UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


          Date of Report (Date of earliest event reported) May 1, 2005
                                                           -----------

                               Jarden Corporation
                               ------------------
             (Exact name of registrant as specified in its charter)


         Delaware                       0-21052                   35-1828377
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(State or other jurisdiction     (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)


555 Theodore Fremd Avenue, Rye, New York                            10580
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(Address of principal executive offices)                          (Zip Code)


        Registrant's telephone number, including area code (914) 967-9400
                                                           --------------


              ----------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



Item 1.01   Entry into a Material Definitive Agreement.
            ------------------------------------------

     On May 1, 2005, the Company entered into Amendment No. 2 (the "ESPP
Amendment") to the 2003 Employee Stock Purchase Plan (the "Plan"). Inasmuch as
the Securities and Exchange Commission has changed the effective date for
certain new stock option accounting rules, the ESPP Amendment eliminates all
changes of Amendment No. 1 to the Plan related to the discount offered to
employees who purchase stock under the Plan.

     A copy of the ESPP Amendment is attached to this current report on Form 8-K
as Exhibit 10.3 and is incorporated by reference as though it were fully set
forth herein. The foregoing summary description of the ESPP Amendment is not
intended to be complete, and is qualified in its entirety by the complete text
of the ESPP Amendment.

Item 2.02   Results of Operations and Financial Condition.
            ---------------------------------------------

     On May 5, 2005, we issued a press release announcing our financial results
for the quarter ended March 31, 2005. A copy of our press release announcing our
earnings results for the quarter ended March 31, 2005 is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

     The earnings press release furnished herewith contains financial measures
that are not in accordance with generally accepted accounting principles in the
United States ("GAAP"). For purposes of Regulation G, a non-GAAP financial
measure is a numerical measure of a Company's historical or future financial
performance, financial position or cash flows that excludes amounts, or is
subject to adjustments that have the effect of excluding amounts, that are
included in the most directly comparable measure calculated in accordance with
GAAP in the statements of operations, balance sheets, or statements or cash
flows of the Company; or includes amounts, or is subject to adjustments that
have the effect of including amounts, that are excluded from the most directly
comparable measure so calculated and presented. Pursuant to the requirements of
Regulation G, the Company has provided reconciliations within the earnings
release of the non-GAAP financial measures to the most directly comparable GAAP
financial measures.

     Net income and diluted earnings per share, excluding the items discussed
below, are non-GAAP financial measures and have been presented herein because
management of the Company uses these financial measures in monitoring and
evaluating the Company's ongoing financial results and trends. Items excluded
from net income in the "as reported" results to arrive at the "as adjusted"
results for the three months ended March 31, 2005 consist of purchase
accounting adjustments for $16.4 million of manufacturer's profit in inventory
that flowed through cost of sales during the quarter, $2.9 million of
reorganization and acquisition-related integration costs and $6.0 million of
loss on early extinguishment of debt. Items excluded from weighted average
shares outstanding in the "as reported" results to arrive at the "as adjusted"
results for the three months ended March 31, 2005 consist of Series B and Series
C preferred stock common stock



equivalents on an if-converted basis, as well as restricted shares for executive
officers to be issued upon shareholder approval of an amendment to the stock
compensation plan. Management believes that these non-GAAP operating performance
measures are useful for investors because they enhance investors' ability to
analyze trends in the Company's business and compare the Company's financial and
operating performance to the performance of the Company's peers. Additionally,
the Company's credit agreement has provided for manufacturer's profit in
inventory adjustments required for purchase accounting, reorganization and
acquisition-related integration costs and loss on early extinguishment of debt
to be excluded in calculations used for determining whether the Company is in
compliance with certain credit agreement covenants.

         Also attached to this Current Report on Form 8-K as Exhibit 99.2 is a
reconciliation of certain non-GAAP financial measures expected to be discussed
by us during our May 5, 2005 earnings conference call to the most directly
comparable financial measure in accordance with GAAP and is incorporated by
reference herein. EBITDA is presented in the earnings conference call because
the Company's credit facility and senior subordinated notes contain financial
and other covenants which are based on or refer to the Company's EBITDA.
Additionally, EBITDA is a basis upon which our management assesses financial
performance and we believe it is frequently used by securities analysts,
investors and other interested parties in measuring the operating performance
and creditworthiness of companies with comparable market capitalization to the
Company, many of which present EBITDA when reporting their results. Furthermore,
EBITDA is one of the factors used to determine the total amount of bonuses
available to be awarded to executive officers and other employees. EBITDA is
widely used by the Company to evaluate potential acquisition candidates.
Adjusted EBITDA, excluding purchase accounting adjustments for manufacturer's
profit in inventory, reorganization and acquisition-related integration costs
and loss on early extinguishment of debt, is presented in the earnings
conference call because it is a basis upon which the Company's management has
assessed its financial performance in the years presented. Additionally, the
Company's credit agreement has provided for manufacturer's profit in inventory
adjustments required for purchase accounting, reorganization and
acquisition-related integration costs and loss on early extinguishment of debt
to be excluded in calculations used for determining whether the Company is in
compliance with certain credit agreement covenants.

     The non-GAAP financial measures described above should be considered in
addition to, but not as a substitute for, measures of financial performance
prepared in accordance with GAAP that are presented in the earnings release and
on the earnings conference call.

     The information in this Item 2.02 of this Form 8-K and Exhibits 99.1 and
99.2 attached hereto shall not be deemed to be "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.


Item 9.01  Financial Statements and Exhibits
           ---------------------------------

     (c) Exhibits. The following Exhibits are filed herewith as part of this
report:

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

10.1       Jarden Corporation 2003 Employee Stock Purchase Plan (incorporated by
           reference from Annex C to the Company's 2003 Definitive Proxy
           Statement with respect to the Company's 2003 Annual Meeting of
           Stockholders, as filed with the Commission on March 28, 2003).

10.2       Amendment No. 1 to the Jarden Corporation 2003 Employee Stock
           Purchase Plan (filed as Exhibit 10.3 to the Company's Current Report
           on Form 8-K, filed with the Commission on April 13, 2005, and
           incorporated herein by reference).

10.3       Amendment No. 2 to the Jarden Corporation 2003 Employee Stock
           Purchase Plan.

99.1       Press Release of Jarden Corporation, dated May 5, 2005, with respect
           to our financial results for the quarter ended March 31, 2005
           (furnished only).

99.2       Reconciliation of non-GAAP financial measures to the most directly
           comparable GAAP financial measures.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated: May 5, 2005

                                      JARDEN CORPORATION


                                  By: /s/ Desiree DeStefano
                                      ---------------------
                                      Name: Desiree DeStefano
                                      Title: Executive Vice President of Finance




                                  EXHIBIT INDEX

               Number               Exhibit
               ------               -------

                10.1                Jarden Corporation 2003 Employee Stock
                                    Purchase Plan (incorporated by reference
                                    from Annex C to the Company's 2003
                                    Definitive Proxy Statement with respect to
                                    the Company's 2003 Annual Meeting of
                                    Stockholders, as filed with the Commission
                                    on March 28, 2003).

                10.2                Amendment No. 1 to the Jarden Corporation
                                    2003 Employee Stock Purchase Plan (filed as
                                    Exhibit 10.3 to the Company's Current Report
                                    on Form 8-K, filed with the Commission on
                                    April 13, 2005, and incorporated herein by
                                    reference).

                10.3                Amendment No. 2 to the Jarden Corporation
                                    2003 Employee Stock Purchase Plan.

                99.1                Press Release of Jarden Corporation, dated
                                    May 5, 2005, with respect to our financial
                                    results for the quarter ended March 31, 2005
                                    (furnished only).

                99.2                Reconciliation of non-GAAP financial
                                    measures to the most directly comparable
                                    GAAP financial measures.