Spectrum Brands Holdings, Inc.

Form SC 13G/A
    
    
    SCHEDULE 13G
    
    Amendment No. 2
    SPECTRUM BRANDS HLDGS INC
    Common Stock
    Cusip #84763R101
    
    
    Cusip #84763R101
    Item 1:	Reporting Person - FMR LLC
    Item 4:	Delaware
    Item 5:	130,379
    Item 6:	0
    Item 7:	4,163,884
    Item 8:	0
    Item 9:	4,163,884
    Item 11:	8.091%
    Item 12:	    HC
    
    
    Cusip #84763R101
    Item 1:	Reporting Person - Edward C. Johnson 3d
    Item 4:	United States of America
    Item 5:	0
    Item 6:	0
    Item 7:	4,163,884
    Item 8:	0
    Item 9:	4,163,884
    Item 11:	8.091%
    Item 12:	IN
    
    
    
    
    	SCHEDULE 13G - TO BE INCLUDED IN
    STATEMENTS
    	FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
    
    
    
    Item 1(a).	Name of Issuer:
    
    		SPECTRUM BRANDS HLDGS INC
    
    Item 1(b).	Name of Issuer's Principal Executive Offices:
    
    		601 Rayovac Dr
    		Madison, WI  53711
    		US
    
    Item 2(a).	Name of Person Filing:
    
    		FMR LLC
    
    Item 2(b).	Address or Principal Business Office or, if None,
    Residence:
    
    		82 Devonshire Street, Boston,
    Massachusetts  02109
    
    Item 2(c).	Citizenship:
    
    		Not applicable
    
    Item 2(d).	Title of Class of Securities:
    
    		Common Stock
    
    Item 2(e).	CUSIP Number:
    
    		84763R101
    
    Item 3.	This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
    and the person filing, FMR LLC, is a parent holding company
    in accordance with Section 240.13d-1(b)(ii)(G).  (Note:  See
    Item 7).
    
    Item 4.	Ownership
    
    	(a)	Amount Beneficially Owned:	4,163,884
    
    	(b)	Percent of Class:	8.091%
    
    	(c)	Number of shares as to which such
    person has:
    
    	(i)	sole power to vote or to direct
    the vote:	130,379
    
    	(ii)	shared power to vote or to
    direct the vote:	0
    
    	(iii)	sole power to dispose or to
    direct the disposition of:	4,163,884
    
    	(iv)	shared power to dispose or to
    direct the disposition of:	0
    
    
    
    Item 5.	Ownership of Five Percent or Less of a Class.
    
    	Not applicable.
    
    Item 6.	Ownership of More than Five Percent on Behalf of Another
    Person.
    
    	Various persons have the right to receive or the power to
    direct the receipt of dividends from, or the proceeds from the
    sale of, the Common Stock of SPECTRUM BRANDS
    HLDGS INC.  No one person's interest in the Common Stock
    of SPECTRUM BRANDS HLDGS INC is more than five
    percent of the total outstanding Common Stock.
    
    Item 7.	Identification and Classification of the Subsidiary Which
    Acquired the Security Being Reported on By the Parent
    Holding Company.
    
    	See attached Exhibit A.
    
    Item 8.	Identification and Classification of Members of
    the Group.
    
    	Not applicable.  See attached Exhibit A.
    
    Item 9.	Notice of Dissolution of Group.
    
    	Not applicable.
    
    Item 10.	Certifications.
    
    	By signing below I certify that, to the best of my knowledge
    and belief, the securities referred to above were acquired in the
    ordinary course of business and were not acquired for the
    purpose of and do not have the effect of changing or
    influencing the control of the issuer of such securities and
    were not acquired in connection with or as a participant in any
    transaction having such purpose or effect.  I also certify that,
    to the best of my knowledge and belief, FIL Limited and its
    various non-U.S. investment management subsidiaries
    included on this Schedule 13G are subject to a regulatory
    scheme substantially comparable to the regulatory scheme
    applicable to the functionally equivalent U.S. institutions.  I
    also undertake to furnish to the Commission staff, upon
    request, information that would otherwise be disclosed in a
    Schedule 13D with respect to FIL Limited and its various non-
    U.S. investment management subsidiaries included on this
    Schedule 13G.
    
    Signature
    
    	After reasonable inquiry and to the best of my knowledge and
    belief, I certify that the information set forth in this statement
    is true, complete and correct.
    
    November 09, 2012
    Date
    
     /s/ Scott C. Goebel
    Signature
    
    Scott C. Goebel
    Duly authorized under Power of Attorney
    effective as of June 1, 2008 by and on behalf of FMR LLC
    and its direct and indirect  subsidiaries
    
    
    	SCHEDULE 13G - TO BE INCLUDED IN
    STATEMENTS
    	FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
    
    
    
    	Pursuant to the instructions in Item 7 of Schedule 13G,
    Fidelity Management & Research Company ("Fidelity"), 82
    Devonshire Street, Boston, Massachusetts 02109, a wholly-
    owned subsidiary of FMR LLC and an investment adviser
    registered under Section 203 of the Investment Advisers Act
    of 1940, is the beneficial owner of 4,033,758 shares or 7.838%
    of the Common Stock outstanding of SPECTRUM BRANDS
    HLDGS INC  ("the Company") as a result of acting as
    investment adviser to various investment companies registered
    under Section 8 of the Investment Company Act of 1940.
    
    	Edward C. Johnson 3d and FMR LLC, through its
    control of Fidelity, and the funds each has sole power to
    dispose of the 4,033,758 shares owned by the Funds.
    
    	Members of the family of Edward C. Johnson 3d,
    Chairman of FMR LLC, are the predominant owners, directly
    or through trusts, of Series B voting common shares of FMR
    LLC, representing 49% of the voting power of FMR LLC.
    The Johnson family group and all other Series B shareholders
    have entered into a shareholders' voting agreement under
    which all Series B voting common shares will be voted in
    accordance with the majority vote of Series B voting common
    shares.  Accordingly, through their ownership of voting
    common shares and the execution of the shareholders' voting
    agreement, members of the Johnson family may be deemed,
    under the Investment Company Act of 1940, to form a
    controlling group with respect to FMR LLC.
    
    	Neither FMR LLC nor Edward C. Johnson 3d,
    Chairman of FMR LLC, has the sole power to vote or direct
    the voting of the shares owned directly by the Fidelity Funds,
    which power resides with the Funds' Boards of Trustees.
    Fidelity carries out the voting of the shares under written
    guidelines established by the Funds' Boards of Trustees.
    
    	Pyramis Global Advisors Trust Company ("PGATC"),
    900 Salem Street, Smithfield, Rhode Island, 02917, an indirect
    wholly-owned subsidiary of FMR LLC and a bank as defined
    in Section 3(a)(6) of the Securities Exchange Act of 1934, is
    the beneficial owner of 115,744 shares or 0.225% of the
    outstanding Common Stock of the SPECTRUM BRANDS
    HLDGS INC as a result of its serving as investment manager
    of institutional accounts owning such shares.
    
    	Edward C. Johnson 3d and FMR LLC, through its
    control of Pyramis Global Advisors Trust Company, each has
    sole dispositive power over 115,744 shares and sole power to
    vote or to direct the voting of 115,744 shares of Common
    Stock owned by the institutional accounts managed by
    PGATC as reported above.
    
    	FIL Limited ("FIL"), Pembroke Hall, 42 Crow Lane,
    Hamilton, Bermuda, and various foreign-based subsidiaries
    provide investment advisory and management services to a
    number of non-U.S. investment companies and certain
    institutional investors.  FIL, which is a qualified institution
    under section 240.13d-1(b)(1)(ii), is the beneficial owner of
    14,382 shares or 0.028% of the Common Stock outstanding of
    the Company.
    
    	Partnerships controlled predominantly by members of
    the family of Edward C. Johnson 3d, Chairman of FMR LLC
    and FIL, or trusts for their benefit, own shares of FIL voting
    stock. While the percentage of total voting power represented
    by these shares may fluctuate as a result of changes in the total
    number of shares of FIL voting stock outstanding from time to
    time, it normally represents more than 25% and less than 50%
    of the total votes which may be cast by all holders of FIL
    voting stock. FMR LLC and FIL are separate and independent
    corporate entities, and their Boards of Directors are generally
    composed of different individuals.
    
    	FMR LLC and FIL are of the view that they are not
    acting as a "group" for purposes of Section 13(d) under the
    Securities Exchange Act of 1934 (the "1934" Act) and that
    they are not otherwise required to attribute to each other the
    "beneficial ownership" of securities "beneficially owned" by
    the other corporation within the meaning of Rule 13d-3
    promulgated under the 1934 Act.  Therefore, they are of the
    view that the shares held by the other corporation need not be
    aggregated for purposes of Section 13(d). However, FMR
    LLC is making this filing on a voluntary basis as if all of the
    shares are beneficially owned by FMR LLC and FIL on a joint
    basis.
    
    
    
    	SCHEDULE 13G - TO BE INCLUDED IN
    STATEMENTS
    	FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
    	RULE 13d-1(f)(1)  AGREEMENT
    
    	The undersigned persons, on November 09, 2012,
    agree and consent to the joint filing on their behalf of this
    Schedule 13G in connection with their beneficial ownership of
    the Common Stock of SPECTRUM BRANDS HLDGS INC at
    October 31, 2012.
    
    	FMR LLC
    
    	By /s/ Scott C. Goebel
    	Scott C. Goebel
    	Duly authorized under Power of Attorney effective as
    of June 1, 2008, by and on behalf of FMR LLC and its direct
    and indirect subsidiaries
    
    	Edward C. Johnson 3d
    
    	By /s/ Scott C. Goebel
    	Scott C. Goebel
    	Duly authorized under Power of Attorney effective as
    of June 1, 2008, by and on behalf of Edward C. Johnson 3d
    
    	Fidelity Management & Research Company
    
    	By /s/ Scott C. Goebel
    	Scott C. Goebel
    	Senior V.P. and General Counsel