Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  POLISTINA TERRY
 2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2010		 3. Issuer Name and Ticker or Trading Symbol
Spectrum Brands Holdings, Inc. [SPB]
(Last)
(First)
(Middle)
601 RAYOVAC DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Russell Hobbs
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MADISON, WI 53711		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) (2) 3,017
D
 

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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
POLISTINA TERRY
601 RAYOVAC DRIVE
MADISON, WI 53711		   X     President, Russell Hobbs  

Signatures

/s/ Terry Polistina 06/16/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to the terms of the Agreement and Plan of Merger, dated as of February 9, 2010, as amended, by and among Spectrum Brands, Inc. ("Spectrum Brands"), Russell Hobbs, Inc., Issuer, Battery Merger Corp. ("Battery Sub"), a direct wholly-owned subsidiary of Issuer, and Grill Merger Corp., a direct wholly-owned subsidiary of Issuer, all Delaware corporations, on June 16, 2010, among other things, Battery Sub merged with and into Spectrum Brands ("Battery Merger"). Spectrum Brands continued as the surviving corporation in the Battery Merger and became an indirectly wholly-owned subsidiary of Issuer.
(2) In connection with the Battery Merger, the shares issuable under the Spectrum Brands, Inc. 2009 Incentive Plan (the "Plan") were assumed by the Issuer. The 3,017 shares of restricted stock of Spectrum Brands awarded to Mr. Polistina under the Plan, which were valued at $31.50 per share in the Battery Merger and were scheduled to vest on October 1, 2010 if Mr. Polistina was a director of Spectrum Brands on such date, were canceled and exchanged for 3,017 shares of restricted stock of the Issuer, which will have the same vesting schedule as the restricted stock of Spectrum Brands.

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