Filed Pursuant Rule 424(b)(3)
                                                     Registration No. 333-123218


                                   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 10.7 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 June 1, 2005, the last reported sale price of our shares on the New
York Stock Exchange was $49.75 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 June 2, 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        29,219,778 shares
May 11, 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 29,219,778 shares of our common stock
as of May 11, 2005. The selling stockholders may offer an aggregate of up to
15,628,492 shares, 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 May 11, 2005, the selling stockholders would be
entitled to receive 10.7 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, as amended on Form 10-K/A, filed on
         May 2, 2005, and as further amended on Form 10-K/A, filed on May 16,
         2005;

     (b) Our Form 12b-25 filed on May 10, 2005;

     (c) Our quarterly report on Form 10-Q for the quarter ended March 31, 2005,
         filed on May 16, 2005;

     (d) Our current report on Form 8-K, Date of Event - June 28, 2004, filed on
         July 13, 2004, as amended on Form 8-K/A, filed on August 6, 2004;

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

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

     (g) Our current report on Form 8-K, Date of Event - May 1, 2005, filed on
         May 5, 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 June 1, 2005, the last reported sale price of our shares on the New York
Stock Exchange was $49.75 per share, which represents approximately 155% 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 has increased
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 May 11, 2005 by
each of the selling stockholders, and as adjusted to reflect the sale of the
shares in this offering. As of May 11, 2005, approximately 29,219,778 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 May 11, 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-




<TABLE>

                                 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          4,128,106        12.6%              13,393,618          0                  *
Equity VIII, L.P. (2)(3)


Catterton Partners (2)(4)        688,007          2.3%              2,234,874           0                  *
</TABLE>


*    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
     29,219,778 shares of our common stock outstanding as of May 11, 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 May 11, 2005, there were 29,219,778 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).




     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
general 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. Significant
amounts of short selling, or the perception that a significant amounts of short
sales could occur, could depress the market price of our common stock. In
contrast, 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/A Amendment No. 2 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

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


                                  June 2, 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.

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