares of common stock in connection with anticipated acquisitions could lessen
demand for our common stock and result in a lower price than would otherwise be
obtained.

THE SALE OF A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK, INCLUDING SHARES ISSUED
UPON CONVERSION OF OUR CONVERTIBLE PREFERRED STOCK, IN THE PUBLIC MARKET AFTER
THIS OFFERING COULD ADVERSELY AFFECT THE PREVAILING MARKET PRICE OF OUR COMMON
STOCK.


     We have outstanding an aggregate of 29,213,120 shares of our common stock
as of April 15, 2005. The selling stockholders may offer an aggregate of up to
15,628,492, 14,914,205 shares of which are not currently outstanding and
underlie shares of our Preferred Stock. Assuming full conversion into shares
(after shareholder approval) of our common stock of the preferred stock held by
the selling stockholders as of April 15, 2005, the selling stockholders would be
entitled to receive 10.6 million shares of our common stock, which would
represent approximately 27% of the total outstanding common shares as of such
date. The sale and issuance of a substantial amount of our common stock,
including shares issued upon conversion of our convertible preferred stock, in
the public market after this offering, or the perception that such sales could
occur, could adversely affect the prevailing market price of our common stock.

IF HOLDERS OF THE PREFERRED STOCK CONVERT THEIR SHARES OF PREFERRED STOCK INTO
SHARES OF COMMON STOCK, YOU WILL EXPERIENCE IMMEDIATE DILUTION.

     If holders of preferred stock convert their shares of preferred stock into
shares of common stock, you will experience immediate dilution because the per
share conversion price of the preferred stock immediately after this offering
will be higher than the net tangible book value per share of the outstanding
common stock. In addition, you will also experience dilution when and if we
issue additional shares of common stock, which we may be required to issue
pursuant to options, warrants, our stock option plan or other employee or
director compensation plans.

     The price of our common stock, and therefore of the preferred stock, may
fluctuate significantly, which may make it difficult for the holders of the
preferred stock to resell the preferred stock, or common stock issuable upon
conversion of the preferred stock, when holders of such preferred stock want or
at prices you find attractive.

THE SALE OF THE SHARES REGISTERED IN THIS OFFERING COULD CAUSE OUR STOCK PRICE
TO DECLINE.

     All shares registered in this offering will be freely tradable upon
effectiveness of this registration statement. The sale of a significant amount
of shares registered in this offering at any given time could cause the trading
price of our common stock to decline and to be highly volatile.


                                      -14-



THE HOLDERS OF THE PREFERRED STOCK AND OTHERS MAY HAVE AN INCENTIVE TO SELL
COMMON STOCK IN THE MARKET BEFORE THEY CONVERT THEIR SHARES OF PREFERRED STOCK
IN EXPECTATION THAT THE MARKET PRICE OF OUR COMMON STOCK WILL FALL.

     Downward pressure on the market price of our common stock that may result
from sales of common stock issued on conversion of the Series B Preferred Stock,
as well as certain of our other outstanding series of convertible preferred
stock, could encourage short sales of common stock by the holders of the
preferred stock or others, subject to compliance with the Federal securities
laws. Short selling occurs when a person sells shares of stock which the person
does not yet own and promises to buy stock in the future to cover the sale. The
objective of the person selling the shares short is to make a profit by buying
the shares later, at a lower price, to cover the sale. The holders of our
preferred stock may have the incentive to sell short and cover their shares with
the shares of common stock they receive on conversion because if the conversion
of the shares of preferred stock puts downward pressure on the market price of
our common stock, then the market price could be lower when they convert the
preferred stock. If the price of our common stock falls between the date of the
sale by the holders of preferred stock and the date of conversion, the holders
of preferred stock will make a profit in addition to the discount they received
upon the purchase of the common stock. In addition, other third parties may take
short positions on our common stock with the expectation that the market price
of our common stock will fall due to the issuance of shares of common stock upon
conversion of our preferred stock. Significant amounts of short selling, or the
perception that a significant amount of short sales could occur, could further
depress the market price of our common stock.

CONVERSION OF THE SERIES B PREFERRED STOCK OR THE SERIES C PREFERRED STOCK MAY
REDUCE THE MARKET PRICE OF OUR OUTSTANDING COMMON STOCK.

     The conversion of the Series B Preferred Stock, as well as the conversion
of certain of our other outstanding series of convertible preferred stock, may
result in substantial dilution to the equity interests of current holders of our
common stock. In addition, the availability for public resale of a large number
of shares of our common stock following the conversion of our convertible
preferred stock may depress the prevailing market price of our common stock.
Even before the time the preferred stock is actually converted, the existence of
our obligation to issue a large number of shares of common stock upon the
conversion of our preferred stock at below-market prices, and the perception
that this could cause an oversupply of common stock that exceeds the demand for
the common stock in the market, could depress the market price of our common
stock.

THERE IS A CONCENTRATION OF VOTING POWER AND OTHER INDICATIONS OF INFLUENCE ON
THE COMPANY.

     As of the date of this prospectus, Warburg Pincus and Catterton
collectively control approximately 14% of the total voting power of the Company
in the election of directors and with respect to other matters presented to the
stockholders for a vote. The capital structure and the concentrated ownership of
Warburg Pincus and Catterton in our common stock and our preferred stock are
likely to limit substantially the possibility of and chances of success for a
hostile tender offer, which is usually at a premium over the then-current market
price of a target company's stock or other takeover proposal or proxy contest
which could remove directors if Warburg Pincus and Catterton are opposed to such
offer or proposal.

     Pursuant to the Equity Purchase Agreement (as defined below) and the
Assignment Agreement (as defined below), Warburg Pincus and Catterton are bound
by a standstill agreement until but not including October 8, 2009, where (i) the
Warburg Pincus selling stockholders, with out our consent, will not, among other
things, acquire beneficial ownership of more than 30% of the Company's voting
stock or common stock (assuming conversion of the preferred stock into common
stock); and (ii) the Catterton selling stockholders, without our consent, will
not, among other things, acquire beneficial ownership of more than 5% of the
Company's voting stock or common stock (assuming conversion of the preferred
stock into common stock). For a further description of these standstill
agreements, see the Section entitled "Selling Stockholders" of this prospectus.



                                      -15-



                           FORWARD-LOOKING STATEMENTS

     Certain statements we make in this prospectus, and other written or oral
statements by us or our authorized officers on our behalf, may constitute
"forward-looking statements" within the meaning of the federal securities laws.
Forward-looking statements include statements concerning our plans, objectives,
goals, strategies, future events, future revenues or performance, capital
expenditures, financing needs, plans or intentions relating to acquisitions, our
competitive strengths and weaknesses, our business strategy and the trends we
anticipate in the industry and economies in which we operate and other
information that is not historical information. Words or phrases such as
"estimates," "expects," "anticipates," "projects," "plans," "intends,"
"believes" and variations of such words or similar expressions are intended to
identify forward-looking statements. All forward-looking statements, including,
without limitation, our examination of historical operating trends, are based
upon our current expectations and various assumptions. Our expectations, beliefs
and projections are expressed in good faith, and we believe there is a
reasonable basis for them, but we cannot assure you that our expectations,
beliefs and projections will be realized.

     Before you invest in our common stock, you should be aware that the
occurrence of the events described in the immediately above section captioned
"Risk Factors" and otherwise discussed elsewhere in this prospectus or in
materials incorporated in this prospectus by reference to our other filings with
the Securities and Exchange Commission, could have a material adverse affect on
our business, financial condition and results of operation.

     The data included in this prospectus regarding markets and ranking,
including the size of certain markets and our position and the position of our
competitors within these markets, are based on independent industry
publications, reports of government agencies or other published industry sources
or our estimates based on management's knowledge and experience in the markets
in which we operate. Our estimates have been based on information provided by
customers, suppliers, trade and business organizations and other contacts in the
markets in which we operate. We believe these estimates to be accurate as of the
date of this prospectus.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), allows us to
"incorporate by reference" the information we file with it, which means that we
can disclose important business, financial and other information to you in this
prospectus by referring you to the publicly filed documents containing this
information. The information incorporated by reference is deemed to be a part of
this prospectus, except for any information superseded by information contained
in this prospectus or filed later by us with the Commission. This prospectus
incorporates by reference the documents set forth below that we have previously
filed with the Commission, which documents contain important information about
Jarden and our common stock:

     (a) Our annual report on Form 10-K for the fiscal year ended December 31,
         2004, filed on March 2, 2005;

     (b) Our annual report on Form 10-K/A for the fiscal year ended December 31,
         2004, filed on _______, 2005;

     (c) Our current report on Form 8-K, Date of Event - June 28, 2004, filed on
         July 13, 2004;

     (d) Our current report on Form 8-K/A, Date of Event - June 28, 2004, filed
         on August 6, 2004;

     (e) Our current report on Form 8-K, Date of Event - January 24, 2005, filed
         on January 27, 2005;

     (f) Our current report on Form 8-K/A, Date of Event - January 24, 2005,
         filed on March 24, 2005;

     (g) Our current report on Form 8-K, Date of Event - April 11, 2005, filed
         on April 13, 2005; and

     (h) The description of our common stock contained in our registration
         statement on Form 8-A/A filed on May 1, 2002, including any amendments
         or reports filed for the purpose of updating that description.


                                      -16-



     All of such documents are on file with the Commission. In addition, all
documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, subsequent to the date of this prospectus and prior to termination
of the offering are incorporated by reference in this prospectus and are a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any subsequently filed document
that is also incorporated by reference herein modifies or replaces such
statement. Any statements so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.

     This prospectus incorporates herein by reference important business and
financial information about us that is not included in or delivered with this
prospectus. This information is available to you without charge upon written or
oral request. If you would like a copy of any of this information, please submit
your request to us at 555 Theodore Fremd Avenue, Rye, New York 10580, Attention:
Secretary, or call (914) 967-9400.

     You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front page of those documents.

                                   THE COMPANY

     We are a global provider of a diversified array of branded consumer
products marketed under well-known brand names including Ball(R), Bee(R),
Bicycle(R), Campingaz(R), Coleman(R), Crawford(R), Diamond(R), First Alert(R),
FoodSaver(R), Forster(R), Health o meter(R), Hoyle(R), Kerr(R), Lehigh(R),
Leslie-Locke(R), Loew-Cornell(R), Mr. Coffee(R), Oster(R), Sunbeam(R) and
VillaWare(R). Our growth strategy of acquiring businesses with highly recognized
brands, innovative products and multi-channel distribution has resulted in
significant growth in revenue and earnings.

     We have achieved leading market positions in a number of categories by
selling branded products through a variety of distribution channels, including
club, department store, drug, grocery, mass merchant, sporting goods and
specialty retailers, as well as direct to consumers. By leveraging our strong
brand portfolio, category management expertise and superior customer service, we
have established and continue to maintain long-term relationships with leading
retailers within these channels. For example, we have serviced Wal-Mart and Home
Depot since their openings in 1962 and 1978, respectively, and are currently
category manager at these and other retailers in certain categories. Moreover,
several of our leading brands, such as Ball(R) jars, Coleman(R) lanterns,
Diamond(R) kitchen matches and Bicycle(R) playing cards, have been in continuous
use for over 100 years. We continue to strive to expand our existing customer
relationships and attract new customers by introducing new product line
extensions and entering new product categories.

     On January 24, 2005, we acquired American Household, Inc., referred to as
American Household, a leading designer, manufacturer and marketer of branded
household and outdoor leisure consumer products in both domestic and
international markets through its two principal businesses, The Coleman Company,
Inc. and Sunbeam Products, Inc. Coleman sells principally outdoor leisure and
camping products, and Sunbeam Products sells principally household kitchen
appliances, personal care and wellness products for home use and home safety
equipment. American Household's principal brands, which include Campingaz(R),
Coleman(R), First Alert(R), Health o meter(R), Mr. Coffee(R), Oster(R), and
Sunbeam(R), have high levels of brand name recognition among consumers.

     We operate three primary business segments: branded consumables, consumer
solutions and outdoor solutions. Our branded consumables products include many
household staples under well known brand names such as Ball(R), Bicycle(R),
Diamond(R), Forster(R), Lehigh(R), Leslie-Locke(R) and Loew-Cornell(R), all of
which were included as part of the branded consumables segment prior to our
acquisition of American Household. With the acquisition of American Household we
have added the First Alert(R), Health o meter(R), Mr. Coffee(R), Oster(R) and
Sunbeam(R) branded products to our consumer solutions segment and established a
strong market position in the camping equipment and outdoor living industry
under the Campingaz(R) and Coleman(R) brand names within our newly-formed
"outdoor solutions" business segment. We also operate several other businesses
that manufacture, market and distribute a wide variety of plastic products,
including jar closures, contact lens packaging, plastic cutlery, refrigerator
door liners, surgical devices and syringes, as well as zinc strip and fabricated
zinc products. Many of our plastic products are consumable in nature or
represent components of consumer products. Due to the


                                      -17-



size of these businesses, they will be grouped in and their results and assets
will be included in the "other" category of our segment information in our
Commission filings for periods after the American Household acquisition.

Branded Consumables. We manufacture or source, market and distribute a broad
line of branded consumer products, many of which are affordable, consumable and
fundamental household staples including arts and crafts paint brushes,
children's card games, clothespins, collectible tins, craft items, food
preparation kits, home canning jars, jar closures, kitchen matches, other craft
items, plastic cutlery, playing cards and accessories, rope, cord and twine,
storage and workshop accessories, toothpicks and other accessories. This segment
markets its products under the Aviator(R), Ball(R), Bee(R), Bernardin(R),
Bicycle(R), Crawford(R), Diamond(R), Forster(R), Hoyle(R), Kerr(R), Lehigh(R),
Leslie-Locke(R) and Loew-Cornell(R) brand names, among others.

Consumer Solutions. We manufacture or source, market and distribute an array of
innovative consumer products that are designed to enhance consumers lives by
enhancing sleep, health, personal care, cooking and other daily necessities with
market-leading products such as coffee makers, bedding, home vacuum packaging
machines, smoke and carbon monoxide alarms, heating pads, and personal and
animal grooming products, as well as related consumable products. We sell
kitchen products under the well known FoodSaver(R), Mr. Coffee(R), Oster(R),
Sunbeam(R) and VillaWare(R) brand names. Home safety products are sold under the
BRK(R) and First Alert(R) brand names, while personal care and grooming products
are sold under the Health o meter(R), Oster(R) and Sunbeam(R) brand names.

Outdoor Solutions. We manufacture or source, market and distribute consumer
leisure products worldwide under the Campingaz(R) and Coleman(R) brand names for
use outside the home or away from the home, such as products for camping,
backpacking, tailgating, backyard grilling and other outdoor activities.

Other. In addition to the three primary business segments described above, our
other business segment consists primarily of our plastic consumables business,
which manufactures, markets and distributes a wide variety of consumer and
medical plastic products for customers and our other primary business segments,
and our zinc strip business, which is the largest producer of zinc strip and
fabricated products in North America, including low denomination coinage. The
plastic products include closures, contact lens packaging, plastic cutlery,
refrigerator door liners, surgical devices and syringes. Many of our plastic
products are consumable in nature or represent components of consumer products.

     Our principal executive offices are located at 555 Theodore Fremd Avenue,
Rye, New York 10580.


                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale of the shares of our common
stock offered and sold by the selling stockholders pursuant to this prospectus.
The selling stockholders will receive all of the proceeds from any such sales.
See section entitled "Selling Stockholders" below.

                              SELLING STOCKHOLDERS


     On January 24, 2005, we consummated an equity financing transaction with
Warburg Pincus Private Equity VIII, L.P. and certain of its affiliated funds
(which we refer to collectively as Warburg Pincus) and Catterton Partners V,
L.P. and certain of its affiliated funds (which we refer to collectively as
Catterton). In this equity financing transaction, Warburg Pincus and Catterton
collectively acquired for a total purchase price of $350,000,000 (the "Cash
Proceeds"):

     o   128,571 shares of a new class of our preferred stock, designated Series
         B Convertible Participating Preferred Stock, par value $0.01 per share
         (the "Series B Preferred Stock") at a price of $1,000 per share, issued
         pursuant to the Certificate of Designations, Preferences and Rights of
         Series B Convertible Participating Preferred Stock of Jarden
         Corporation (the "Series B Certificate of Designations");

     o   200,000 shares of a new class of our preferred stock, designated Series
         C Mandatory Convertible Participating Preferred Stock, par value $0.01
         per share (the "Series C Preferred Stock"), at a price of $1,000 per
         share, issued pursuant to the Certificate of Designations, Preferences
         and Rights of


                                      -18-



         Series C Mandatory Convertible Participating Preferred Stock of Jarden
         Corporation (the "Series C Certificate of Designations"); and


     o   714,286 shares of our common stock, par value $0.01 per share at a
         price of $30 per share.


     The purchase and sale of these securities, the Cash Proceeds of which were
placed in escrow on October 8, 2004, pursuant to the terms of a Purchase
Agreement (the "Equity Purchase Agreement") between us and Warburg Pincus, dated
September 19, 2004, is referred to herein as the "Equity Investment Financing."


     On October 8, 2004, we entered into an Assignment and Joinder Agreement
(the "Assignment Agreement") with Catterton and Warburg Pincus. Pursuant to the
Assignment Agreement, Catterton was assigned a right under the Equity Purchase
Agreement to purchase an aggregate of 18,367 shares, 28,571 shares and 102,041
shares of Series B Preferred Stock, Series C Preferred Stock and common stock,
respectively (the "Assigned Shares") (to be allocated among the Catterton
entities on the pro rata basis set forth therein) at the same price per share to
be paid by Warburg Pincus for such shares, and Catterton assumed the same
obligations with respect to the Assigned Shares that it would have had if it
were a party to the Equity Purchase Agreement.


     On January 24, 2005, in connection with the Company's acquisition of
American Household (the "AHI Acquisition"), and in accordance with the terms of
the escrow agreement, dated October 8, 2004, by and among the Company, Warburg
Pincus and National City Bank, as escrow agent, that was entered into in
connection with the Equity Investment Financing, the Cash Proceeds were released
from escrow for use by the Company in consummating the AHI Acquisition and the
securities were issued and released from escrow and delivered to Warburg Pincus
and Catterton.

Terms of the Series B Preferred Stock
- -------------------------------------

Overview. The shares of Series B Preferred Stock issued to Warburg Pincus and
Catterton pursuant to the Equity Purchase Agreement and the Assignment Agreement
are voting securities that are convertible into common stock at the option of
the holder.

Conversion. The holders of Series B Preferred Stock have the right, at any time
and from time to time, at their option, to convert any or all of their shares of
Series B Preferred Stock, in whole or in part, into fully paid and
non-assessable shares of our common stock at the conversion price equal to $32
per share, subject to certain customary anti-dilutions adjustments as set forth
in the Series B Certificate of Designations and/or as described below (the
"Conversion Price"). The number of shares of our common stock into which a share
of the Series B Preferred Stock is convertible is determined by dividing the
Base Liquidation Value (as defined below) in effect at the time of conversion,
by the Conversion Price in effect at the time of conversion. The base
liquidation value for the shares (the "Base Liquidation Value") of Series B
Preferred Stock was $1,000 per share, which amount has and will accrete at the
rate of 3.50% per annum, compounded annually, from October 8, 2004 through but
not including October 8, 2009, plus any accrued but unpaid dividends thereon.
The Base Liquidation Value is also subject to further adjustments as follows:

     o   In the event of a change in control prior to October 8, 2009 providing
         for the payment of an amount per share of common stock below the
         applicable change in control threshold price, the liquidation value
         will automatically increase to the amount to which it would have
         accreted up until the date of such change of control had the accretion
         rate been 10% per annum. compounded annually, during such period, plus
         any declared but unpaid dividends;

     o   From and after October 8, 2009, the Base Liquidation Value will be
         increased by $462.31 per share; and

     o   The liquidation value is subject to adjustment in the event the Company
         undertakes certain business combinations or other extraordinary
         transaction, or the Company is liquidated or dissolved.


                                      -19-



     Additionally, we have the right to require the holders of Series B
Preferred Stock, at our option, to convert such shares of Series B Preferred
Stock, in whole or in part (on a pro rata basis), into fully paid and
non-assessable shares of our common stock at the Conversion Price, but only if:

     o   the registration statement of which this prospectus is a part has been
         declared effective and continues to be effective;

     o   the average market price of our common stock for each trading day
         during a period of 30 consecutive trading days ended within 10 days
         prior to the date we exercise this option exceeds 175% of the
         Conversion Price; and

     o   the market price of our common stock during such period exceeds 175% of
         the Conversion Price for 15 consecutive trading days during the
         aforementioned period.

     On April 21, 2005, the last reported sale price of our shares on the New
York Stock Exchange was $46.84 per share, which represents approximately 146% of
the Conversion Price as of such date.

Dividends. Holders of the outstanding shares of Series B Preferred Stock will
have the right to participate equally and ratably with the holders of shares of
common stock and holders of shares of Series C Preferred Stock in all dividends
and distributions paid on the common stock (whether in the form of cash, stock
or otherwise). Additionally, beginning with the three-month period ending
January 8, 2010, the holders of the outstanding shares of Series B Preferred
Stock will be entitled to receive quarterly cash dividends equal to 4.0% of the
Base Liquidation Value then in effect. If the Company fails to pay this dividend
in a given period, the dividend rate will be increased to 10.0% of the Base
Liquidation Value in subsequent quarterly periods until the quarterly period
following the date on which all such prior dividends have been paid in full.

Change of Control. Upon a change in control, holders of the outstanding shares
of Series B Preferred Stock may, at their election:

     o   convert the Series B Preferred Stock into common stock and receive the
         Change in Control Consideration (as described below) upon conversion;

     o   in lieu of receiving any liquidation value in respect of such Series B
         Preferred Stock upon such change in control, continue to hold the
         Series B Preferred Stock in any surviving entity resulting from such
         change in control or, in the case of a sale of the Company's assets
         which results in a change in control, the entity purchasing such
         assets; or

     o   within sixty days after the date of the change in control, request, in
         lieu of receiving the Change in Control Consideration, that the Company
         redeem, out of funds lawfully available for the redemption of shares,
         the Series B Preferred Stock for an amount in cash equal to the
         liquidation value as of the redemption date and after giving effect to
         the change in control; provided, that the Company may, in lieu of
         making the redemption so requested, effect a Remarketing, as described
         below.

     With respect to Series B Preferred Stock, "Change in Control Consideration"
means the shares of stock, securities, cash or other property issuable or
payable (as part of any reorganization, reclassification, consolidation, merger
or sale in connection with the change in control) with respect to or in exchange
for such number of outstanding shares of common stock as would have been
received upon conversion of the Series B Preferred Stock at the Conversion Price
(as defined above) for such Series B Preferred Stock then in effect.

     If the Company elects to effect a Remarketing (as defined below), the
Company will adjust the dividend rate on the Series B Preferred Stock to the
rate (as of the date of the Remarketing) necessary in the opinion of a
nationally recognized investment banking firm to allow such bank to resell all
of the Series B Preferred Stock on behalf of all holders who have delivered a
redemption request (such resale, the "Remarketing") at a price of not less than
100% (after deduction of such investment bank's fees) of the liquidation value
then in effect.

Voting Rights. Holders of the outstanding shares of Series B Preferred Stock
will be entitled to vote with the holders of the common stock on all matters
submitted for a vote of holders of common stock (voting together with


                                      -20-



the holders of common stock as one class) and will be entitled to a number of
votes equal to the number of votes to which shares of common stock issuable upon
conversion of such shares of Series B Preferred Stock would have been entitled
if such shares of common stock had been outstanding at the time of the
applicable vote and related record date. Also, so long as at least one-third of
the aggregate outstanding shares of Series B Preferred Stock issued prior to the
date of determination remains outstanding, the Company will be prohibited from
taking certain actions specified in the Series B Certificate of Designations
(including certain amendments to the Company's By-Laws or Certificate of
Incorporation, the issuance of any securities ranking senior to or on parity
with the Series B Preferred Stock and the incurrence of indebtedness in excess
of certain financial ratios) without the Company obtaining the written consent
or affirmative vote at a meeting called for that purpose by holders of at least
a majority of the outstanding shares of Series B Preferred Stock.

Terms of the Series C Preferred Stock
- -------------------------------------

Overview. The shares of Series C Preferred Stock issued to Warburg Pincus and
Catterton pursuant to the Equity Purchase Agreement and Assignment Agreement are
redeemable non-voting securities that will be mandatorily convertible into
Series B Preferred Stock and common stock, as more fully described below.

Mandatory Conversion.  Upon receipt of both:

     o   approval by our shareholders of the mandatory conversion of the Series
         C Preferred Stock into Series B Preferred Stock and common stock (the
         "Conversion Approval"); and

     o   (i) approval by our shareholders of a proposed amendment to our
         Restated Certificate of Incorporation (the "Charter Amendment
         Approval") or (ii) written waivers of the requirement to receive the
         Charter Amendment Approval from the holders of a majority of the
         then-outstanding shares of Series C Preferred Stock (provided that such
         waivers will be deemed to have been granted if the Conversion Approval
         has been obtained, but the Charter Amendment Approval has not been
         obtained as of April 8, 2007),

then each share of Series C Preferred Stock shall automatically convert into a
number of shares of fully paid and non-assessable shares of both Series B
Preferred Stock and common stock.

     The affirmative vote of a majority of the votes in person or represented by
proxy entitled to vote is necessary for the Conversion Approval. The Charter
Amendment Approval requires the approval of the Company's stockholders by the
affirmative vote of a majority of the outstanding shares of common stock and
Series B Preferred Stock voting as a single class. While the shares of common
stock and Series B Preferred Stock held by Warburg Pincus and Catterton are
entitled to vote their shares of Common Stock and Series B Preferred Stock with
respect to the Conversion Approval, the New York Stock Exchange has informed us
that such votes by the holders of common stock and Series B Preferred Stock will
not count for purposes of obtaining the majority required by New York Sock
Exchange rules.

     The number of shares of Series B Preferred Stock into which a share of
Series C Preferred Stock is convertible is determined by multiplying the Base
Liquidation Value (as defined below) in effect at the time of conversion by
0.857143 and dividing by $1,000. The number of shares of our common stock into
which a share of Series C Preferred Stock is convertible is determined by
multiplying the Base Liquidation Value in effect at the time of conversion by
0.142857 and dividing by the mandatory conversion price of $30 (subject to
certain customary anti-dilutions adjustments as set forth in the Series C
Certificate of Designations and/or as described below). The base liquidation
value ("Base Liquidation Value") for the shares of the Series C Preferred Stock
was $1,000 per share, which amount will accrete at a rate of 3.50% per annum,
compounded annually, from October 8, 2004, provided that such rate will increase
to 5.00% as of April 7, 2005 and will thereafter increase at the end of each
successive six-month period by adding 50 basis points to the rate then in effect
if any shares of Series C Preferred Stock are then outstanding, through but not
including October 8, 2009, plus any accrued but unpaid dividends thereon
(subject to adjustment upon certain changes of control as described below). The
Base Liquidation Value is also subject to further adjustment as follows:

     o   In the event of a change in control prior to October 8, 2009 providing
         for the payment of an amount per share of common stock below the
         applicable change in control threshold price, the liquidation value
         will automatically increase to the amount to which it would have
         accreted up


                                      -21-



         until the date of such Change of control had the accretion rate been
         10% per annum, compounded daily, during such period, plus any declared
         but unpaid dividends;

     o   From and after October 8, 2009, the Base Liquidation Value less the
         Base Liquidation Value on October 8, 2009 will be increased by
         $2,100.00 per share; and

     o   The liquidation value is subject to adjustment in the event the Company
         undertakes certain business combinations or other extraordinary
         transaction, or the Company is liquidated or dissolved.

Dividends. Holders of the outstanding shares of Series C Preferred Stock will
have the right to participate equally and ratably with the holders of shares of
common stock and holders of shares of Series B Preferred Stock in all dividends
and distributions paid on the common stock (whether in the form of cash, stock
or otherwise). Additionally, beginning with the three-month period ending
January 8, 2010, the holders of the outstanding shares of Series C Preferred
Stock will be entitled to receive quarterly cash dividends equal to 9.5% of the
Base Liquidation Value then in effect. If the Company fails to pay this dividend
in a given period, the dividend rate will be increased to 10.0% of the Base
Liquidation Value in subsequent quarterly periods until the quarterly period
following the date on which all such prior dividends have been paid in full.

Change of Control. Upon a change in control, holders of the outstanding shares
of Series C Preferred Stock may, at their election:

     o   if the Conversion Approval (as defined above) has been obtained,
         convert the Series C Preferred Stock into common stock and receive the
         Change in Control Consideration (as described below) upon conversion;

     o   exercise their special redemption rights;

     o   in lieu of receiving any liquidation value in respect of such Series C
         Preferred Stock upon such change in control, continue to hold the
         Series C Preferred Stock in any surviving entity resulting from such
         change in control or, in the case of a sale of the Company's assets
         which results in a change in control, the entity purchasing such
         assets; or

     o   within sixty days after the date of the change in control, request, in
         lieu of receiving the Change in Control Consideration, that the Company
         redeem, out of funds lawfully available for the redemption of shares,
         the Series C Preferred Stock for an amount in cash equal to the
         liquidation value as of the redemption date and after giving effect to
         the change in control; provided, that the Company may, in lieu of
         making the redemption so requested, effect a Remarketing, as described
         below.

     With respect to Series C Preferred Stock, "Change in Control Consideration"
means the shares of stock, securities, cash or other property issuable or
payable (as part of any reorganization, reclassification, consolidation, merger
or sale in connection with the change in control) with respect to or in exchange
for such number of outstanding shares of common stock as would have been
received upon conversion of the Series C Preferred Stock (or conversion of the
Series B Preferred Stock into which the Series C Preferred Stock is convertible)
at the Conversion Price for such Series C Preferred Stock then in effect.

     If we elect to effect a Remarketing, we will adjust the dividend rate on
the Series C Preferred Stock to the rate (as of the date of the Remarketing)
necessary in the opinion of a nationally recognized investment banking firm to
allow such bank to resell all of the Series C Preferred Stock on behalf of all
holders who have delivered a redemption request (such resale, the "Remarketing")
at a price of not less than 100% (after deduction of such investment bank's
fees) of the liquidation value then in effect.

Voting Rights. Holders of the outstanding shares of Series C Preferred Stock
will not be entitled to vote on matters submitted to the holders of the
Company's Common stock and Series B Preferred Stock. However, so long as at
least one-third of the aggregate outstanding shares of Series C Preferred Stock
issued prior to the date of determination remain outstanding, the Company will
be prohibited from taking certain actions specified in the Series C Certificate
of Designations (including certain amendments to the Company's By-Laws or
Certificate of


                                      -22-



Incorporation, the issuance of any securities ranking senior to or on parity
with the Series C Preferred Stock and the incurrence of indebtedness in excess
of certain financial ratios) without the Company obtaining the written consent
or affirmative vote at a meeting called for that purpose by holders of at least
a majority of the outstanding shares of Series C Preferred Stock.

Other Key Terms in the Equity Purchase Agreements
- -------------------------------------------------

     o   The Equity Purchase Agreement contains a standstill agreement
         restricting the Warburg Pincus selling stockholders, without our
         consent, until but not including October 8, 2009 (the "Standstill
         Period"), from acquiring beneficial ownership of more than 30% of the
         Company's voting stock or common stock (assuming conversion of the
         Preferred Stock into common stock) or engaging or participating in
         certain specified change of control transactions with respect to the
         Company, including a merger or other business combination, acquisition
         of assets or other similar transactions (each, a "Change of Control
         Transaction").

     o   The Assignment Agreement contains a standstill agreement restricting
         the Catterton selling stockholders, without our consent, during the
         Standstill Period, from acquiring beneficial ownership of more than 5%
         of the Company's voting stock or common stock (assuming conversion of
         the Preferred Stock into Common Stock) or engaging or participating in
         any Change of Control Transaction.

     o   The Equity Purchase Agreement and Assignment Agreement provide that, in
         certain circumstances, Warburg Pincus and Catterton will be permitted
         to maintain their respective ownership interests in the Company if the
         Company makes a new public or private offering of common stock (or
         securities convertible or exchangeable into common stock).

     o   The Equity Purchase Agreement and Assignment Agreement also include
         liquidity rights pursuant to which, after October 8, 2009, holders of
         at least 75% of the then outstanding shares of Series B Preferred Stock
         and shares of Series C Preferred Stock, considered as a single class,
         will have the right to submit a request in writing that the Company
         initiate a recapitalization in which each share of Series B Preferred
         Stock and Series C Preferred Stock outstanding as of the date of
         consummation of such transaction will be reclassified and repaid in an
         amount equal to or in excess of each such series of Preferred Stock's
         liquidation value then in effect; the Company will then be required to
         complete a recapitalization or alternatively, the Company may, at its
         sole election, remarket the Preferred Stock for a purchase price not
         less than an amount equal to or in excess of each such series of
         Preferred Stock's liquidation value then in effect.

     o   The Company is required to cause, for so long as Warburg Pincus owns at
         least one-third of the shares of Series B Preferred Stock initially
         purchased (on an as converted basis), one person nominated by Warburg
         Pincus to be elected or appointed to the Company's Board of Directors
         as promptly as practicable following October 8, 2004 (the "Board
         Representative") and who, when serving on the Board of Directors, will
         be entitled to serve on all major committees and subcommittees of the
         Board of Directors, except to the extent prohibited by applicable law
         or stock exchange regulation; Charles R. Kaye, the Co-President of
         Warburg Pincus LLC, which manages each of the Warburg Pincus funds that
         are selling stockholders is the initial Board Representative.

     Under the Equity Purchase Agreement and the Assignment Agreement, we agreed
to register the number of shares of our common stock purchased by Warburg Pincus
and by Catterton and the number of shares of our common stock issuable upon the
conversion into our common stock of the Preferred Stock purchased by the selling
stockholders. We are registering those shares of our common stock in order to
permit those selling stockholders to offer and sell the shares for resale from
time to time. Except for the ownership of those shares of our common stock and
Preferred Stock and the appointment of Charles R. Kaye to our board of directors
pursuant to the Equity Purchase Agreement, the selling stockholders have not had
any material relationship with us within the past three years.


     Our registration of such shares of our common stock does not necessarily
mean that the selling stockholders will elect to convert any or all of their
Series B Preferred Stock and Series C Preferred Stock or sell any of our common
stock that we have registered.

                                      -23-



     The following table sets forth certain information regarding the beneficial
ownership of our outstanding shares of our common stock as of April 15, 2005 by
each of the selling stockholders, and as adjusted to reflect the sale of the
shares in this offering. As of April 15, 2005, approximately 29,213,120 shares
of our common stock were outstanding. The 15,628,492 shares of our common stock
registered for public resale pursuant to this prospectus and listed under the
column "Number of Shares Being Offered" include: (i) 714,286 shares of our
common stock issued in the Equity Investment Financing; (ii) an estimated
4,771,938 shares that may be issued upon the conversion of the 128,571 shares of
Series B Preferred Stock issued in the Equity Investment Financing; and (iii)
10,142,267 shares of our common stock that may be issued upon full conversion of
the 200,000 shares of Series C Preferred Stock issued in the Equity Investment
Financing (which number of shares of common stock assumes the full conversion
into shares of common stock of the shares of Series B Preferred Stock issuable
upon such Series C Preferred Stock conversion).


     For the purposes of estimating the number of shares of our common stock to
be registered for public resale pursuant to this prospectus upon conversion of
the Series B Preferred Stock, we calculated 100% of the number of shares of our
common stock issuable upon conversion of the Series B Preferred Stock. We have
assumed the conversion of all outstanding shares of Series B Preferred Stock at
a Base Liquidation Value of $1,187.69 (which represents the Base Liquidation
Value as of October 8, 2009 and our reasonable estimate of the maximum Base
Liquidation Value for such stock) and a conversion price of $32.


     For the purposes of estimating the number of shares of our common stock to
be to be registered for public resale pursuant to this prospectus upon
conversion of the Series C Preferred Stock, we calculated 100% of the number of
shares of our common stock issuable upon conversion of the Series C Preferred
Stock. Series C Preferred Stock is convertible under certain circumstances into
a number of shares of fully paid and non-assessable shares of both (x) Series B
Preferred Stock and (y) common stock. We have assumed the conversion of all
outstanding shares of Series C Preferred Stock at a Base Liquidation Value of
$1,386.51 (which represents the Base Liquidation Value as of October 8, 2009 and
our reasonable estimate of the maximum Base Liquidation Value for such stock).

     Each selling stockholder has informed us that it is not a registered
broker-dealer. In addition, each selling stockholder has informed us that it is
not an affiliate of a registered broker-dealer.


     Shares listed under the heading "Number of Shares Being Offered" represent
the number of shares that may be sold by each selling stockholder pursuant to
this prospectus. Pursuant to Rule 416 of the Securities Act, the registration
statement of which this prospectus is a part also covers any additional shares
of our common stock which become issuable in connection with such shares because
of any stock dividend, stock split, or other similar transaction effected
without the receipt of consideration which results in an increase in the number
of outstanding shares of our common stock.

     The information under the heading "Shares of Common Stock Beneficially
Owned After Offering" assumes each selling stockholder sells all of its shares
offered pursuant to this prospectus to unaffiliated third parties, that the
selling stockholders will acquire no additional shares of our common stock prior
to the completion of this offering, and that any other shares of our common
stock beneficially owned by the selling stockholders will continue to be
beneficially owned. Each selling stockholder may sell all, part or none of its
shares.


     The information under the heading "Shares of Common Stock Beneficially
Owned Prior to Offering" is determined in accordance with the rules of the
Commission, and includes voting and investment power with respect to shares.
Shares of common stock subject to options, warrants, or issuable upon conversion
of convertible securities currently exercisable or exercisable within 60 days
from April 15, 2005 are deemed outstanding for computing the percentage
ownership of the person holding the options, warrants or convertible securities,
but are not deemed outstanding for computing the percentage of any other person.




                                      -24-





                                 SHARES OF COMMON STOCK
                                      BENEFICIALLY                                   SHARES OF COMMON STOCK
                                     OWNED PRIOR TO           NUMBER OF SHARES       BENEFICIALLY OWNED AFTER
                                        OFFERING                BEING OFFERED                OFFERING
                                        --------                -------------                --------
                                 NUMBER       PERCENT (1)                            NUMBER            PERCENT
                                 ------       -----------                            ------            -------

Warburg Pincus Private          4,119,401        12.6%              13,393,618          0                  *
Equity VIII, L.P. (2)(3)

Catterton Partners (2)(4)        686,556          2.3%              2,234,874           0                  *



*    Less than 1%.

This table is based upon information supplied by the selling stockholders and
information contained in Schedule 13D filings by Warburg Pincus.


(1)  Applicable percentage of ownership for each selling stockholder is based on
     29,213,120 shares of our common stock outstanding as of April 15, 2005,
     plus the number of shares of our common stock issuable to each such selling
     stockholder upon conversion of any shares of Series B Preferred Stock or
     Series C Preferred Stock held by it.

(2)  "Shares of Common Stock Beneficially Owned Prior to Offering" includes
     shares of our common stock purchased in the Equity Investment Financing,
     plus shares of our common stock issuable upon conversion of Series B
     Preferred Stock purchased in the Equity Investment Financing and which are
     covered by this prospectus, but exclude shares of our common stock issuable
     upon conversion of the Series C Preferred Stock purchased in the Equity
     Investment Financing. For purposes of determining the number of shares
     issuable upon conversion of the Series B Preferred Stock and the Series C
     Preferred Stock, we have assumed a liquidation value of $1,000 for each of
     the Series B Preferred Stock and Series C Preferred Stock and conversion
     prices of $32 per share and $30 per share for the Series B Preferred Stock
     and Series C Preferred Stock, respectively.

(3)  The holdings of Warburg Pincus Private Equity VIII, L.P. include the
     holdings of Warburg Pincus Netherlands Private Equity VIII I, C.V. and
     Warburg Pincus Germany Private Equity VIII, K.G. Warburg Pincus & Co. is
     the sole general partner of each of the funds which hold the Preferred
     Stock of record, and Warburg Pincus LLC manages each of such funds. The
     shares held by Warburg Pincus Private Equity VIII, L.P. are beneficially
     owned by Warburg Pincus Private Equity VIII, L.P., Warburg Pincus
     Netherlands Private Equity VIII I, C.V. and Warburg Pincus Germany Private
     Equity VIII, K.G. All of the shares beneficially owned by the foregoing may
     be deemed to be beneficially owned by Warburg Pincus Partners LLC and
     Warburg Pincus LLP, which are the general partner and manager,
     respectively, of each of Warburg Pincus Private Equity VIII, L.P., Warburg
     Pincus Netherlands Private Equity VIII I, C.V. and Warburg Pincus Germany
     Private Equity VIII, K.G. and may be deemed to be beneficially owned by
     Warburg Pincus & Co. which owns all of the equity of Warburg Pincus
     Partners LLC. The address for Warburg Pincus is 466 Lexington Avenue, New
     York, New York 10017.

(4)  The holdings of Catterton Partners include the holdings of Catterton
     Partners V, L.P., Catterton Partners V Offshore, L.P. and Catterton
     Coinvest I, L.L.C. Catterton Managing Partner V, L.L.C. is the general
     partner of Catterton Partners V, L.P. and Catterton Partners V Offshore,
     L.P. and, therefore, may be deemed to be the beneficial owner of the shares
     of Preferred Stock and Common Stock held by Catterton Partners V, L.P. and
     Catterton Partners V Offshore, L.P. CP5 Principals, L.L.C. is the Managing
     Member of Catterton Managing Partner V, L.L.C. and, therefore, may also be
     deemed to be the beneficial owner of the shares of Preferred Stock and
     Common Stock held by Catterton Partners V, L.P. and Catterton Partners V
     Offshore, L.P. Catterton Partners V Management Company, L.L.C. is the
     manager of Catterton Coinvest I, L.L.C. and, therefore, may be deemed to be
     the beneficial owner of the shares of Preferred Stock and Common Stock held
     by Catterton Coinvest I, L.L.C. The address for Catterton Partners is 599
     West Putnam Avenue, Suite 200, Greenwich, Connecticut 06830.


                                      -25-


                           DESCRIPTION OF COMMON STOCK

     The following description of our common stock does not purport to be
complete and is subject in all respects to applicable Delaware law and qualified
by reference to the provisions of our restated certificate of incorporation, as
amended, and bylaws. Copies of our certificate of incorporation and bylaws are
incorporated by reference and will be sent to stockholders upon request. See
"Where Can You Find More Information."

Authorized Common Stock


         We have authorized 50,000,000 shares of our common stock, par value
$0.01 per share. As of April 15, 2005, there were 29,213,120 shares of our
common stock outstanding. We intend to seek an amendment to amend our Restated
Certificate of Incorporation to increase the number of shares of our authorized
common stock to 150,000,000. As the amendment to our Restated Certificate of
Incorporation requires, in accordance with Delaware law, the approval by a
majority of our stockholders who are present in person or by proxy at the
stockholders' meeting (assuming that a quorum is present at such meeting), we
intend to include a proposal in our Proxy Statement for our 2005 Annual Meeting
of Stockholders relating to the amendment of the Restated Certificate of
Incorporation and recommend to our stockholders that they approve the proposal.


Voting Rights

     The holders of our common stock are entitled to one vote for each share on
all matters voted on by our stockholders, including the election of directors.
No holders of our common stock have any right to cumulative voting.

Dividend Rights

     Subject to any preferential rights of any outstanding series of preferred
stock, created by our board of directors, the holders of our common stock will
be entitled to such dividends as may be declared from time to time by our board
of directors from funds available therefore. We currently do not and do not
intend to pay cash dividends on our common stock in the foreseeable future, and,
at this time, are restricted from doing so under the terms of our credit
facility and the indenture governing our senior subordinated notes.

Rights Upon Liquidation


     In the event of a liquidation, dissolution or winding up, the holders of
our common stock are entitled to share ratably in all assets remaining after
payment of liabilities and the liquidation value and other amounts owed to the
holders of our preferred stock.


Preemptive Rights

     Holders of our common stock have no preemptive rights or rights to convert
their shares of common stock into any other securities.

Other Rights

     There are no redemption or sinking fund provisions applicable to our common
stock.


                                      -26-


                              PLAN OF DISTRIBUTION

     The selling stockholders, which as used herein includes donees, pledgees,
transferees or other successors-in-interest selling shares of our common stock
or interests in shares of our common stock received after the date of this
prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer, may, from time to time, sell, transfer or
otherwise dispose of any or all of their shares of our common stock or interests
in shares of our common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These dispositions
may be at fixed prices, at prevailing market prices at the time of sale, at
prices related to the prevailing market price, at varying prices determined at
the time of sale, or at negotiated prices.

     The selling stockholders may use any one or more of the following methods
when disposing of shares or interests therein:

     o   market transactions in accordance with the rules of the New York Stock
         Exchange or any other available markets or exchanges;

     o   ordinary brokerage transactions and transactions in which the
         broker-dealer solicits purchasers;

     o   block trades in which the broker-dealer will attempt to sell the shares
         as agent, but may position and resell a portion of the block as
         principal to facilitate the transaction;

     o   purchases by a broker-dealer as principal and resale by the
         broker-dealer for its account;

     o   an exchange distribution in accordance with the rules of the applicable
         exchange;

     o   privately negotiated transactions;

     o   short sales entered into after the date of this prospectus;

     o   through the writing or settlement of options or other hedging
         transactions, whether through an options exchange or otherwise;

     o   distributions to the partners and/or members of the selling
         stockholders;

     o   redemptions or repurchases of interests owned by partners and/or
         members of the selling stockholders;

     o   broker-dealers may agree with the selling stockholders to sell a
         specified number of such shares at a stipulated price per share;

     o   a combination of any such methods of sale; and

     o   any other method permitted pursuant to applicable law.

     The selling stockholders may from time to time, pledge or grant a security
interest in some or all of the shares of our common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or
secured parties may offer and sell the shares of our common stock, from time to
time, under this prospectus, or under an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list
of selling stockholders to include the pledgee, transferee or other
successors-in-interest as selling stockholders under this prospectus. The
selling stockholders also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledgees or other
successors-in-interest will be the selling beneficial owners for purposes of
this prospectus.

     In connection with the sale of our common stock or interests therein, the
selling stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of our
common stock in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also sell shares of our common stock
short and deliver these securities to close out their short

                                      -27-


positions, or loan or pledge our common stock to broker-dealers that in turn may
sell these securities. The selling stockholders may also enter into option or
other transactions with broker-dealers or other financial institutions or the
creation of one or more derivative securities which require the delivery to such
broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such
transaction).


     Purchases to cover a short position may have the effect of preventing or
retarding a decline in the market price of our common stock, and together with
the imposition of the penalty bid, may stabilize, maintain or otherwise affect
the market price of our common stock. As a result, the price of our common stock
may be higher than the price that otherwise might exist in the open market. If
these activities are commenced, they may be discontinued at any time. These
transactions may be effected on the NYSE, in the over-the-counter market or
otherwise.


     The aggregate proceeds to the selling stockholders from the sale of our
common stock offered by them will be the purchase price of our common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the
right to accept and, together with their agents from time to time, to reject, in
whole or in part, any proposed purchase of our common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering.

     The selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided that they meet the criteria and conform to the requirements of that
rule.

     The selling stockholders and any underwriters, broker-dealers or agents
that participate in the sale of our common stock or interests therein may be
"underwriters" within the meaning of Section 2(11) of the Securities Act. Any
discounts, commissions, concessions or profits they earn on any resale of the
shares may be underwriting discounts and commissions under the Securities Act.
Selling stockholders who are "underwriters" within the meaning of Section 2(11)
of the Securities Act will be subject to the prospectus delivery requirements of
the Securities Act.

     To the extent required, the shares of our common stock to be sold, the
names of the selling stockholders, the respective purchase prices and public
offering prices, the names of any agents, dealers or underwriters, any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement that includes this
prospectus.

     In order to comply with the securities laws of some states, if applicable,
our common stock may be sold in these jurisdictions only through registered or
licensed brokers or dealers. In addition, in some states our common stock may
not be sold unless it has been registered or qualified for sale or an exemption
from registration or qualification requirements is available and is complied
with.

     We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates.
In addition, we will make copies of this prospectus (as it may be supplemented
or amended from time to time) available to the selling stockholders for the
purpose of satisfying the prospectus delivery requirements of the Securities
Act. The selling stockholders may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.

     We have agreed to indemnify the selling stockholders against liabilities,
including liabilities under the Securities Act and state securities laws,
relating to the registration of the shares offered by this prospectus.

     We have agreed with the selling stockholders to keep the registration
statement of which this prospectus constitutes a part effective until the
earlier of (1) such time as all of the shares covered by this prospectus have
been disposed of pursuant to and in accordance with the registration statement
or (2) the date on which the shares may be sold pursuant to Rule 144(k) of the
Securities Act.

                                      -28-


                       WHERE YOU CAN FIND MORE INFORMATION


     We are subject to the informational requirements of the Exchange Act, and
in accordance therewith we are required to file periodic reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information filed by us can be inspected and copied at the
Commission's Public Reference Room located at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at the prescribed rates. The Commission also maintains a
site on the World Wide Web that contains reports, proxy and information
statements and other information regarding registrants that file electronically.
The address of such site is http://www.sec.gov. Please call 1-800-SEC-0330 for
further information on the operation of the Commission's Public Reference Room.


     Our common stock is traded on the New York Stock Exchange under the symbol
"JAH." Materials filed by the New York Stock Exchange us can be inspected at the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.

     With respect to our common stock, this prospectus omits certain information
that is contained in the registration statement on file with the Commission, of
which this prospectus is a part. For further information with respect to us and
our common stock, reference is made to the registration statement, including the
exhibits incorporated therein by reference or filed therewith. Statements herein
contained concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit or incorporated by reference to the registration statement. The
registration statement and the exhibits may be inspected without charge at the
offices of the Commission or copies thereof obtained at prescribed rates from
the public reference section of the Commission at the addresses set forth above.

     You should rely on the information contained in this prospectus and in the
registration statement as well as other information you deem relevant. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. This prospectus is an offer to sell, or a
solicitation of offers to buy, securities only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or any sale or exchange of securities, however, we have a duty
to update that information while this prospectus is in use by you where, among
other things, any facts or circumstances arise which, individually or in the
aggregate, represent a fundamental change in the information contained in this
prospectus or any material information with respect to the plan of distribution
was not previously disclosed in the prospectus or there is any material change
to such information in the prospectus. This prospectus does not offer to sell or
solicit any offer to buy any securities other than our common stock to which it
relates, nor does it offer to buy any of these securities in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction.

                                     EXPERTS


     The consolidated financial statements of Jarden Corporation and
subsidiaries (the "Company"), appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 2004 (including the schedule appearing
therein), and Jarden Corporation's management's assessment of the effectiveness
of internal control over financial reporting as of December 31, 2004 included
therein (which did not include an evaluation of the internal control over
financial reporting of Bicycle Holding, Inc., including its wholly owned
subsidiary United States Playing Card Company (collectively "USPC"), have been
audited by Ernst & Young LLP, independent registered public accounting firm, as
set forth in its reports thereon, which as to the report on internal control
over financial reporting contains an explanatory paragraph describing the above
referenced exclusion of USPC from the scope of management's assessment and such
firm's audit of internal control over financial reporting, included therein and
incorporated herein by reference. Such consolidated financial statements and
management's assessment shall have been incorporated herein by reference in
reliance upon such reports given on the authority of such firm as experts in
accounting and auditing.

     The consolidated financial statements of Bicycle Holding, Inc. and
subsidiaries as of and for the year ended September 28, 2003 incorporated in
this prospectus by reference from Jarden Corporation's Current Report on Form
8-K/A dated August 6, 2004, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report (which report expresses an
unqualified opinion and includes an explanatory paragraph relating to the sale
of Bicycle Holding, Inc.), which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.


                                      -29-



     The consolidated financial statements of American Household, Inc. and
subsidiaries as of December 31, 2004 and 2003 and for the years ended December
31, 2004, 2003 and 2002 incorporated in this prospectus by reference from Jarden
Corporation's Current Report on Form 8-K/A dated March 24, 2005 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report (which report expresses an unqualified opinion and includes explanatory
paragraphs relating to the fresh start reporting described in Note 10, the
change in accounting for goodwill and other intangible assets in 2002 described
in Notes 2 and 4 and the sale of American Household, Inc. described in Note 1),
which is incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.


                                  LEGAL MATTERS

     The validity of the shares of common stock offered hereby will be passed
upon for us by Kane Kessler, P.C., New York, New York. Any underwriters will be
advised of the other issues relating to any offering by their own legal counsel.



                                      -30-


- --------------------------------------------------------------------------------



                                   PROSPECTUS

                               JARDEN CORPORATION

                       15,628,492 SHARES OF COMMON STOCK,
                            PAR VALUE $0.01 PER SHARE

                            ------------------------


                              ___________ __, 2005


NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON ANY
UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO SELL
ONLY THE SHARES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN
JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.

- --------------------------------------------------------------------------------




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The expenses to be paid by us in connection with the distribution of the
common stock, par value $0.01 per share, of Jarden Corporation (the
"Registrant") being registered are as set forth in the following table:

     Registration Fee - Securities and Exchange Commission       $ 80,054
     *Legal Fees and Expenses                                     200,000
     *Accounting Fees and Expenses                                 50,000
     *Printing Fees and Expenses                                   20,000
     *Blue Sky Fees                                                    --
     *Miscellaneous                                                25,000
                                                                ---------
     *Total                                                     $ 375,054
                                                                =========

     *Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer employee or
agent of another corporation or other enterprise, against expenses, costs or
fees (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding (a) if such person acted in good faith and in a
manner that such person reasonably believed to be in or not opposed to the best
interests of the corporation and (b) with respect to any criminal action or
proceeding, if such person had no reasonable cause to believe such conduct was
unlawful. If the person indemnified is not wholly successful in such action,
suit or proceeding, but is successful, on the merits or otherwise, in one or
more but less than all the claims, issues or matters in such proceeding, such
person may be indemnified against expenses actually and reasonably incurred in
connection with each successfully resolved claim, issue or matter. In the case
of an action or suit by or in the right of the corporation, no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery of the State of Delaware, or the court in
which such action or suit was brought, shall determine that, despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145
provides that, to the extent a director, officer, employee or agent of a
corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or manner therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.

     Section B of Article VII of the Registrant's Restated Certificate of
Incorporation, as amended, provides the following:

     1.  The Registrant shall indemnify each person who is or was a director,
         officer or employee of the Registrant, or of any other corporation,
         partnership, joint venture, trust or other enterprise which he is
         serving or served in any capacity at the request of the Registrant,
         against any and all liability and reasonable expense that may be
         incurred by such person in connection with or resulting from any claim,
         actions, suit or proceeding (whether actual or threatened, brought by
         or in the right of the Registrant or such other corporation,
         partnership, joint venture, trust or other enterprise, or otherwise,
         civil, criminal, administrative, investigative, or in connection with
         an appeal relating thereto), in which such person may become involved,
         as a party or otherwise, by reason of such person's being or having
         been a director, officer or employee of the Registrant or of such other
         corporation, partnership, joint venture, trust or other enterprise or
         by reason of any past or future action taken or not taken in such
         person's capacity as such director, officer or employee, whether or not
         such person continues to be

                                      II-1


         such at the time such liability or expense is incurred, provided that a
         determination is made by the Registrant in accordance with Delaware law
         that such person acted in good faith and in a manner he reasonably
         believed to be in the best interests of the Registrant or at least not
         opposed to the best interests of such other corporation, partnership,
         joint venture, trust or other enterprise, as the case may be, and, in
         addition, in any criminal action or proceedings, had reasonable cause
         to believe such person's conduct was lawful or no reasonable cause to
         believe that such person's conduct was unlawful. The termination of a
         proceeding by judgment, order, settlement, conviction or upon a plea of
         nolo contendere or its equivalent is not, of itself, determinative that
         the person did not meet the standard of conduct described in the
         previous sentence. Notwithstanding the foregoing, there shall be no
         indemnification (a) as to amounts paid or payable to the Registrant or
         such other corporation, partnership, joint venture, trust or other
         enterprise, as the case may be, for or based upon the director, officer
         or employee having gained in fact any personal profit or advantage to
         which such person was not legally entitled; (b) as to amounts paid or
         payable to the Registrant for an accounting of profits in fact made
         from the purchase or sale of securities of the Registrant within the
         meaning of Section 16(b) of the Exchange Act and amendments thereto or
         similar provisions of any state statutory law; or (c) with respect to
         matters as to which indemnification would be in contravention of the
         laws of the State of Delaware or of the United States of America
         whether as a matter of public policy or pursuant to statutory
         provisions.

     2.  Any such director, officer or employee who has been wholly successful,
         on the merits or otherwise, with respect to any claim, action, suit or
         proceeding of the character described herein shall be entitled to
         indemnification as of right, except to the extent such person has
         otherwise been indemnified. Except as provided in the preceding
         sentence, any indemnification hereunder shall be granted by the
         Registrant, but only if (a) the Board of Directors of the Registrant,
         acting by a quorum consisting of directors who are not partners to or
         who have been wholly successful with respect to such claim, action,
         suit or proceeding, shall find that the director, officer or employee
         has met the applicable standards of conduct set forth in paragraph 1
         above; or (b) outside legal counsel engaged by the Registrant (who may
         be regular counsel of the Registrant) shall deliver to the Registrant
         its written opinion that such director, officer or employee has met
         such applicable standards of conduct; or (c) a court of competent
         jurisdiction has determined that such director, officer or employee has
         met such standards, in an action brought either by the Registrant, or
         by the director, officer or employee seeking indemnification, applying
         de novo such applicable standards of conduct. The termination of any
         claim, action, suit or proceeding, civil or criminal, by judgment,
         settlement (whether with or without court approval) or conviction or
         upon a plea of guilty or of nolo contendere, or its equivalent, shall
         not create a presumption that a director, officer or employee did not
         meet the applicable standards of conduct set forth in paragraph 1
         above.

     3.  As used in Section B of Article VII, the term "liability" means amounts
         paid in settlement or in satisfaction of judgments of fines or
         penalties, and the term "expense" includes, but is not limited to,
         attorneys' fees and disbursements, incurred in connection with the
         claim, action, suit or proceeding. The Registrant may advance expenses
         to, or where appropriate may at its option and expense undertake the
         defense of, any such director, officer or employee upon receipt of an
         undertaking by or on behalf of such person to repay such expenses if it
         should ultimately be determined that the person is not entitled to
         indemnification under this Section B of Article VII.

     4.  The provisions of Section B of Article VII are applicable to claims,
         actions, suits or proceedings made or commenced after the adoption
         hereof, whether arising from acts or omissions to act occurring before
         or after the adoption thereof. If several claims, issues or matters of
         action are involved, any such director, officer or employee may be
         entitled to indemnification as to some matters even though he is not so
         entitled as to others. The rights of indemnification provided
         thereunder are in addition to any rights to which any director, officer
         or employee concerned may otherwise be entitled by contract or as a
         matter of law, and inure to the benefit of the heirs, executors and
         administrators of any such director, officer or employee. Any repeal or
         modification of the provisions of Section B of Article VII by the
         stockholders of the Registrant will not adversely affect any rights to
         indemnification and advancement of expenses existing pursuant to such
         Section with respect to any acts or omissions occurring prior to such
         repeal or modification.

                                      II-2


     The Registrant's directors and officers are insured (subject to certain
exceptions and deductions) against liabilities which they may incur in their
capacity as such including liabilities under the Securities Act, under liability
insurance policies carried by the Registrant.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  Exhibits

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

3.1            Restated Certificate of Incorporation of Jarden Corporation
               (filed as Exhibit 3.1 to Jarden's Annual Report on Form 10-K,
               filed with the Commission on March 27, 2002, and incorporated
               herein by reference).

3.2            Certificate of Amendment of Restated Certificate of Incorporation
               of Jarden Corporation (filed as Exhibit 3.2 to Jarden's Current
               Report on Form 8-K, filed with the Commission on June 4, 2002,
               and incorporated herein by reference).

3.3            Certificate of Designations, Preferences and Rights of Series B
               Convertible Participating Preferred Stock and the Certificate of
               Correction thereto (Filed as Exhibit 3.1 to Jarden's Current
               Report on Form 8-K, filed with the Commission on January 27,
               2005, and incorporated herein by reference).

3.4            Certificate of Designations, Preferences and Rights of Series C
               Mandatory Convertible Participating Preferred Stock and the
               Certificate of Correction thereto (Filed as Exhibit 3.2 to
               Jarden's Current Report on Form 8-K, filed with the Commission on
               January 27, 2005, and incorporated herein by reference).

3.5            Bylaws of Jarden Corporation (filed as Exhibit C to Jarden's
               Definitive Proxy Statement, filed with the Commission on November
               26, 2001, and incorporated herein by reference).


5.1            Opinion of Kane Kessler, P.C. (2)

23.1           Consent of Independent Registered Public Accounting Firm. (2)

23.2           Consent of Independent Auditors. (2)

23.3           Consent of Independent Auditors. (2)

23.4           Consent of Kane Kessler, P.C. (Included in Exhibit 5.1). (2)

24.1           Power of Attorney (included on the signature page of the
               Registration Statement hereto). (1)



(1)  Previously filed as an exhibit to the Company's Registration Statement on
     Form S-3 (Registration No. 333-123218) as filed with the Securities and
     Exchange Commission on March 9, 2005.


(2)  Filed herewith.

(b)  Financial Statement Schedules:

     None.

                                      II-3


ITEM 17. UNDERTAKINGS

1.   The undersigned Registrant hereby undertakes:

     (a) To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

         (i)   To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               registration statement;

         (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

         provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement;

     (b) That, for the purpose of determining any liability under the Securities
         Act, each such post-effective amendment shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof; and

     (c) To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

2.   The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to section 15(d) of the Exchange Act) that is
     incorporated by reference in the registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

3.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     undersigned Registrant pursuant to the provisions described in Item 15 or
     otherwise, the Registrant has been advised that in the opinion of the
     Commission such indemnification is against public policy as expressed in
     the Securities Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                      II-4


4.   The undersigned Registrant further undertakes that (a) for purposes of
     determining any liability under the Securities Act, the information omitted
     from the form of prospectus filed as part of this registration statement in
     reliance upon Rule 430A and contained in a form of prospectus filed by the
     Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the
     Securities Act shall be deemed to be part of this registration statement as
     of the time it was declared effective; and (b) for the purpose of
     determining any liability under the Securities Act, each post-effective
     amendment that contains a form of prospectus shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.



                                      II-5


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rye, State of New York, on April 22, 2005.



                                     JARDEN CORPORATION



                                     By: /s/ Ian G.H. Ashken
                                         -------------------------------------
                                         Name:  Ian G.H. Ashken
                                         Title: Vice Chairman, Chief Financial
                                                Officer and Secretary



     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on April 22, 2005:



           Name                                    Title
           ----                                  -----

                                       Chairman and Chief Executive Officer
/s/  Martin E. Franklin                (Principal Executive Officer)
- ----------------------------------
Martin E. Franklin

                                       Vice Chairman, Chief Financial Officer
                                       and Secretary (Principal Financial
/s/ Ian G.H. Ashken                    Officer and Principal Accounting Officer)
- ----------------------------------
Ian G. H. Ashken

*                                      Director
- ----------------------------------
Rene-Pierre Azria

*                                      Director
- ----------------------------------
Douglas W. Huemme

*                                      Director
- ----------------------------------
Charles R. Kaye

*                                      Director
- ----------------------------------
Richard L. Molen


*                                      Director
- ----------------------------------
Irwin Simon


*                                      Director
- ----------------------------------
Robert L. Wood

*By:  /s/ Ian G.H. Ashken
      --------------------------
      Ian G. H. Ashken
      (Attorney-In-Fact)





                                  EXHIBIT INDEX

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

3.1            Restated Certificate of Incorporation of Jarden Corporation
               (filed as Exhibit 3.1 to Jarden's Annual Report on Form 10-K,
               filed with the Commission on March 27, 2002, and incorporated
               herein by reference).

3.2            Certificate of Amendment of Restated Certificate of Incorporation
               of Jarden Corporation (filed as Exhibit 3.2 to Jarden's Current
               Report on Form 8-K, filed with the Commission on June 4, 2002,
               and incorporated herein by reference).

3.3            Certificate of Designations, Preferences and Rights of Series B
               Convertible Participating Preferred Stock and the Certificate of
               Correction thereto (Filed as Exhibit 3.1 to Jarden's Current
               Report on Form 8-K, filed with the Commission on January 27,
               2005, and incorporated herein by reference).

3.4            Certificate of Designations, Preferences and Rights of Series C
               Mandatory Convertible Participating Preferred Stock and the
               Certificate of Correction thereto (Filed as Exhibit 3.2 to
               Jarden's Current Report on Form 8-K, filed with the Commission on
               January 27, 2005 and incorporated herein by reference).

3.5            Bylaws of Jarden Corporation (filed as Exhibit C to Jarden's
               Definitive Proxy Statement, filed with the Commission on November
               26, 2001, and incorporated herein by reference).


5.1            Opinion of Kane Kessler, P.C. (2)

23.1           Consent of Independent Registered Public Accounting Firm. (2)

23.2           Consent of Independent Auditors. (2)

23.3           Consent of Independent Auditors. (2)

23.4           Consent of Kane Kessler, P.C. (Included in Exhibit 5.1). (2)

24.1           Power of Attorney (included on the signature page of the
               Registration Statement hereto). (1)



(1)  Previously filed as an exhibit to the Company's Registration Statement on
     Form S-3 (Registration No. 333-123218) as filed with the Securities and
     Exchange Commission on March 9, 2005.


(2)  Filed herewith.

EX-5.1

                                                                     EXHIBIT 5.1


                        Letterhead of Kane Kessler, P.C.
                     1350 Avenue of the Americas, 26th Floor
                            New York, New York 10019

                                 April 22, 2005


Jarden Corporation
555 Theodore Fremd Avenue
Rye, New York 10580

               RE:  REGISTRATION STATEMENT ON FORM S-3 OF JARDEN CORPORATION
                    --------------------------------------------------------

Ladies and Gentlemen:

     We have acted as special counsel to Jarden Corporation, a Delaware
corporation (the "Company") in connection with the Company's preparation and
filing of a registration statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement is being filed to register (i) 714,286 shares of common stock, par
value $0.01 per share (the "Common Stock"), of the Company currently held by
certain selling stockholders; and (ii) an estimated 14,914,205 shares of Common
Stock (the "Conversion shares," and together with the Common Stock, the
"Securities"), comprised of (a) 4,771,938 shares of Common Stock of the Company
issuable upon conversion in full of 128,571 shares of the Series B Convertible
Participating Preferred Stock, par value $0.01 per share (the "Series B
Preferred Stock"), of the Company; and (b) 10,142,267 shares of Common Stock
issuable upon conversion in full of 200,000 shares of the Series C Mandatory
Convertible Participating Preferred Stock, par value $0.01 per share (the
"Series C Preferred Stock"), of the Company (which number of shares of Common
Stock assumes the full conversion into shares of Common Stock of the shares of
Series B Preferred Stock issuable upon such Series C Preferred Stock
conversion). We understand that the Securities are to be sold by the selling
stockholders to the public from time to time as described in the Registration
Statement. Capitalized terms not otherwise defined herein shall have their
respective meanings as set forth in the Registration Statement.

     In our capacity as counsel to the Company in connection with the matters
referred to above, we have examined copies of the following: (i) the Restated
Certificate of Incorporation of the Company, as amended, (ii) the By-laws of the
Company, and records of certain of the Company's corporate proceedings as
reflected in its minute books; (iii) the Registration Statement, in the form
filed with the Commission through the date hereof; (iv) the Equity Purchase
Agreement; and (v) the Assignment Agreement. We have also examined such other
documents, papers, authorities and statutes as we have deemed necessary to form
the basis of the opinions hereinafter set forth.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such documents. As to certain facts material to
this opinion, we have relied upon oral or written statements and representations
of officers and other representatives of the Company and public officials, and
such other documents and information as we have deemed necessary or appropriate
to enable us to render the opinions expressed below. We have not undertaken any
independent investigation to determine the accuracy of any such facts.

     Based upon and subject to the foregoing, we are of the opinion that (i) the
Common Stock is validly issued, fully paid and non-assessable; and (b) the
Conversion Shares, if and when issued upon conversion of and in accordance with
the terms of the Series B Preferred Stock and the Series C Preferred Stock and
the manner described in the Registration Statement, will be validly issued,
fully paid and non-assessable.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the prospectus, which forms a part thereof. In giving this



consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder.

     We are qualified to practice law in the State of New York and do not
purport to be experts on any law other than the laws of the State of New York,
the General Corporation Law of the State of Delaware and the Federal law of the
United States.

     This opinion letter is limited to the specific legal matters expressly set
forth herein, speaks only as of the date hereof and is limited to present
statutes, regulations and administrative and judicial interpretations.

                                           Very truly yours,

                                           KANE KESSLER, P.C.

                                           By: /s/ Jeffrey S. Tullman, President
                                               ---------------------------------

EX-23.1

                                                                    EXHIBIT 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement (Form S-3 No. 333-123218) and related
Prospectus of Jarden Corporation and subsidiaries (the "Company") for the
registration of 15,628,492 shares of its common stock and to the incorporation
by reference therein of our reports dated March 1, 2005, with respect to the
consolidated financial statements and schedule of the Company, the Company's
management's assessment of the effectiveness of internal control over financial
reporting, and the effectiveness of internal control over financial reporting of
the Company, included in its Annual Report (Form 10-K) for the year ended
December 31, 2004, filed with the Securities and Exchange Commission.

                                                 /s/ Ernst & Young LLP

New York, New York
April 20, 2005

EX-23.2

                                                                    EXHIBIT 23.2



                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-123218 on Form S-3 of Jarden Corporation, of our
report dated December 10, 2003 (June 28, 2004 as to Note 12) (which report
expresses an unqualified opinion and includes an explanatory paragraph relating
to the sale of Bicycle Holding, Inc.) related to the consolidated financial
statements of Bicycle Holding, Inc. and subsidiaries as of and for the year
ended September 28, 2003, appearing in the Current Report on Form 8-K/A of
Jarden Corporation dated August 6, 2004 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of such Registration
Statement.

/s/ Deloitte & Touche LLP

Cincinnati, Ohio
April 20, 2005

EX-23.3

                                                                    EXHIBIT 23.3


CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-123218 on Form S-3 of Jarden Corporation of our
report dated March 9, 2005 (which report expresses an unqualified opinion and
includes explanatory paragraphs relating to the fresh start reporting described
in Note 10, the change in accounting for goodwill and other intangible assets in
2002 described in Notes 2 and 4 and the sale of American Household, Inc.
described in Note 1) related to the consolidated financial statements of
American Household, Inc. and subsidiaries as of December 31, 2004 and 2003 and
for the years ended December 31, 2004, 2003 and 2002, appearing in the Current
Report on Form 8-K/A of Jarden Corporation dated March 24, 2005, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
such Registration Statement.

/s/ Deloitte & Touche LLP

Fort Lauderdale, Florida
April 22, 2005

CORRESP

                               KANE KESSLER, P.C.
                           1350 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019
                                 (212) 541-6222

                                 April 22, 2005

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

Attention:  H. Christopher Owings
              Assistant Director

                  Re:      Jarden Corporation
                           Registration Statement on Form S-3 filed March 9, 2005
                           File No. 333-123218
                           Annual Report on Form 10-K for the fiscal year ended
                           December 31, 2004 filed March 2, 2005 Amendment No. 1
                           to Current Report on Form 8-K filed March 24, 2005
                           Preliminary Proxy Statement on Schedule 14A filed
                           April 6, 2005 File No. 1-13665

Dear Mr. Owings:

                  We hereby submit in electronic format with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Exchange Act
of 1934, as amended (the "Act"), and Regulation S-T, Amendment No. 1 to the
Registration Statement on Form S-3 of Jarden Corporation ("Jarden" or the
"Company"), and the Company's Preliminary Proxy Statement on Schedule 14A, as
amended.

                  The Form S-3 and Preliminary Proxy Statement have been revised
in response to the Staff's comments contained in the Commission's letter of
comment (the "Staff Letter") dated April 8, 2005. In connection therewith, set
forth on Schedule A hereto are the Company's responses to the Staff Letter,
which have been listed in the order of the comments from the Staff Letter.

                  Please feel free to contact me at (212) 519-5119, with any
questions regarding the foregoing.

                                                  Very truly yours,

                                                  /s/ Mitchell D. Hollander
                                                  Mitchell D. Hollander
Enclosure









cc:      Matthew Benson (with courtesy copy via Federal Express)
         Milwood Hobbs (with courtesy copy via Federal Express)
         Dave Mittelman
         Mike Moran





















                                      -2-




               SCHEDULE A - RESPONSES OF JARDEN CORPORATION TO THE
               COMMISSION STAFF COMMENT LETTER DATED APRIL 8, 2005

                                    FORM S-3

Calculation of Registration Fee Table
- -------------------------------------

     1.   Please confirm your understanding that you may not rely on Rule 416
          for the registration of shares issued in excess of the amount named in
          the registration fee table that result by operation of your conversion
          ratios. Please revise or remove the statement appearing in footnote
          (2) as appropriate. See Telephone Interpretation #3S under Securities
          Act Sections of the March 1999 supplement to the Manual of
          Public1y-Available Telephone Interpretations.

                  In response to the Staff's comment, we confirm that the
                  Company may not rely on Rule 416 for the registration of
                  shares issued in excess of the amount named in the
                  registration fee table that result by operation of our
                  conversion ratio of the Company's preferred stock. The Company
                  understands that Rule 416 only covers any additional shares of
                  our common stock which become issuable in connection with such
                  shares because of any stock dividend, stock split, or other
                  similar transaction effected without the receipt of
                  consideration which results in an increase in the number of
                  outstanding shares of our common stock. The Company has
                  revised the statement appearing in footnote (2) accordingly.

Forward-Looking Statements. page ii
- -----------------------------------

     2.     We note disclosure in the last paragraph under this caption that the
            information in the prospectus". . . may prove to be inaccurate
            because of the method by which we obtained some of the data for our
            estimates or because this information cannot always be verified with
            complete certainty " It appears from this disclosure that you are
            disclaiming responsibility for the information in the prospectus.
            Please revise to avoid any suggestion that you are not responsible
            for the accuracy of the disclosure in the prospectus.

                  The Company has revised the S-3 in response to the Staff's
                  comment to delete any implication that the Company is not
                  responsible for the accuracy of the disclosure in the
                  prospectus.

     3.     Please relocate this section, the Incorporation of Certain Documents
            by Reference section, and the information appearing under the
            caption "The Company," to appear after the forepart of the
            prospectus. Only the cover page, summary, and risk factors sections
            should appear in the forepart of the prospectus.

                  The Company has revised the S-3 in response to the Staff's
                  comment and placed the "Forward-Looking Statements," the
                  "Incorporation of Certain


                                      -3-




                  Documents by Reference" and "The Company" sections after the
                  risk factor section.

Risk Factors. page 5
- --------------------

     4.     Please revise your risk factor subheadings to concisely state the
            specific material risk each risk factor presents to your company or
            investors and the consequences should that risk factor occur. Avoid
            simply referring to a fact about your company or a future event in
            your subheadings. Stating that the risk may "adversely affect" your
            business does not adequately address the potential consequences. For
            example, the following risk factor subheadings should be revised
            accordingly:

               o   "We may be adversely affected by the trend towards retail
                   trade consolidation and private-labeling."

               o   "Sales of some of our products are seasonal and weather
                   related."

               o   "We depend on suppliers in Asia."

               o   "We depend on a single manufacturing facility for certain
                   products."

               o   "We cannot be certain that our product innovations and
                   marketing successes will continue. "

               o   "We may experience difficulty in integrating acquired
                   businesses...,"

               o   "Our operations are subject to a number of federal, state and
                   local environmental regulations."

               o   "We may be adversely affected by remediation obligations..
                   .,"

               o   "Our resources may be insufficient to manage the demands
                   imposed by our growth."

               o   "We depend upon key personnel."

               o   "Our significant indebtedness could adversely affect our
                   financial health."

               o   "We will require a significant amount of cash to service our
                   indebtedness..."

               o   "Our business could be adversely affected because of risks
                   which are particular to international operations."



                                      -4-




               o   "Our business could be adversely affected by currency
                   fluctuations in our international operations."

               o   "Our performance can fluctuate with the financial condition
                   of the retail industry."

               o   "Our failure to successfully protect our intellectual
                   property rights..."

               o   "Our business could be adversely affected by complications
                   resulting from our implementation of new operating software
                   systems..."

               o   "We may not be able to implement successfully our
                   restructuring projects."

               o   "Certain of our employees are represented by labor unions."

               o   "Delaware law may limit possible takeovers."

                  The Company has revised the S-3 in response to the Staff's
                  comment to state specifically the material risk each risk
                  factor presents to the Company or investors and the
                  consequences should that risk factor occur. The Company will
                  also make conforming changes to the "Forward-Looking
                  Statements" section of its Form 10-K/A.

     5.     Some of your risk factors appear generic because the information
            could apply to many companies in your industry or even in other
            industries. Please revise to specifically indicate how the stated
            risk applies to your company, or delete these risk factors. For
            example, in the risk factor where you state that you depend upon key
            personnel, discuss whether you have formalized employment agreements
            with these officers. Revise or delete the following risk factors
            accordingly:

               o   Our operations are dependent upon third-party suppliers and
                   services providers..., page 6. For example, do you have any
                   contracts with your primary suppliers and service providers?

               o   Competition in our industries may hinder our ability to
                   execute..., page 8. For example, identify primary competitors
                   in your industry and discuss the competitive environment.

               o   Our resources may be insufficient to manage the demands
                   imposed by our growth, page 10. For example, do you expect
                   rapid growth in the near future?



                                      -5-




               o   We depend upon key personnel, page 10. For example, do the
                   key personnel you identify possess unique skills that can not
                   be replaced?

               o   Our significant indebtedness could adversely affect our
                   financial health, page 10. For example, do you have current
                   plans to incur additional indebtedness?

               o   We enter into contracts with the United States government,
                   page 11. For example, is the United States government a
                   primary customer of your goods and services?

               o   Our business could be adversely affected by currency
                   fluctuations in our international operations, page 11. For
                   example, describe in more specific terms how Currency
                   fluctuations affect you.

               o   Our failure to successfully protect our intellectual property
                   rights. For example, identify any key intellectual property
                   rights you possess.

               o   The market price for our common stock may be highly volatile.
                   For example, will your convertible securities increase the
                   volatility in your common stock price?

                   The Company has revised the S-3 in response to the Staff's
                   comment to either delete or specifically indicate how that
                   stated risk factors above apply to the Company.

The sale of a substantial amount of our common stock. . .. page 15
- ------------------------------------------------------------------

6.    Due to the significant potential of dilution resulting from the preferred
      stock, you must provide risk factors discussing in specific detail the
      effects on the market price of the common stock and dilution to common
      stockholders resulting from the conversion of the preferred stock.
      Accordingly, please discuss clearly under separate captions the following
      items:

          (1)  As of the latest date practicable, the amount of common shares
               that you would issue assuming full conversion of all of the
               existing preferred stock, the percentage of the total outstanding
               common shares these amounts represent, and that you do not know
               at present the exact number of shares that you will issue upon
               conversion.

          (2)  To the extent stockholders convert and then sell common stock,
               the common stock price may decrease due to the additional shares
               in the market.




                                      -6-



          (3)  The significant downward pressure on the price of the common
               stock as the selling stockholder converts and sells material
               amounts of common stock could encourage short sales if not by the
               selling stockholders then by others. This could place significant
               downward pressure on the price of the common stock. In this
               regard, explain the meaning and significance of short selling.

          (4)  The conversion of the securities may result in a substantial
               dilution to the interests of other holders of common stock since
               the holders of convertible preferred stock may ultimately convert
               and sell the full amount issuable on conversion.

          (5)  The possibility of a change of control resulting from the
               issuance of the common and preferred stock to Warburg Pincus and
               Catterton.

          The Company has revised the S-3 in response to the Staff's comment to
          discuss the items enumerated above. Please see the risk factors
          entitled:

               o   The sale of a substantial amount of our common stock,
                   including shares issued upon conversion of our convertible
                   preferred stock, in the public market after this offering
                   could adversely affect the prevailing market price of our
                   common stock. See page 17 of the marked Form S-3.

               o   If holders of the preferred stock convert their shares of
                   preferred stock into shares of common stock, you will
                   experience immediate dilution. See page 17 of the marked Form
                   S-3.

               o   The sale of the shares registered in this offering could
                   cause our stock price to decline. See page 18 of the marked
                   Form S-3.

               o   The holders of the preferred stock and others may have an
                   incentive to sell common stock in the market before they
                   convert their shares of preferred stock in expectation that
                   the market price of our common stock will fall. See page 18
                   of the marked Form S-3.

               o   Conversion of the series of preferred stock may reduce the
                   market price and dilute the relative voting power of our
                   outstanding common stock. See page 18 of the marked Form S-3.

               o   There is a concentration of voting power and other
                   indications of influence on the Company. See page 18 of the
                   marked Form S-3.



                                      -7-



Selling Stockholders, page 16
- -----------------------------

     7.   We note disclosure indicating that the proceeds from the sale of
          securities under your purchase agreement with Warburg Pincus were
          placed in escrow. Disclosure in your Form 10-K, however, indicates
          that the proceeds were released from escrow in January 2005. Please
          clarify here whether or not the proceeds are still held in escrow.

          The Company has revised the S-3 in response to the Staff's comment to
          clarify that the cash proceeds placed in escrow were released on
          January 24, 2005 in connection with the Company's acquisition of
          American Household, at which time the securities were also issued and
          released from escrow and delivered to Warburg Pincus and Catterton.

     8.   As currently drafted, the disclosure here regarding the terms of
          convertible securities is difficult to understand. Please revise the
          last full paragraph on page 16 and the carryover paragraph on pages
          16-17 to more clearly and concisely discuss the terms and effect of
          the preferred stock. As part of your revisions, we suggest you avoid
          legalistic presentations, run-on sentences, and embedded lists. We
          also suggest you consider the following:

               o   The calculation for the number of shares of common stock into
                   which preferred stock is convertible is confusing.

               o   Explain the possible adjustments rather than alluding to
                   "adjustments from time to time," or "subject to adjustment
                   upon certain changes of control."

               o   Disclose the dividend rate on the preferred stock and whether
                   the dividends are payable in cash or additional preferred or
                   common stock.

               o   What is the current trading price of your common shares in
                   relation to the 175% threshold for exercising the right to
                   require holders of Series B Preferred Stock to convert into
                   shares of common stock?

               o   What is the stockholder approval necessary to modify the
                   conversion of the Series C Preferred Stock?

               o   Are there any standstill limitations, and if so whether they
                   may be waived, in connection with the conversion terms?

These are only examples. We may have further comment based upon your revisions.

          The Company has revised the S-3 in response to the Staff's comments,
          including making the following specific changes:

               o   We have explained the possible adjustments, rather than
                   alluding to "adjustments from time to time," or "subject to
                   adjustment upon certain changes of control," throughout the
                   "Selling Stockholders" section.



                                      -8-


               o   We have disclosed the dividend rate on the preferred stock
                   and whether the dividends are payable in cash or additional
                   preferred or common stock. See pages 23 and 25 of the marked
                   Form S-3.

               o   We have disclosed the current trading price of the Company's
                   common shares in relation to the 175% threshold for
                   exercising the right to require holders of Series B Preferred
                   Stock to convert into shares of common stock. See page 23 of
                   the marked Form S-3.

               o   We have disclosed the appropriate stockholder approval
                   necessary to modify the conversion of the Series C Preferred
                   Stock. See page 24 of the marked Form S-3.

               o   We have disclosed any standstill limitations and whether they
                   may be waived. See page 26 of the marked Form S-3.

     9.   In future periodic reports, we remind you to please discuss - in
          the Management's Discussion and Analysis - the material terms and
          possible depressive effects of the securities you are registering
          here to the extent any of those securities remain unconverted.

              The Company has taken note of this comment and will include such
              discussion in future filings beginning with the Form 10-Q for the
              three month period ended March 31, 2005.

     10.  Please identify the beneficial owners of the selling stockholders
          referenced in this section.

               The Company has revised the S-3 in response to the Staff's
               comments as follows:

               Footnote (3) to the Selling Stockholder chart has been revised to
               clarify that the shares identified as being held by Warburg
               Pincus Private Equity VIII, L.P. are beneficially owned by
               Warburg Pincus Private Equity VIII, L.P., Warburg Pincus
               Netherlands Private Equity VIII I, C.V. and Warburg Pincus
               Germany Private Equity VIII, K.G. All of the shares beneficially
               owned by the foregoing may be deemed to be beneficially owned by
               Warburg Pincus Partners LLC and Warburg Pincus LLP, which are the
               general partner and manager, respectively, of each of Warburg
               Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands
               Private Equity VIII I, C.V. and Warburg Pincus Germany Private
               Equity VIII, K.G. and may be deemed to be beneficially owned by
               Warburg Pincus & Co. which owns all of the equity of Warburg
               Pincus Partners LLC. The address for Warburg Pincus is 466
               Lexington Avenue, New York, New York 10017.

               Similarly, footnote (4) has been revised to clarify that
               Catterton Managing Partner V, L.L.C. is the general partner of
               Catterton Partners V, L.P. and Catterton Partners V Offshore,
               L.P. and, therefore, may be deemed to be



                                      -9-



               the beneficial owner of the shares of Preferred Stock and Common
               Stock held by Catterton Partners, L.P. and Catterton Partners V
               Offshore, L.P. CP5 Principals, L.L.C. is the Managing Member of
               Catterton Managing Partner V, L.L.C. and, therefore, may also be
               deemed to be the beneficial owner of the shares of Preferred
               Stock and Common Stock held by Catterton Partners V, L.P. and
               Catterton Partners V Offshore, L.P. Catterton Partners V
               Management Company, L.L.C. is the manager of Catterton Coinvest
               I, L.L.C. and, therefore, may be deemed to be the beneficial
               owner of the shares of Preferred Stock and Common Stock held by
               Catterton Coinvest I, L.L.C. The address for Catterton Partners
               is 7 Greenwich Office Park, 599 West Putnam Avenue, Suite 200,
               Greenwich, Connecticut 06830.

     11.  Disclose whether any of the selling stockholders are registered
          broker-dealers or affiliates of broker-dealers. For all selling
          stockholders that are broker-dealers, disclose that they are
          "underwriters" within the meaning of the Securities Act of 1933. You
          should revise the Plan of Distribution to state the names of the
          selling stockholders who are broker-dealers, and to state that they
          are also underwriters with respect to the shares that they are
          offering for resale.

               In response to the Staff's comment, the selling stockholders have
               informed the Company that they are neither registered
               broker-dealers nor affiliates of broker-dealers. The Company has
               revised the disclosure accordingly. See page 27 of the marked
               Form S-3.

     12.  For selling stockholders who are affiliates of broker-dealers,
          disclose, if true, that:

               o    The seller purchased in the ordinary course of business, and

               o    At the time of the purchase of the securities to be resold,
                    the seller had no agreements or understandings, directly or
                    indirectly, with any person to distribute the securities.

          If these statements are not true for any selling stockholder, then the
          prospectus must state that the selling stockholder is an underwriter.

               In response to the Staff's comment, the selling stockholders have
               informed the Company that they are neither registered
               broker-dealers nor affiliates of broker-dealers.

Plan of Distribution, page 21
- -----------------------------

     13.  We note disclosure indicating that selling stockholders may sell
          shares of your common stock short. Please discuss the effect of
          short-selling on the market price of your common shares.






                                      -10-


                  The Company has revised the S-3 in response to the Staff's
                  comment to discuss the effect of short-selling on the market
                  price of the Company's common shares.

Where You Can Find More Information, page 23
- --------------------------------------------

     14.      Please delete your reference to our Chicago regional office as we
              no longer maintain that office. See Item 101 (e) of Regulation
              S-K.

                  The Company has revised the S-3 in response to the Staff's
                  comment to delete the reference to the Chicago office.


                                    FORM 10-K

Business. page 3
- ----------------

Intellectual Property. page 14
- ------------------------------

     15.      We note that you entered into a settlement agreement with Applica
              Incorporated and Applica Consumer Products, Inc. to resolve patent
              infringement litigation. To the extent the settlement is material,
              please disclose all material terms of the settlement agreement and
              file the settlement agreement as a material exhibit. See Item 601
              of Regulation S-K

                  In response to the Staff's comment, the Company continues to
                  believe that the settlement agreement with Applica Consumer
                  Products, Inc. to resolve patent infringement litigation is
                  not material to the Company's business, results of operations
                  and financial condition.

Selected Financial Data. page 23
- --------------------------------

     16.      Please revise your presentation of selected financial data to
              balance the presentation of EBITDA and operating cash flows with
              cash flows from investing and financing' activities. See Question
              12 of the Frequently Asked Questions Regarding the Use of Non-GAAP
              Financial Measures which may be found on our website.

                  We note the Staff's comment regarding the presentation of cash
                  flows from investing and cash flows from financing activities
                  in Selected Financial Data and we will add this disclosure to
                  our Form 10-K/A filing, as set forth on Exhibit A. In
                  addition, we have moved EBITDA below each of cash flows from
                  operations, investing and financing activities, as set forth
                  on Exhibit A.




                                      -11-



Management's Discussion and Analysis. . . . page 25
- ---------------------------------------------------

Results of Operations. page 28
- ------------------------------

     17.    You disclose the business reasons for the change during fiscal 2004
            in overall net sales and net sales by segment, the change in gross
            margin percentage as well as the change within expense line items
            such as selling, general and administrative expenses. However, when
            the change between periods is due to more than one reason, you
            generally do not provide the dollar amounts or other data to
            quantify the impact of each business reason. In future filings,
            please revise to quantify the incremental impact of each individual
            business reason discussed relating to the overall change in the line
            item in circumstances where there is more than one business reason
            that caused the change between periods. In periods such as recently
            where several acquisitions may represent a principal reason for the
            change, you should consistently quantify in dollars or percent what
            portion of the change relates to new businesses acquired for each
            line item affected. See Item 303(a)(3) of Regulation S-K.

                  We note the Staff's comment regarding our Results of
                  Operations as presented in our MD&A and the quantification of
                  each reason listed where more than one reason is provided for
                  a line item changing. In future filings we will provide
                  quantification of the incremental impact of each individual
                  business reason discussed, including the impact of
                  acquisitions.

     18.    Please discuss the implications of general economic and industry
            conditions on your results of operations, liquidity and capital
            resources. Disclose any known trends or uncertainties in the economy
            and industries in which you conduct business that are reasonably
            likely to have a material effect on your financial condition or
            results or operations. Please see Securities Act Interpretative
            Release 33-8350 dated December 29, 2003 for further guidance.

                  In response to the staff's comment, we have added additional
                  disclosure regarding known trends and uncertainties in the
                  economy and industries where we conduct business that are
                  reasonably likely to have a material effect on our financial
                  condition or results of operations, as set forth on Exhibit B.

     19.    Please disclose in tabular form for each period presented the amount
            or percentage of total revenue contributed by each class of similar
            products or services.

                  In response to the Staff's comment, in both our Form 10-K/A
                  filing, as set forth on Exhibit C, and in future filings, we
                  will provide for each period presented in our Results of
                  Operations section of MD&A a table



                                      -12-



                  presenting the amount or percentage of total revenue
                  contributed by class of similar products or services.

Financial Condition, Liquidity and Capital Resources, page 30
- -------------------------------------------------------------

Cash and Financing Availability, page 36
- ----------------------------------------

     20.      You disclose that you have evaluated and take into account the AHI
              acquisition and its related financing in January 2005 and believe
              you can fund cash requirements for the foreseeable future.
              Supplementally please tell us what you mean by the phrase" the
              foreseeable future." Supplementally please provide in tabular
              format a summary of the additional cash requirements you are now
              required to fund as a result of the contractual obligations and
              commercial commitments accruing from the acquisition of AHI.

                  In response to the Staff's comment, please note the following:
                  By foreseeable future we mean that we have prepared a
                  detailed, "bottom-up" budget for Jarden Corporation for 2005
                  and we have also prepared a 5 year strategic plan from a "top
                  down" perspective. Based on the results of that planning, we
                  can comfortably define the foreseeable future as being at
                  least 12 months and up to 5 years. We believe this a
                  reasonable approach to planning and ensuring cash requirements
                  are met.

                  For your reference, below is a chart detailing AHI's
                  contractual obligations and commercial obligations which we
                  assumed in conjunction with the acquisition. This same
                  information was included in their audited financial statements
                  as filed in the Form 8-K/A.




                                                                      PAYMENTS DUE BY PERIOD
                                                      (in  millions)
                                                   Total       <1 yr      1-3 yrs     3-5 yrs      >5 yrs
                                                  ------      -------     -------     -------     ---------
LT debt, excluding scheduled interest payments
    Japan term loan                               $  6.8        6.8
    All other foreign borrowings                  $  4.5        4.5
Operating leases                                  $ 66.5       16.7         20.2        13.1        16.5
Pension and OPEB obligations (1)                  $ 86.1        3.6         17.0        15.6        49.9
Other non-current obligations                     $  0.4        0.4
                                                  --------------------------------------------------------
                                                  $164.3     $ 32.0       $ 37.2      $ 28.7      $ 66.4
                                                  ========================================================


(1) - AHI funds its benefit plans in amounts consistent with applicable laws and
regulations. Expected contributions for domestic and foreign plans are shown in
the table above. The contribution for the period '> 5 years' represents the
estimated present value of those contributions made during that period.

Commercial commitments, shown below, are items that we could be obligated to pay
in the future and are not included in the table above.

* - AHI, in its normal course of business, enters into standard vendor
agreements with its suppliers and provides purchase orders to vendors in
accordance with this business relationship. Those purchase order commitments are
not included in the table above.

* - AHI is involved in various litigation and environmental matters in the
ordinary course of business. The Company believes that these matters have been
adequately reserved and are not included in the table above.


                                      -13-



                  Additionally, in conjunction with the AHI acquisition we
                  entered into new senior debt and repaid our old senior debt.
                  Accordingly, Jarden's long-term debt, including scheduled
                  interest payments line would be revised to reflect the
                  following:



- ------------------------------------------
CONTRACTUAL OBLIGATIONS                                    PAYMENTS DUE BY PERIOD (MILLIONS OF DOLLARS)
- ------------------------------------------              ----------------------------------------------------
                                                        LESS THAN                                AFTER 5
                                            TOTAL         1 YEAR     1-3 YEARS    3-5 YEARS       YEARS
                                            -----         ------     ---------    ---------       -----

Long-term debt, including scheduled         $1,422.1       $ 66.6      $ 131.4      $128.9       $1,095.2
  interest payments



Contractual Obligations and Commercial Commitments, page 37
- -----------------------------------------------------------

     21.      We note your disclosure in the table of amounts relating to other
              non-current liabilities. Supplementally please tell us if you have
              reflected in this line item your cash requirements relating to
              anticipated post retirement obligations and material management
              compensation agreements that may require cash for the periods
              presented.

                  In response to the Staff's comment, the other non-current
                  liabilities line in the table of contractual obligations and
                  commercial commitments (the "Table") does not include cash
                  requirements relating to anticipated post retirement
                  obligations (either pension or post retirement obligations) or
                  material compensation agreements that may require cash for the
                  periods presented. We will include in our Form 10-K/A filing,
                  as set forth on Exhibit D, and we will also include in future
                  filings the estimated amounts of anticipated pension and
                  postretirement benefit payments for the periods presented in
                  the Table. Such amounts have been derived from the amounts
                  that are presently disclosed in footnote 10, Retirement and
                  Other Employee Benefit Plans of our Form 10-K. We will also
                  now include in the Table in our Form 10-K/A, as also set forth
                  on Exhibit D, a new line titled "Executive management
                  compensation agreements" that includes the non-performance
                  based cash requirements under our executive officers'
                  employment agreements for the periods presented. We do not
                  have any other written management compensation agreements that
                  we consider to be material. As of December 31, 2004 we also
                  had amounts accrued for incentive compensation bonuses to
                  employees and management. Such amounts are included in Accrued
                  Salaries, Wages and Employee Benefits on our consolidated
                  balance sheet. We will not include such amounts in the Table
                  in our Form 10-K/A as they represent, and have been accounted
                  for, as current liabilities.



                                      -14-



Consolidated Financial Statements
- ---------------------------------

Consolidated Statements of Income, page 48
- ------------------------------------------

     22.      Please be aware that it is not appropriate to present a separate
              line item for compensation that is based solely on the form of
              compensation, such as restricted stock. Please revise your income
              statement to include the charges associated with restricted stock
              in the appropriate expense line classification. You may disclose
              either on the face of the income statement or in a note the amount
              of non-cash compensation expense included in each line item on the
              income statement.

                  We note the Staff's comment regarding our presentation of
                  restricted stock charges as a separate line item in our
                  consolidated statements of income. We will revise our
                  presentation in our Form 10-K/A filing, as set forth on
                  Exhibit E1, to include these charges in the Selling, General
                  and Administrative Expenses line of our consolidated
                  statements of income with a disclosure of the amounts on the
                  face of the consolidated statements of income. We have also
                  revised the presentation in our Selected Financial Data and
                  updated the discussion in our Results of Operations in MD&A to
                  conform with this change, as set forth on Exhibit A and
                  Exhibit E2, respectively.

     23.      Please present interest income and interest expense in separate
              line items or disclose in a footnote for each period presented the
              amounts of interest income and interest expense that reconciles to
              the interest expense, net line item. See paragraphs 7 and 9 of
              Rule 5-03 of Regulation S-X.

                  We note the Staff's comment regarding presenting on separate
                  line items or presenting separately in a footnote the
                  respective amounts for both interest income and interest
                  expense. We had previously presented these two item on a net
                  basis as the amount of interest income we have received in all
                  the years presented was not material (less than $1 million in
                  all three years presented). However, in response to the
                  Staff's comment we will now update Footnote 8 Debt and
                  Interest in our Form 10-K/A to disclose separately the amount
                  of interest income received in the three years presented, as
                  set forth as Exhibit F.

Notes to Consolidated Financial Statements
- ------------------------------------------

Note 1 - Significant Accounting Policies
- ----------------------------------------

     24.      Refer to your disclosure of the classification of distribution
              costs. Please tell us and revise your disclosure to include in a
              footnote the types of the other amounts included in the cost of
              sales line item and the types of amounts included in the selling,
              general and administrative expenses line item.




                                      -15-



                  We note the Staff's comment regarding our classification of
                  distribution costs and what other costs are included in both
                  cost of sales and selling, general and administrative
                  expenses. Our cost of sales consists of direct costs of the
                  various inventory (raw material and finished goods) we
                  procure, manufacturing costs and warehouse and distribution
                  costs. We had separately disclosed our classification of
                  distribution costs in cost of sales to be clear that they were
                  not included in selling, general and administrative expenses
                  due to the guidance in EITF 00-10 regarding classification of
                  such costs and the fact that classification of these costs
                  differs between companies. Our selling, general and
                  administrative expenses consist of typical selling and
                  corporate expenses, including payroll and employee benefits,
                  employment taxes, management information systems, marketing,
                  advertising, office rent, insurance, legal, finance, audit and
                  travel. Advertising costs are one of the most significant
                  components and given that we have already included disclosure
                  about our accounting for advertising costs we will also
                  include in our Form 10-K/A a statement to note that these
                  costs are included in our selling, general and administrative
                  expenses, as set forth on Exhibit G.

     25.    Supplementally please tell us if you pay slotting fees, engage in
            cooperative advertising, have buy-down programs, or make other
            payments or provide other promotions to resellers. If so, please
            tell us and revise your disclosure to include your accounting policy
            for each of these types of arrangements, including the statement of
            income line item that each type of arrangement is included in. For
            each expense line item that includes these types of arrangements,
            please disclose the related amounts included in that line item. For
            each type of arrangement treated as an expense rather than as a
            reduction of revenues, please tell us how this arrangement meets the
            requirements of EITF 01-9. Please also discuss in Management
            Discussion and Analysis any significant estimates resulting from
            these arrangements.

                  In response to the Staff's comment, we do pay slotting fees
                  (which we also sometimes refer to as space programs), engage
                  in cooperative advertising, partake in buy-down programs
                  (which we also refer to as markdowns) and make other payments
                  or provide other promotions to resellers (which we refer to by
                  various names such as volume incentive rebates, trade
                  discounts, cash discounts, end cap allowances, advertising
                  allowances, new store discounts, new store allowances, buy
                  back programs and billbacks).

                  We record all of these items as a reduction to sales with the
                  exception of certain cooperative advertising expenses which
                  have been included in SG&A. Such cooperative advertising
                  expenses totaled approximately $6.3 million, $5.8 million and
                  $5.4 million in 2004, 2003 and 2002, respectively.



                                      -16-



                  We believe that the cooperative advertising which is included
                  in SG&A meets the requirements of EITF 01-9 as it is meets
                  BOTH condition (a) and (b) of Paragraph 9.

                  In respect of condition (a) the cooperative advertising funds
                  are used to purchase advertising space within our customer's
                  regular weekly, monthly, quarterly, or annual circulars. Each
                  time an advertisement of our product is placed in our
                  customer's circular, we require (prior to payment for this
                  service) that the customer send to us (the vendor) a copy of
                  the advertisement as proof that we received an "identifiable
                  benefit" in the form of a service that we could have
                  alternatively and independently purchased from other sources
                  such as our advertising agency prior to payment to the vendor.

                  In respect of condition (b) we are able to reasonably estimate
                  the fair value of the derived benefits of the advertising
                  purchased through the use of cooperative funds and as such,
                  have identified that the consideration paid for the benefits
                  that we receive in the form of national advertising is under
                  the estimated fair value of the benefit received. The two
                  primary parameters we used for establishing a fair benchmark
                  were (1) cost and (2) circulation of the derived benefit (the
                  print advertisement). We performed calculations that compared
                  the cost of one time insertions for a print campaign in a
                  national newspaper insert to a one time run in a customer's
                  circular which is distributed on a national basis. Our results
                  proved that the actual cost incurred per circular was below
                  that which we would be able to obtain for approximately the
                  same amount of print coverage through a vendor other than our
                  customer. Therefore, we had received a tangible benefit in the
                  form of an advertisement from our customers that was at fair
                  market value.

                  We will revise our disclosure in our Form 10-K/A by adding a
                  new paragraph titled Sales Incentives and Trade Promotion
                  Allowances in our Significant Accounting Policies Footnote, as
                  set forth as Exhibit H. Such paragraph discusses the types of
                  arrangements that we enter into and the fact that they are all
                  treated as a deduction to net sales with the exception of the
                  cooperative advertising amounts discussed above. The
                  disclosure includes a discussion of the dollar amount of
                  cooperative advertising that is included within SG&A. We have
                  also included a new paragraph titled Promotion and Rebate
                  Accruals in our Critical Accounting Policies disclosure in our
                  MD&A which we believe is responsive to your request to discuss
                  significant estimates resulting from these arrangements, as
                  set forth as Exhibit I.




                                      -17-



Revenue Recognition. page 53
- ----------------------------

     26.      You disclose that revenue is recognized when title transfers
              which, in most cases, occurs at the time when products are shipped
              to customers. Supplementally please tell us and expand your
              disclosure in future filings to clarify how your accounting policy
              for revenue recognition on product sales complies with the
              requirements of SAB Topic 13A.3 - . Delivery and Performance. If
              your shipping terms determine risk of loss during shipment and/or
              title transfer, please explain them to us and disclose such terms
              in future filings.

                  We note the Staff's question regarding revenue recognition. We
                  recognize revenue at the time of product shipment or delivery,
                  depending on when title passes, to unaffiliated customers, and
                  when all of the following have occurred: a firm sales
                  agreement is in place, pricing is fixed or determinable, and
                  collection is reasonably assured. In situations where our
                  shipping terms with certain customers are FOB Destination we
                  have procedures in place in each reporting period to adjust
                  our net sales to reflect the shipping terms. As a result of
                  these procedures we ensure that our revenue recognition
                  policies comply with the requirements of SAB Topic 13A.3. Also
                  we do sell an immaterial amount (0.6% of our total net
                  revenues in 2004) of consignment sales each year (principally
                  to QVC) where there is a significant right of return. Revenue
                  on these sales is recognized upon sale by those resellers to
                  the end user.

                  We will expand our disclosure in both the Revenue Recognition
                  paragraph of our Significant Accounting Policies and the
                  Critical Accounting Policies in MD&A in our Form 10-K/A as per
                  your request, as set forth on Exhibit J.

Depreciation. page 54
- ---------------------

     27.      We note your disclosure in Note 12 that you lease certain assets.
              Supplementally please tell us and disclose in future filings the
              useful life used to calculate amortization of leasehold
              improvements. Please also tell us your basis if you include any
              option years in your determination of the useful life of these
              assets.

                  We note the Staff's comment regarding the fact that we lease
                  certain assets (mainly warehouse and office space) and
                  although we do have a relatively significant amount of annual
                  lease expense our capitalized leasehold improvements are
                  immaterial (less than $2 million net book value as of
                  12/31/04). All of our leasehold improvements are being
                  amortized over the life of the lease (with no consideration
                  given to option years) with the exception of one property
                  where the original cost of the leasehold improvements was less
                  than 0.5% of our total net fixed assets as of December 31,
                  2004. In that case costs are being amortized over the renewal
                  period on the lease given that there is a penalty clause for
                  failure



                                      -18-



                  by the landlord to renew the lease which is sufficient to make
                  renewal of the lease reasonably assured at its inception. In
                  future filings we will disclose our accounting policy for
                  leasehold improvements.

Note 2 - Adoption of New Accounting Pronouncements pages 55-57
- --------------------------------------------------------------

     28.      Please tell us and provide SAB 74 disclosure for FIN 46 and FIN 46R.

                  In response to the Staff's comment, please note the following:
                  The adoption of both FIN 46 and FIN46R was not material to the
                  Company. We will provide SAB 74 disclosure to this effect in
                  our Form 10-K/A in both MD&A and Footnote 2 Adoption of New
                  Accounting Pronouncements in the Financial Statements, as set
                  forth on Exhibit K.

Note 7 - Intangibles. page 64
- -----------------------------

     29.      We note your disclosure of the allocation of cost to intangible
              assets such as trademarks acquired during fiscals 2003 and 2004.
              Supplementally please explain to us your basis and the reason why
              you did not allocate a portion of the excess purchase price of any
              of the acquisitions to other identifiable intangible assets, other
              than goodwill, such as, contracts and customer lists. Refer to
              paragraphs A14 to A28 of SFAS 141.

                  In response to the Staff's comment, please note the following:
                  Note 7 - Intangibles describes the allocation of our purchase
                  price to the fair value of the assets and liabilities acquired
                  in the Diamond Acquisition, the Lehigh Acquisition and the
                  USPC Acquisition. As a consumer products company, in general,
                  our customer relationships are not contractual and are not
                  separable. This is because such relationships are
                  purchase-order based and we do not retain any information
                  about the customers which we can sell to others. This fact
                  pattern applies to the customers of USPC, Diamond and Lehigh
                  and accordingly we did not allocate any portion of the
                  respective purchase prices to customer related intangibles.
                  The products distributed by our businesses, including the
                  products distributed by Diamond (such as matches and
                  toothpicks), Lehigh (such as rope, cord and twine) and USPC
                  (such as playing cards) are not based on proprietary
                  technology, trade secrets or patents and are considered
                  everyday products. For USPC and Diamond, the brand names are
                  recognizable to consumers and, accordingly, sell through to
                  such consumers from our customers. Accordingly, our customers
                  continue to order product from us. For all three acquired
                  businesses, the strength of their reputation (e.g. their trade
                  names) in the retail trade also factored into the value of the
                  businesses. Management's ability to purchase and manufacture
                  products for sale at these businesses led to strong margins
                  and the ability to continue to price products attractively for
                  the customers. After considerable examination of the potential
                  intangible assets acquired



                                      -19-



                  and, in the case of Diamond and Lehigh, independent FAS 141
                  appraisals, we concluded that the primary intangible assets
                  acquired were trademarks and tradenames and allocated the
                  purchase prices accordingly.

Note 8 - Debt and Interest. pages 64 -67
- ----------------------------------------

     30.    Supplementally please tell us and revise your disclosure in future
            filings to indicate if you are in compliance with all covenants and
            the repercussions of not meeting them. Please also disclose the
            existence of any cross-default provisions. Refer to Rule 4-08( c) of
            Regulation S-X.

                  In response to the Staff's comment, the Company was in
                  compliance as of the date of the filing of its Form 10-K and
                  continues to be in compliance with, all covenants contained in
                  each of our Credit Agreement dated January 24, 2005 (the
                  "Credit Agreement") and our Indenture in respect of our 9 3/4%
                  Senior Subordinated Notes (the "Indenture"). The Company was
                  also in compliance as of December 31, 2004 with all covenants
                  contained in our Indenture and the Second Amended and Restated
                  Credit Agreement that was in effect as of that date. Each of
                  our Credit Agreement and Indenture contain cross-default
                  provisions pursuant to which a default in respect of certain
                  of our other indebtedness could trigger a default by the
                  Company under the Credit Agreement and the Indenture. If the
                  Company defaults under the covenants (including the
                  cross-default provisions) our lenders could foreclose on their
                  security interest in our assets, which would have a material
                  adverse effect on our business, results of operations and
                  financial condition. We advise the Staff that our future
                  filings will include disclosure regarding covenant compliance
                  and the related repercussions of non-compliance as well as any
                  applicable disclosure required by Rule 4-08(c) of Regulation
                  S-X.

     31.    You disclose on page 65 that your Amended Credit Agreement as of
            December 31, 2004 included certain debt covenants that include
            restrictions on dividends and certain transactions with affiliates.
            Supplementally please tell us and revise your disclosure in future
            filings to include the specific nature of the restrictions on
            dividends by you as required by Rule 4-08(e)(1) of Regulation S-X.
            Also, please tell us if there are specific restrictions on any
            transfer of assets of your subsidiaries to you in the form of loans,
            advances or cash dividends without the consent of a third party. If
            so, please provide us with the detailed computations you performed
            demonstrating that the restricted assets do not exceed the 25%
            threshold. If the restricted assets exceed the 25% threshold, revise
            your financial statements to include the disclosure required by Rule
            4-08(e)(3) of Regulation S-X and Schedule I, which are discussed
            under Rules 5-04 and 12-04 of Regulation S-X.

                  In response to the Staff's comment, please note the following:



                                      -20-


                  The Company's Amended Credit Agreement as of December 31, 2004
                  contained a covenant which restricted the Company and its
                  subsidiaries from making certain "restricted payments" (any
                  dividend or other distribution (whether in cash, securities or
                  other property) with respect to any capital stock or other
                  equity interest of the Company or any subsidiary), except
                  that:

                      o   each guarantor may make restricted payments to the
                          Company and to other guarantors and each subsidiary
                          that is not a guarantor may make restricted payments
                          to other subsidiaries and the Company;

                      o   the Company and each subsidiary may declare and make
                          dividend payments or other distributions payable
                          solely in the common stock of such person; and

                      o   the Company may repurchase shares of its own stock
                          (provided certain conditions are met).

                  We note that the Amended Credit Agreement was terminated on
                  January 24, 2005 and replaced with a new Credit Agreement, as
                  of the same date (the "New Credit Agreement").

                  The Company will revise its disclosure in future filings to
                  include the specific nature of the restrictions on dividends
                  by the Company that are required by Rule 4-08(e)(1) of
                  Regulation S-X.

                  We also supplementally advise the Staff that each of the New
                  Credit Agreement, our Indenture and the respective
                  Certificates of Designation for our Series B and C Preferred
                  Stock contain restrictions on the payment of dividends, as set
                  forth below.

                  The New Credit Agreement contains a covenant which restricts
                  the Company and its subsidiaries from making certain
                  "restricted payments" (any dividend or other distribution
                  (whether in cash, securities or other property) with respect
                  to any stock or stock equivalents of the Company or any
                  subsidiary), except that:

                      o   each guarantor may make restricted payments to the
                          Company and to other guarantors and each subsidiary
                          that is not a guarantor may make restricted payments
                          to other subsidiaries and the Company;

                      o   the Company and each subsidiary may declare and make
                          dividend payments or other distributions payable
                          solely in the stock of such person;

                      o   the Company may pay dividends in respect of the
                          Company's preferred stock paid in kind and not in
                          cash;



                                      -21-



                      o   from and after December 1, 2009, the Company may
                          declare and make cash dividend payments or other
                          distributions to the holders of the then outstanding
                          shares of preferred stock in accordance with the terms
                          of the applicable certificate of designations
                          (provided certain conditions are met);

                      o   the Company may repurchase shares of its own stock
                          (provided certain conditions are met);

                      o   from and after January 24, 2009, the Company may
                          repurchase or redeem shares of its preferred stock;
                          and

                      o   the Company may make restricted payments during any
                          fiscal year not otherwise permitted pursuant to the
                          clauses above in an aggregate amount not to exceed the
                          available repurchase amount, provided that certain
                          applicable thresholds are met.

                  The Indenture contains a covenant which restricts the Company
                  and its restricted subsidiaries from declaring or paying any
                  dividends or making any other payment or distribution of the
                  Company's or any restricted subsidiaries equity interests or
                  to the holders of the Company's or any restricted subsidiaries
                  equity interest in their capacity as such (other than
                  distributions payable in equity interests of the Company or to
                  the Company or a restricted subsidiary of the Company), unless
                  specified thresholds are met.

                  The respective Certificates of Designation for the Series B
                  and C Preferred Stock each prohibit the Company from taking
                  certain actions, including the payment of dividends in excess
                  of certain financial ratios.

                  We respectfully advise the Staff, that the Company
                  historically has not paid any dividends, and does not expect
                  to pay cash dividends on its common stock in the foreseeable
                  future, as stated in Item 5 of the Company's Form 10-K.

                  We advise the Staff that there are no specific restrictions on
                  any transfer of assets of the Company's subsidiaries to the
                  Company in the form of loans, advances or cash dividends
                  without the consent of a third party.

Controls and Procedures. page 79
- --------------------------------

     32.      We note that you have excluded from the evaluation of internal
              controls the impact of the recent acquisition of Bicycle Holding,
              Inc. and its subsidiary United States Playing Card Company. Please
              disclose any changes that have resulted from the acquisitions or,
              alternatively, confirm to us that no change has occurred within
              the scope of Item 308(c).

                  In response to the Staff's comment, we confirm that no change
                  has occurred within the scope of Item 308(c) as a result of
                  the acquisition of



                                      -22-



                  Bicycle Holding, Inc. and its subsidiary United States Playing
                  Card Company.

Exhibits, Financial Statement Schedules and Reports on Form 8-K
- ---------------------------------------------------------------

Schedule II - Valuation and Qualifying Accounts and Reserves. page 94
- ---------------------------------------------------------------------

     33.      Supplementally please tell us and revise your disclosure in future
              filings to include amounts for sales returns and allowances for
              all periods presented. Also, in light of the fact that revenues
              increased 43% during fiscal 2004 and 60% during fiscal 2003,
              please explain to us how you factored into your calculations and
              analysis of sales returns and allowance the impact of significant
              increases in revenues the past two fiscal years.

                  We note the Staff's question regarding our sales returns and
                  allowances in conjunction with your review of our Schedule II
                  - Valuation and Qualifying Accounts and Reserves ("Schedule
                  II"). All of our sales returns accruals and the majority of
                  our allowances are included as a net to our account receivable
                  balance and as such were already included in Schedule II.
                  Certain of our accrued volume rebates and advertising
                  allowances are included in other current liabilities and are
                  therefore not included in Schedule II. Although you correctly
                  note that sales revenues increased significantly in both
                  fiscal 2004 and 2003, such increases were principally the
                  result of acquisitions of new businesses. Increases in the
                  reserves against accounts receivable as a result of these new
                  acquisitions have been included in the "Other" column on
                  Schedule II. Primarily as a result of these acquisitions the
                  overall reserve against accounts receivable has increased by
                  approximately 132% from December 31, 2002 to December 31,
                  2004, which is well in line with the increases in sales
                  revenues that the Staff notes we have achieved.

Exhibits 31.1 and 31.2
- ----------------------

     34.      It appears that these certifications do not comply with the
              requirements of Item 601(b)(31) of Regulation S-K. In particular,
              the certifications do not include paragraph 4(b), which is
              required when management provides its report on internal controls
              over financial reporting. Please amend your Form 10-K to provide
              the full certification for both the Chief Executive Officer and
              Chief Financial Officer as required by Item 601(b)(31) of
              Regulation S-K. Please be aware that compliance with this comment
              requires that you refile the Form 10-K in its entirety.

                  The Company has revised the appropriate certifications, which
                  will be exhibits to the Company's Form 10-K/A, as amended in
                  its entirety, to include paragraph 4(b), without qualification
                  thereto.

                                    FORM 8-K



                                      -23-



         Unaudited Pro Forma Condensed Consolidated Financial Statements
         ---------------------------------------------------------------

     35.      Your disclosure suggests that there may be revisions to the
              preliminary purchase price allocations. Please provide us with a
              summary of the changes and related reasons.

                  In accordance with FAS 141 and APB 16, we will be refining our
                  preliminary purchase price allocations throughout the year
                  following the date of the acquisitions. However, we do not
                  expect the allocations to change materially when they are
                  finalized. We do not yet know what changes may occur as we are
                  in the process of obtaining independent valuations and
                  performing necessary analyses to properly reflect the fair
                  value and deferred tax effects of the following material
                  items:

                      1.  Certain litigation and environmental obligations

                      2.  Fixed assets

                      3.  Identifiable intangible assets, primarily consisting
                          of trademarks

                      4.  Pension and post retirement obligations

     36.      We note the adjustment relating to goodwill and intangible assets
              of $297.8 million for the AHI acquisition. Supplementally provide
              us with a summary of the type and amounts relating to intangible
              assets and your basis for these allocations. See paragraph A14 to
              A28 of SFAS 141.

                  In response to the Staff's comment, please note the following:
                  Our allocation to goodwill is preliminary as described in our
                  pro formas and in our response to the Staff's comment #35.
                  However, we believe the majority of the intangible adjustment
                  will be to goodwill. We are planning to obtain an independent
                  valuation of the identifiable intangible assets we purchased
                  in conjunction with our acquisition of AHI. We are currently
                  preparing the detailed assumptions and projections related to
                  those assets along with a list of those assets based on how
                  Jarden viewed and valued such assets during the acquisition
                  process. Such assumptions and projections will be provided to
                  the independent appraiser. However, because AHI applied "fresh
                  start" accounting in 2002, we do not expect a materially
                  different result from their book-basis value of identifiable
                  intangibles.


                           PRELIMINARY PROXY STATEMENT

     37. Please revise to comply with the above comments as applicable.

                  The Company has revised the Preliminary Proxy Statement in
                  response to the Staff's comment and has made certain
                  applicable changes referenced in comment numbers 8 and 10 to
                  the Preliminary Proxy Statement.



                                      -24-



                                                                       EXHIBIT A



                                                             FOR THE YEAR ENDED DECEMBER 31,
                                         --------------------------------------------------------------------------
                                            2004            2003            2002           2001            2000
                                          (a) (b)         (c) (d)          (e) (f)         (g)             (h)
                                         ------------    ------------    ------------   ----------      -----------
                                                      (dollars in thousands, except per share data)
STATEMENT OF OPERATIONS DATA:


Net sales ...........................      $ 838,609      $ 587,657      $ 367,104      $ 304,276       $ 356,123
Costs and expenses:
     Cost of sales ..................        563,210        374,614        223,663        237,357         280,671
     Selling, general and
      administrative expenses
      (including restricted stock
      charges of $32,415 and $21,833
      in 2004 and 2003, respectively)        179,316        141,593         78,332         47,829          49,686
     Goodwill amortization ..........             --             --             --          5,153           6,404
     Special charges and
      reorganization expenses (i)  ..             --             --             --          4,978             380
     Loss on divestiture of assets
      and product lines .............             --             --             --        122,887              --
                                           ---------      ---------      ---------      ---------       ---------
Operating earnings (loss) ...........         96,083         71,450         65,109       (113,928)         18,982
Interest expense, net ...............         27,608         19,184         12,611         11,791          11,917
Income tax provision (benefit) ......         26,041         20,488         16,189        (40,443)          2,402
Minority interest in gain (loss) of
   consolidated subsidiary ..........           --             --             --              153            (259)
                                           ---------      ---------      ---------      ---------       ---------
Net income (loss) ...................      $  42,434      $  31,778      $  36,309      $ (85,429)      $   4,922
                                           =========      =========      =========      =========       =========

Basic earnings (loss) per share .....      $    1.55      $    1.40      $    1.74      $   (4.47)      $    0.26
Diluted earnings (loss) per share ...      $    1.49           1.35      $    1.68      $   (4.47)      $    0.26


                                                        AS OF AND FOR THE YEAR ENDED DECEMBER 31,
                                       ------------------------------------------------------------------------------
                                          2004            2003            2002             2001             2000
                                        (a) (b)         (c) (d)          (e) (f)           (g)              (h)
                                       ------------    ------------    ------------    -------------    -------------
                                                                  (dollars in thousands)
OTHER FINANCIAL DATA:
Cash flows from operations (k)....       $ 70,415        $ 73,821        $ 71,013         $ 39,857         $ 19,144
Cash flows provided by (used in)
   financing activities...........         98,066         284,796         111,547         (52,237)         (12,968)
Cash flows provided by (used in)
   investing activities...........      (273,216)       (289,996)       (132,157)           15,453         (20,267)
Depreciation and amortization.....         19,175          15,045          10,001           18,797           21,311

EBITDA (j)........................        115,258          86,495          75,110          (95,284)          40,552
Capital expenditures..............         10,761          12,822           9,277            9,707           13,637

BALANCE SHEET DATA:
Cash and cash equivalents.........     $   20,665      $  125,400        $ 56,779         $  6,376         $  3,303
Working capital (m)...............        181,371         242,039         101,557            8,035           22,975
Total assets......................      1,042,381         759,674         366,765          162,234          310,429
Total debt........................        487,451         387,382         216,955           84,875          137,060
Total stockholders' equity........        333,951         249,905          76,764           35,129          118,221





                                      -25-



                                                                       EXHIBIT B


         THE FOLLOWING STATEMENTS HAVE BEEN PLACED THROUGHOUT THE COMPANY'S MD&A
AS INDICATED:


Acquisition Activities
- ----------------------

         The current mergers and acquisitions market conditions reflect rising
ratios of purchase prices to earnings. This market trend could adversely affect
our ability to identify and purchase businesses at an attractive price in the
future.


Results of Operations - Comparing 2004 to 2003
- ----------------------------------------------

         For our recently acquired playing card brands, the current consumer
market excitement surrounding poker has boosted sales in our branded consumables
segment during 2004.

         More competition in the market for home vacuum packaging machines has
put pressure on our margins in the consumer solutions segment during 2004.

         Our gross margin during 2004 has been negatively affected during 2004
by rising market prices for commodities, including steel and resin.


Financial Condition, Liquidity and Capital Resources - 2002 Activity
- --------------------------------------------------------------------

         We believe our interest rate hedges appropriately moderate any material
interest rate risk associated with our floating rate debt. Additionally, our
leverage ratio, which we believe is low, in general, helps protect us from
material affects of interest rate market trends.


Cash Flows from Operations
- --------------------------

         Recently, resin and steel market pricing has been increasing and
negatively affecting the gross margin of our businesses. Continued increase will
continue to affect our earnings, and thereby our cash flow from operations.
Although our businesses are generally non-cyclical, because our products are
primarily consumer products, market trends for consumers could reasonably be
expected to affect our sales level and thereby affect our cash flows.


Cash and Financing Activity
- ---------------------------

         Our ability to access both debt and equity capital markets and to
obtain attractive rates of return on our invested capital is dependent on the
capital market conditions in general. For example, rising interest rates could
increase our interest expense. Additionally, stock market devaluation in general
could devalue our publicly traded common stock and thereby make it more
difficult to attract equity investors.




                                      -26-



                                                                       EXHIBIT C

RESULTS OF OPERATIONS - COMPARING 2004 TO 2003

                                                      YEAR ENDED DECEMBER 31,
                                                   ----------------------------
(in millions)                                         2004              2003
                                                   ------------       ---------

Kitchen products (1) ...........................    $ 205.8         $  194.4
Home improvement products (2)...................      138.1             41.0
Playing cards products (3)......................       80.5                -
Other specialty products (1)(2)(3)..............       48.7             22.5
                                                   ----------       -----------
   Total branded consumables (1)(2)(3)..........      473.1            257.9
   Consumer solutions (4).......................      222.2            216.1
   Plastic consumables (5)......................      128.1            109.1
   Other........................................       67.5             42.8
   Intercompany (6).............................      (52.3)           (38.2)
                                                   ----------       -----------
           Total net sales......................    $ 838.6          $ 587.7
                                                   ==========       ===========

(1) The Diamond Brands wood manufacturing operation and branded product
distribution business is included in the branded consumables segment effective
February 1, 2003.

(2) The Lehigh business is included in the branded consumables segment effective
September 2, 2003.

(3) The USPC business is included in the branded consumables segment effective
June 28, 2004.

(4) The consumer solutions segment was created upon the purchase of Tilia,
effective April 1, 2002.

(5) The Diamond Brands plastic manufacturing operation is included in the
plastic consumables segment effective February 1, 2003.

(6) Intersegment sales are recorded at cost plus an agreed upon intercompany
profit on intersegment sales.


RESULTS OF OPERATIONS - COMPARING 2003 TO 2002

                                                       YEAR ENDED DECEMBER 31,
                                                   -----------------------------
(in millions)                                          2003             2002
                                                   ------------      -----------
Kitchen products (1) ...........................     $  194.4         $  109.1
Home improvement products (2)...................         41.0                -
Other specialty products (1)(2).................         22.5              2.1
                                                   ------------      -----------
   Total branded consumables (1)(2).............        257.9            111.2
   Consumer solutions (3).......................        216.1            145.3
   Plastic consumables (4)......................        109.1             70.6
   Other........................................         42.8             41.0
   Intercompany (5).............................        (38.2)            (1.0)
                                                   ------------      -----------
           Total net sales......................     $  587.7         $  367.1
                                                   ============      ===========

(1) The Diamond Brands wood manufacturing operation and branded product
distribution business is included in the branded consumables segment effective
February 1, 2003.

(2) The Lehigh business is included in the branded consumables segment effective
September 2, 2003.

(3) The consumer solutions segment was created upon the purchase of Tilia,
effective April 1, 2002.

(4) The Diamond Brands plastic manufacturing operation is included in the
plastic consumables segment effective February 1, 2003.

(5) Intersegment sales are recorded at cost plus an agreed upon intercompany
profit on intersegment sales.



                                      -27-



                                                                       EXHIBIT D

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

      The following table includes aggregate information about our contractual
obligations as of December 31, 2004 and the periods in which payments are due.
Certain of these amounts are not required to be included in our consolidated
balance sheet:



- ---------------------------------------------
CONTRACTUAL OBLIGATIONS                                              PAYMENTS DUE BY PERIOD (MILLIONS OF DOLLARS)
- ---------------------------------------------                 ------------------------------------------------------------
                                                               LESS THAN 1
                                                  TOTAL           YEAR         1-3 YEARS      3-5 YEARS     AFTER 5 YEARS
                                                  -----        -----------     ---------      ---------     -------------

Long-term debt, including scheduled
  interest payments (1)                              $ 631.3        $  45.1        $ 211.0         $ 159.1       $  216.1
Operating leases.....................                   19.9            6.7            7.4             2.2            3.6
Unconditional purchase obligations...                    4.3            4.3              -               -              -
Pension and post retirement obligations                 36.5            3.1            6.5             7.1           19.8
Executive management compensation agreements             5.1            2.1            3.0               -              -
Other non-current obligations........                    0.2            0.1            0.1               -              -
                                              --------------- -------------- -------------- --------------- --------------
Total.                                               $ 697.3        $  61.4        $ 228.0         $ 168.4       $  239.5
                                              =============== ============== ============== =============== ==============


(1)      The debt amounts are based on the principal payments that will be due
         upon their maturity as well as scheduled interest payments. Interest
         payments on our variable debt have been calculated based on their
         scheduled payment dates and using the weighted average interest rate on
         our variable debt as of December 31, 2004. Interest payments on our
         fixed rate debt are calculated based on their scheduled payment dates.
         The debt amounts exclude approximately $3.2 million of non-debt
         balances arising from the interest rate swap transactions described in
         Item 8. Note 15. Financial Statements and Supplementary Data.









                                      -28-



                                                                      EXHIBIT E1

                                            JARDEN CORPORATION
                                    CONSOLIDATED STATEMENTS OF INCOME
                                 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                       YEAR ENDED DECEMBER 31,
                                               --------------------------------------
                                                  2004          2003          2002
                                               ----------    -----------   ----------
Net sales ..................................    $838,609      $587,657      $367,104
Costs and expenses:
   Cost of sales ...........................     563,210       374,614       223,663
   Selling, general and administrative
expenses (including restricted stock charges
of $32,415 and $21,833 in 2004 and 2003,
respectively) ..............................     179,316       141,593        78,332
                                                --------      --------      --------
Operating earnings .........................      96,083        71,450        65,109
Interest expense, net ......................      27,608        19,184        12,611
                                                --------      --------      --------
Income before taxes ........................      68,475        52,266        52,498
Income tax provision .......................      26,041        20,488        16,189
                                                --------      --------      --------
Net income .................................    $ 42,434      $ 31,778      $ 36,309
                                                ========      ========      ========

Basic earnings per share ...................    $   1.55      $   1.40      $   1.74
Diluted earnings per share .................    $   1.49      $   1.35      $   1.68

Weighted average shares outstanding:
    Basic ..................................      27,353        22,663        20,910
    Diluted ................................      28,455        23,531        21,588
















                                      -29-



                                                                      EXHIBIT E2


RESULTS OF OPERATIONS - COMPARING 2004 TO 2003

         Selling, general and administrative expenses decreased as a percentage
of net sales from 24.1% in 2003 to 21.4% in 2004. During the fourth quarters of
2004 and 2003, we recorded non-cash restricted stock charges of approximately
$32.4 million and $21.8 million, respectively, relating to the lapsing of
restrictions over restricted stock issuances to certain executive officers. The
decrease in percentage terms of our selling, general and administrative expenses
was principally due to the inclusion of the acquisitions completed during 2003
and 2004 which have relatively lower selling, general and administrative
expenses as a percentage of net sales and also due to spending not increasing at
the same rate as organic growth. The increase in dollar terms, from $141.6
million in 2003 to $179.3 million in 2004, was principally the result of a
larger non-cash restricted stock charge in 2004, the acquisitions completed
during 2003 and 2004, higher sales and marketing expenses in our branded
consumables segment and higher validation costs incurred for new business
development projects and higher employee compensation costs in our plastic
consumables segment, partially offset by lower media spending, lower legal costs
and lower employee compensation costs in the consumer solutions segment.


RESULTS OF OPERATIONS - COMPARING 2003 TO 2002

      Selling, general and administrative expenses increased to $141.6 million
in 2003 from $78.3 million in 2002, or, as a percentage of net sales, increased
to 24.1% in 2003 from 21.3% in 2002. The increase in dollar terms was
principally due to a non-cash restricted stock charge of approximately $21.8
million relating to the lapsing of restrictions over restricted stock issuances
to certain officers that was recorded in the fourth quarter of 2003 and the
result of the acquisitions completed during 2003 and 2002. Also, the selling,
general and administrative expenses increased, in part, due to higher marketing
expenditures and legal costs. The increase in percentage terms was principally
due to the non-cash restricted stock charge. Absent this charge, there would
have been a decrease in percentage terms which was principally due to the
addition of the Diamond Brands and Lehigh product lines, which have relatively
lower selling, general and administrative expenses as a percentage of net sales
compared to those of our consumer solutions segment.






                                      -30-



                                                                       EXHIBIT F


         Interest Income earned by the Company for the years ended December 31,
2004, 2003 and 2002 was $0.7 million, $0.5 million and $1.0 million,
respectively.


















                                      -31-



                                                                       EXHIBIT G


Prepaid Media and Advertising Costs

         Direct advertising costs (primarily media expenses) related to
infomercial sales are recorded as prepaid assets when paid in advance. The
expense is recognized when the infomercial is aired. All production expenses
related to the infomercials are expensed upon the first showing of the
infomercial. The Company's other advertising costs, consisting primarily of ad
demo and cooperative advertising, media placement and promotions are expensed as
incurred. The Company incurred advertising costs, which are all included in
Selling, General and Administrative Expenses in the Consolidated Statements of
Income, in the approximate amounts of $24.0 million, $25.9 million and $17.8
million for the years 2004, 2003 and 2002, respectively. Amounts of $0.4 million
and $0.5 million were included in the Company's Prepaid Expenses and Other
Current Assets in the Consolidated Balance Sheet as of December 31, 2004 and
2003, respectively.


















                                      -32-



                                                                       EXHIBIT H



Sales incentives and trade promotion activities

         In certain situations, the Company pays slotting fees and other
promotional payments and engages in cooperative advertising, buy-down programs
and other promotions to resellers of its consumer products. In general the cost
of these promotion activities that are provided to customers is classified as a
reduction to net sales. The cooperative advertising costs that the Company
incurs and which meet the requirements of Emerging Issues Task Force 01-9,
Accounting for Consideration Given by a Vendor to a Customer (including a
Reseller of the Vendor's Products), are included in Selling, General and
Administrative Expenses in the Consolidated Statements of Income. Such amounts
were approximately $6.3 million, $5.8 million and $5.4 million for the years
2004, 2003 and 2002, respectively.
















                                      -33-



                                                                       EXHIBIT I


Promotion and rebate accruals

         Among those factors affecting our accruals for promotions are estimates
of the number of activities within promotional programs between us and our trade
customers. Certain of our rebate accruals are based on estimates of the quantity
of products that our customers have sold to their consumers. Estimates of trade
promotion liabilities for promotional program costs incurred, but unpaid, are
generally based on estimates of the quantity of customer sales, timing of
promotional activities and forecasted costs for activities within the
promotional programs. Settlement of these liabilities sometimes occurs in
periods subsequent to the date of the promotion activity. Trade promotion
programs include introductory marketing funds such as slotting fees, cooperative
advertising and other activities conducted by our customers to promote our
products.
















                                      -34-



                                                                       EXHIBIT J

Critical Accounting Policies - MD&A Insert
- ------------------------------------------

Revenue recognition and allowances for product returns

         We recognize revenue at the time of product shipment or delivery,
depending upon when title passes, to unaffiliated customers, and when all of the
following have occurred: a firm sales agreement is in place, pricing is fixed or
determinable, and collection is reasonably assured. We allow customers to return
defective or damaged products as well as certain other products for credit,
replacement, or exchange. Our revenue is recognized as the net amount to be
received after deducting estimated amounts for product returns, discounts, and
allowances. We estimate future product returns based upon historical return
rates and our judgment. If these estimates do not properly reflect future
returns, they could be revised.


Financial Statements Insert
- ---------------------------

Revenue Recognition

         The Company recognizes revenue at the time of product shipment or
delivery, depending upon when title passes, to unaffiliated customers, and when
all of the following have occurred: a firm sales agreement is in place, pricing
is fixed or determinable, and collection is reasonably assured. The Company
allows customers to return defective or damaged products as well as certain
other products for credit, replacement, or exchange. Revenue is recognized as
the net amount to be received after deducting estimated amounts for product
returns, discounts, and allowances. The Company estimates future product returns
based upon historical return rates and its judgment.














                                      -35-



                                                                       EXHIBIT K

MD&A Insert
- -----------

         In December 2003, the FASB issued FASB Interpretation No. 46 (Revised
December 2003) ("FIN 46R"), Consolidation of Variable Interest Entities, an
Interpretation of ARB 51. FIN 46R addresses the consolidation by business
enterprises of variable interest entities. FIN 46 defines the concept of
"variable interests" and requires existing unconsolidated variable interest
entities to be consolidated by their primary beneficiaries if the entities do
not effectively disperse risks among the parties involved. It also requires the
deconsolidation of consolidated variable interest entities in certain
circumstances if it is determined that the consolidating equity holder is not
the primary beneficiary. The Company has completed an evaluation of all of its
variable interests and has determined that it does not have any interests in
variable interests, as defined by FIN46R.


Financial Statements Insert
- ---------------------------

         In December 2003, the FASB issued FASB Interpretation No. 46 (Revised
December 2003) ("FIN 46R"), Consolidation of Variable Interest Entities, an
Interpretation of ARB 51. FIN 46R addresses the consolidation by business
enterprises of variable interest entities. FIN 46 defines the concept of
"variable interests" and requires existing unconsolidated variable interest
entities to be consolidated by their primary beneficiaries if the entities do
not effectively disperse risks among the parties involved. It also requires the
deconsolidation of consolidated variable interest entities in certain
circumstances if it is determined that the consolidating equity holder is not
the primary beneficiary. We have completed an evaluation of all of our variable
interests and have determined that we do not have any interests in variable
interests, as defined by FIN46R.








                                      -36-