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John
T. Wilson
Senior
Vice President, Secretary
and General Counsel Spectrum
Brands, Inc.
6 Concourse Parkway Suite 3300 Atlanta,
GA 30328
(770) 829-6200 phone (770) 393-4515 fax |
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November 6, 2009
VIA EDGAR AND FACSIMILE
TRANSMISSION
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United
States Securities and Exchange Commission
Division
of Corporate Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Mary Beth Breslin, Esq.,
Senior
Attorney
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RE:
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Spectrum
Brands, Inc. Registration
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Statement on Form S-3
(File No. 333-162057)
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Dear
Ms. Breslin:
Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Spectrum
Brands, Inc. (the "Registrant") hereby requests that the effectiveness of the
above-referenced Registration Statement on Form S-3 be accelerated so that it
may become effective by 3:00 p.m., Washington, D.C. time, on Tuesday, November
10, 2009, or as soon as practicable thereafter.
In connection with this request, the
Registrant acknowledges that:
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(a)
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should
the United States Securities and Exchange Commission (the "Commission") or
its staff, acting pursuant to delegated authority, declare the
above-referenced Registration Statement effective, it does not foreclose
the Commission from taking any action with respect to such Registration
Statement;
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(b)
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the
action of the Commission or its staff, acting pursuant to delegated
authority in declaring the above-referenced Registration Statement
effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure contained in such
Registration Statement; and
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(c)
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the
Registrant may not assert staff comments or the declaration of
effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United
States.
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Mary
Beth Breslin, Esq.
United
States Securities and Exchange Commission
Division
of Corporation Finance
November
6, 2009
Page
2
We respectfully request that we be
notified of such effectiveness by a telephone call to John Alessi of Skadden,
Arps, Slate, Meagher & Flom LLP at (617) 573-4865 and that such
effectiveness also be confirmed in writing.
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Very
truly yours,
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SPECTRUM
BRANDS, INC.
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By:
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/s/ John T. Wilson | ||||
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Name:
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John T. Wilson | ||||
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Title:
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Senior Vice President, | ||||
| Secretary and General Counsel | |||||
cc: Margaret
A. Brown, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP