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:

                                   May 2, 2006
                   ------------------------------------------
                       (Date of earliest event reported)


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



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


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

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

                                       N/A
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          (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 May 2, 2006, Spectrum Brands, Inc. issued a press release discussing its
estimated financial results for its second fiscal quarter of 2006 ended March
31, 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 May 2, 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:  May 2, 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 May 2, 2006 issued by Spectrum Brands, Inc.