Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of ~~OF 1934~~earliest event reported): February 2, 2005

DateUnited ofIndustries Report (Date of earliest event reported): January 31, 2005Corporation

~~United~~(Exact ~~Industries~~name ~~Corporation~~of registrant as specified in its charter)

~~(Exact name of registrant as specified in its charter)~~333-76055

~~333-76055~~(Commission File Number)

(Commission File Number)

Delaware		43-1025604
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2150 Schuetz Road St. Louis, Missouri 63146
(Address of principal executive offices, with zip code)

(314) 427-0780
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Delaware		43-1025604
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~2150~~o Written communications ~~Schuetz~~pursuant ~~Road~~to Rule 425 under the Securities Act (17 CFR 230.425)

~~St.~~o Soliciting ~~Louis,~~material pursuant ~~Missouri~~to ~~63146~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(~~Address~~b) ofunder ~~principal~~the ~~executive offices,~~Exchange ~~with~~Act ~~zip~~(17 ~~code~~CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(~~314~~c) under the Exchange Act (17 CFR ~~427~~240.13e-~~0780~~4(c))

~~(Registrant’s~~Item ~~telephone~~7.01. ~~number, including~~Regulation ~~area~~FD ~~code)~~Disclosure.

~~Not~~The following information is ~~Applicable~~being furnished pursuant to this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

~~(Former~~In ~~name~~connection with ora ~~former~~proposed ~~address,~~financing to be undertaken by Rayovac Corporation in connection ifwith ~~changed~~the ~~since~~proposed ~~last~~acquisition ~~report~~of United Industries Corporation (the "Company"), certain financial data containing information about the Company was provided to potential financing sources. The Company is furnishing the information by attaching it as Exhibits 99.1 through 99.3 hereto.

~~Check~~As used in the attached ~~appropriate~~Exhibits, ~~box~~“Rayovac” ~~below~~refers ifto ~~the~~Rayovac ~~Form~~Corporation together with its ~~8-K~~subsidiaries, ~~filing~~“United” isrefers ~~intended~~to United Industries Corporation together with its subsidiaries, “Microlite” refers to ~~simultaneously~~Microlite ~~satisfy~~S.A., ~~the~~“Nu-Gro” ~~filing~~refers ~~obligation~~to ofThe ~~the~~Nu-Gro ~~registrant~~Corporation ~~under~~together ~~any~~with ofits subsidiaries ~~the~~and ~~following~~“United ~~provisions:~~Pet Group” refers to United Pet Group, Inc. together with its subsidiaries.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On January 31, 2005, the Company issued a press release, attached hereto as Exhibit 99.1, which press release is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number		Description of Exhibit
99.1		~~Press~~Rayovac ~~release~~Corporation ~~dated~~summary ~~January~~unaudited ~~31,~~pro ~~2005~~forma condensed consolidated financial data.
99.2		United Industries Corporation unaudited pro forma condensed consolidated financial information.
99.3		United Industries Corporation summary financial data.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, United Industries Corporation has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNITED INDUSTRIES CORPORATION
	Registrant
Dated: January 31, 2005	By:	/s/ Daniel J. Johnston
Dated: February 2, 2005	By:		/s/ Daniel J. Johnston
	Name:	~~Daniel J. Johnston~~	Daniel J. Johnston
	Title:	~~Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)~~	Executive Vice President,
			Chief Financial Officer and Director
			(Principal Financial Officer and
			Principal Accounting Officer)

Exhibit Index

Exhibit Number		Description of Exhibit
99.1		~~Press~~Rayovac ~~release~~Corporation ~~dated~~summary ~~January~~unaudited ~~31,~~pro ~~2005~~forma condensed consolidated financial data.
99.2		United Industries Corporation unaudited pro forma condensed consolidated financial information.
99.3		United Industries Corporation summary financial data.

Filing Compare · UNITED INDUSTRIES CORP