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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/AAmendment No. 1

|ý                                             | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|--------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended September 30, 2002.
|o                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from
 to           

Commission file No. 001-13615

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RAYOVAC CORPORATION(Exact name of Registrant as Specified in its Charter)

|Wisconsin                                                      |  | 22-2423556                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification Number)
|601 Rayovac Drive                                              |  | 53711-2497                             
|(Address of principal executive offices)                       |  | (Zip Code)                             

Registrant's telephone number, including area code: (608) 275-3340

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class          |  | Name of each exchange on which registered
|---------------------------- |  | -----------------------------------------
|Common Stock, Par Value $.01 |  | New York Stock Exchange, Inc.            

Securities registered pursuant to Section 12(g) of the Act:None

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.     o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes ý    No o

On
March 28, 2002, the aggregate market value of the voting stock held by non-affiliates of the registrant was $414,944,914. As of January 13, 2003, there were
outstanding 32,474,272 shares of the registrant's Common Stock, $0.01 par value.

Explanatory Note

This Amendment No. 1 to the Annual Report on Form 10-K (the "Form 10-K") of Rayovac Corporation (the "Company") for
the fiscal year ended September 30, 2002 is being filed for the purpose of including the disclosure under the heading "Equity Compensation Plan Information" appearing in Item 12 (Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), which disclosure was unintentionally omitted from the Company's original filing of the
Form 10-K. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, the complete text of Item 12 as amended is set forth herein. The disclosure
under the heading "Security Ownership of Certain Beneficial Owners and Management" contains no change in previously reported information.

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PART III

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of our Common Stock as of October 31, 2002 by:



This
information is based upon information received from or on behalf of the individuals named herein.

Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission. Except as otherwise indicated, we believe that each person or entity named in
the table has sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to applicable community property laws. The percentage of
beneficial ownership set forth below is based upon 32,474,272 shares of Common Stock outstanding as of the close of business on October 31, 2002. In computing the number of shares of Common
Stock beneficially owned by a person and the percentage ownership of that person, shares of Common Stock that are subject to options held by that person that are currently exercisable or exercisable
within 60 days of October 31, 2002, are deemed outstanding. These shares are not, however, deemed outstanding for the purpose of
computing the percentage ownership of any other person. Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Rayovac Corporation, 601 Rayovac Drive, Madison,
Wisconsin 53711.

|Names and Address of Beneficial Owner                                        |  | Number
of Shares |     | Number of
Shares Subject
to Options(1) |  | Percent
|---------------------------------------------------------------------------- |  | ---------------- | --- | -------------------------------------- |  | -------
|Wellington Management Company, LLP(2)
75 State Street Boston, MA 02109       |  | 3,508,645        |     |                                       |  | 10.8   
|J.L. Kaplan Associates, LLC(3)
222 Berkley Street, Ste 2010
Boston, MA 02116 |  | 1,703,568        |     |                                       |  | 5.2    
|David A. Jones                                                               |  | 183,217          | (4) | 576,243                                |  | 2.3    
|Kent J. Hussey                                                               |  | 144,476          | (5) | 224,911                                |  | 1.1    
|Stephen P. Shanesy                                                           |  | 61,553           | (6) | 132,592                                |  | *      
|Merrell M. Tomlin                                                            |  | 61,115           | (7) | 122,763                                |  | *      
|Luis A. Cancio                                                               |  | 62,501           | (8) | 130,875                                |  | *      
|William P. Carmichael                                                        |  |                 |     | 5,000                                  |  | *      
|Thomas R. Shepherd                                                           |  |                 |     | 10,000                                 |  | *      
|John S. Lupo                                                                 |  | 2,500            |     | 15,000                                 |  | *      
|Philip F. Pellegrino                                                         |  | 2,000            |     | 12,000                                 |  | *      
|Barbara S. Thomas                                                            |  |                 |     | 5,000                                  |  | *      
|All directors and executive officers of the Company as a group (14 persons)  |  | 729,602          | (9) | 1,569,623                              |  | 6.7    

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Equity Compensation Plan Information

The following table sets forth information regarding our equity compensation plans as of September 30, 2002:

|Plan category                                              |       | Number of securities to be issued
upon the exercise of outstanding
options, warrants and rights |           | Weighted-average exercise price
of outstanding options,
warrants and rights |                | Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))(1) |          
|---------------------------------------------------------- | ----- | ----------------------------------------------------------------------------------------------- | --------- | --------------------------------------------------------------------------- | -------------- | ---------------------------------------------------------------------------------------------------------------------------------------------- | ---------
|
|Equity compensation plans approved by security holders     |       | 4,104,799                                                                                       |           | $                                                                           | 14.01          |                                                                                                                                                | 2,019,930
|Equity compensation plans not approved by security holders |       | None                                                                                            |           |                                                                             | Not Applicable |                                                                                                                                                | None     
|                                                           | Total |                                                                                                 | 4,104,799 |                                                                             | $              | 14.01                                                                                                                                          |          

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

|                       |  | RAYOVAC CORPORATION
|---------------------- |  | -------------------
|                       |  | By:                
|DATE: January 29, 2003 |  |                    

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CERTIFICATIONS

I,
David A. Jones, certify that:



|                       |  |                                                        
|---------------------- |  | -------------------------------------------------------
|Date: January 29, 2003 |  |                                                        
|                       |  | /s/DAVID A. JONESDavid A. Jones
Chief Executive Officer

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I, Randall J. Steward, certify that:



|                       |  |                                                                
|---------------------- |  | ---------------------------------------------------------------
|Date: January 29, 2003 |  |                                                                
|                       |  | /s/RANDALL J. STEWARDRandall J. Steward
Chief Financial Officer

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