UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                 Date of Report:

                                January 31, 2006
                       -----------------------------------
                        (Date of earliest event reported)


                              SPECTRUM BRANDS, INC.
            --------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


          Wisconsin                  001-13615                22-2423556
------------------------------   -----------------    --------------------------
 (State or other Jurisdiction       (Commission              (IRS Employer
       of Incorporation)             File No.)            Identification No.)


            Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
         --------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (770) 829-6200
             ------------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
         ---------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


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

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))





Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

(a)    The following information, including the Exhibit attached hereto, is
being furnished pursuant to this Item 2.02 and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.

On January 31, 2006, Spectrum Brands, Inc. issued a press release discussing its
estimated financial results for its first fiscal quarter ending January 1, 2006.
A copy of the press release is furnished as Exhibit 99.1 to this report.


Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)    99.1 Press Release dated January 31, 2006 issued by Spectrum Brands, Inc.








                                   SIGNATURES

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



Date: January 31, 2006                   SPECTRUM BRANDS, INC.



                                         By: /s/ Randall J. Steward
                                             -------------------------------
                                             Name: Randall J. Steward
                                             Title: Executive Vice President and
                                                    Chief Financial Officer







EXHIBIT INDEX


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

99.1           Press Release dated January 31, 2006 issued by Spectrum Brands,
               Inc.