[Prestige Letterhead]
ERIC S. KLEE
ASSOCIATE GENERAL COUNSEL
August 4, 2008
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Attn.: Jeffrey Riedler
| | Re: | Prestige Brands Holdings, Inc. |
| | | Registration Statement on Form S-3 |
| | | File No. 333-139702 |
Ladies and Gentlemen:
On behalf of the above-referenced registrant, I hereby request that the Registration Statement on Form S-3 (File No. 333-139702), as amended, of Prestige Brands Holdings, Inc. (the "Company") be declared effective by the Commission at 5:00 p.m. (Eastern Time) on August 7, 2008 or as soon thereafter as practicable.
| | | The Company acknowledges that: |
| | | |
| | · | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with |
| | | respect to the filing; |
| | | |
| | · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for |
| | | the adequacy and accuracy of the disclosure in the filing; and |
| | | |
| | · | the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| | Very truly yours, |
| | |
| | Prestige Brands Holdings, Inc. |
| | |
| | |
| | |
| | /s/Eric S. Klee |
| | Eric S. Klee |
| | Associate General Counsel |
| | PHONE: 914-524-6878 | PRESTIGE BRANDS HOLDINGS, INC. | eklee@prestigebrandsinc.com |
| | FAX: 914-524-7488 | 90 NORTH BROADWAY, IRVINGTON, NEW YORK 10533 | |
| | | NYSE:PBH | |
