UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-Q/A

                                Amendment No. 1


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended          December 29, 2002

                                       OR

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

    For the transition period from ________ to ________

    Commission File Number 001-13615

                               Rayovac Corporation
                           --------------------------

             (Exact name of registrant as specified in its charter)


                                       
            Wisconsin                         22-2423556
    -----------------------                  -------------
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)           Identification Number)


                   601 Rayovac Drive, Madison, Wisconsin 53711
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

                                 Not Applicable
                  --------------------------------------------
             (Former name, former address and former fiscal year, if
                          changed since last report.)

         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 (X) No ( )

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


         The number of shares outstanding of the Registrant's common stock,
$.01 par value, as of April 30, 2003, was 32,461,769.

                                EXPLANATORY NOTE

         This Amendment No. 1 to the Quarterly Report on Form 10-Q (the "Form
10-Q") of Rayovac Corporation (the "Company") for the quarterly period ended
December 29, 2002 is being filed for the purpose of amending and restating
Items 1 and 6. In accordance with Rule 12b-15 under the Securities Exchange
Act of 1934, the complete text of Items 1 and 6, as amended, is set forth
herein. In addition, in connection with the filing of this Amendment No. 1
and pursuant to Rule 12b-15, the Company is including certain currently dated
certifications. The remainder of the Company's Quarterly Report on Form 10-Q
is unchanged and is not reproduced in this Amendment No. 1. This report
speaks as of the original filing date of the Form 10-Q and, except as
indicated, has not been updated to reflect events occurring subsequent to the
original filing date.




PART I. FINANCIAL INFORMATION

        ITEM 1. FINANCIAL STATEMENTS

                               RAYOVAC CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    December 29, 2002 and September 30, 2002
                                   (Unaudited)
                                 (In thousands)



                                                                                   DECEMBER 29, 2002   SEPTEMBER 30, 2002
                                                                                   -----------------   ------------------

                                                                                                   
                                         -ASSETS-
        Current assets:
             Cash and cash equivalents                                                   $  22,919          $   9,881
             Receivables                                                                   216,944            136,610
             Inventories                                                                   143,006             84,275
             Prepaid expenses and other                                                     47,412             28,556
                                                                                         ---------          ---------
                    Total current assets                                                   430,281            259,322

        Property, plant and equipment, net                                                 168,681            102,586
        Deferred charges and other, net                                                     69,054             51,900
        Intangible assets, net                                                             324,151            119,425
                                                                                         ---------          ---------
                    Total  assets                                                        $ 992,167          $ 533,233
                                                                                         =========          =========
                             -LIABILITIES AND SHAREHOLDERS' EQUITY-
        Current liabilities:
             Current maturities of long-term debt                                        $  17,524          $  13,400
             Accounts payable                                                              134,309             76,155
             Accrued liabilities                                                            97,620             29,229
                                                                                         ---------          ---------
                    Total current liabilities                                              249,453            118,784

        Long-term debt, net of current maturities                                          465,447            188,471
        Employee benefit obligations, net of current portion                                54,734             24,009
        Other                                                                               44,687             27,176
                                                                                         ---------          ---------
                    Total liabilities                                                      814,321            358,440

        Shareholders' equity:
        Common stock, $.01 par value, authorized 150,000 shares; issued
            61,986 and 61,594 shares, respectively; outstanding 32,450 and
            32,058 shares, respectively                                                        620                616
        Additional paid-in capital                                                         185,608            180,823
        Retained earnings                                                                  148,636            149,221
        Accumulated other comprehensive loss                                               (17,052)           (19,859)
        Notes receivable from officers/shareholders                                         (4,205)            (4,205)
                                                                                         ---------          ---------
                                                                                           313,607            306,596

        Less: Treasury stock, at cost, 29,536 shares                                      (130,070)          (130,070)
        Less: Unearned restricted stock compensation                                        (5,691)            (1,733)
                                                                                         ---------          ---------
                    Total shareholders' equity                                             177,846            174,793
                                                                                         ---------          ---------
                    Total liabilities and shareholders' equity                           $ 992,167          $ 533,233
                                                                                         =========          =========


     SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                       2



                               RAYOVAC CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    For the three month periods ended December 29, 2002 and December 30, 2001
                                   (Unaudited)
                                 (In thousands)



                                                                        THREE MONTHS
                                                          ------------------------------------
                                                             2003                      2002
                                                          ----------                 ---------
                                                                               
          Net sales                                       $ 260,222                  $ 161,883
          Cost of goods sold                                156,963                     99,151
          Special charges                                     9,705                       --
                                                          ---------                  ---------
               Gross profit                                  93,554                     62,732

          Selling                                            48,526                     27,407
          General and administrative                         24,904                     28,567
          Research and development                            3,896                      3,218
          Special charges                                     5,685                       --
                                                          ---------                  ---------
               Total operating expenses                      83,011                     59,192

                  Income from operations                     10,543                      3,540

          Interest expense                                   10,102                      4,169
          Non-operating expense                               3,072                       --
          Other income, net                                  (1,687)                      (782)
                                                          ---------                  ---------

          (Loss) income before income taxes                    (944)                       153
          Income tax benefit                                   (359)                      (249)
                                                          ---------                  ---------
          Net (loss) income                               $    (585)                 $     402
                                                          =========                  =========
          BASIC EARNINGS PER SHARE
          Weighted average shares
            and equivalents outstanding                      31,801                     31,780
          Net (loss) income                               $   (0.02)                 $    0.01
                                                          =========                  =========
          DILUTED EARNINGS PER SHARE
          Weighted average shares
            and equivalents outstanding                      31,801                     32,412
          Net (loss) income                               $   (0.02)                 $    0.01
                                                          =========                  =========


     SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                       3



                               RAYOVAC CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the three month period ended December 29, 2002 and December 30, 2001
                                   (Unaudited)
                                 (In thousands)



                                                                                         THREE MONTHS
                                                                               -------------------------------
                                                                                  2003                  2002
                                                                               -----------            --------
                                                                                                
      Cash flows from operating activities:
            Net (loss) income                                                   $   (585)             $    402
            Non-cash adjustments to net income:
                 Amortization                                                        523                   539
                 Depreciation                                                      8,286                 4,832
                 Other non-cash adjustments                                        3,791                (4,852)
            Net changes in assets and liabilities                                 12,211                23,245
                                                                                --------              --------

                     Net cash provided by operating activities                    24,226                24,166

      Cash flows from investing activities:
            Purchases of property, plant and equipment                            (3,052)               (3,862)
            Proceeds from sale of property, plant and equipment                      113                    --
            Payment for acquisitions, net of cash acquired                      (245,130)                   --
                                                                                --------              --------

                     Net cash used by investing activities                      (248,069)               (3,862)

      Cash flows from financing activities:
            Reduction of debt                                                   (257,803)              (72,656)
            Proceeds from debt financing                                         506,771                60,500
            Debt issuance costs                                                  (12,635)                   --
            Other                                                                   (606)                 (334)
                                                                                --------              --------
                     Net cash provided (used) by financing activities            235,727               (12,490)

      Effect of exchange rate changes on cash and cash
            equivalents                                                            1,154                  (384)
                                                                                --------              --------
                     Net increase in cash and cash equivalents                    13,038                 7,430

      Cash and cash equivalents, beginning of period                               9,881                11,358
                                                                                --------              --------
      Cash and cash equivalents, end of period                                  $ 22,919              $ 18,788
                                                                                ========              ========


      SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                       4



                               RAYOVAC CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

     1   SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION: These financial statements have been prepared by
         Rayovac Corporation (the "Company"), without audit, pursuant to the
         rules and regulations of the Securities and Exchange Commission (the
         "SEC") and, in the opinion of the Company, include all adjustments
         (which are normal and recurring in nature) necessary to present fairly
         the financial position of the Company at December 29, 2002, results of
         operations and cash flows for the three month periods ended December
         29, 2002, and December 30, 2001. Certain information and footnote
         disclosures normally included in financial statements prepared in
         accordance with accounting principles generally accepted in the United
         States of America have been condensed or omitted pursuant to such SEC
         rules and regulations. These condensed consolidated financial
         statements should be read in conjunction with the audited financial
         statements and notes thereto as of September 30, 2002. Certain prior
         year amounts have been reclassified to conform with the current year
         presentation.

         SHIPPING AND HANDLING COSTS: The Company incurred shipping and handling
         costs of $12,996 and $6,996 for the three months ended December 29,
         2002 and December 30, 2001, respectively, which are included in selling
         expense. Shipping and handling costs include costs incurred with
         third-party carriers to transport products to customers and salaries
         and overhead costs related to activities to prepare the Company's
         products for shipment at the Company's distribution facilities.

         CONCENTRATION OF CREDIT RISK: Trade receivables potentially subject the
         Company to credit risk. The Company extends credit to its customers
         based upon an evaluation of the customer's financial condition and
         credit history and generally does not require collateral. The Company
         monitors its customer's credit and financial conditions based on
         changing economic conditions and will make adjustments to credit
         policies as required.

         The Company has a broad range of customers including many large retail
         outlet chains, one of which previously accounted for in excess of 20%
         of our sales volume. Due to the impacts of the VARTA acquisition,
         see Footnote 9, Acquisitions, this customer represented approximately
         3% and 23%, respectively, of receivables as of December 29, 2002 and
         September 30, 2002.

         After the acquisition of Varta, approximately 59% of the Company's
         sales occur outside of North America. These sales and related
         receivables are subject to varying degrees of credit, currency,
         political and economic risk. The Company monitors these risks and
         makes appropriate provisions for collectability based on an
         assessment of the risks present.

         ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS: In August 2001, the FASB
         issued Statement No. 143, ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS.
         Statement No. 143 addresses financial accounting and reporting for
         obligations associated with the retirement of tangible long-lived
         assets and the associated asset retirement costs. The Company adopted
         the Statement on October 1, 2002. Adoption did not have a material
         effect on the financial statements of the Company.

         In October 2001, the FASB issued Statement No. 144, ACCOUNTING FOR THE
         IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. This statement supersedes
         FASB Statement No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED
         ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, and the accounting
         and reporting provisions of APB Opinion No. 30, REPORTING THE RESULTS
         OF OPERATIONS - REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A
         BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS
         AND TRANSACTIONS, for the disposal of a segment of a business. The
         Company adopted the Statement on October 1, 2002. Adoption did not have
         a material effect on the financial statements of the Company.

         In April 2002, the FASB issued Statement No. 145, RESCISSION OF FASB
         STATEMENTS NO. 4, 44, AND 64, AMENDMENT OF FASB STATEMENT NO. 13, AND
         TECHNICAL CORRECTIONS. The Statement addresses, among other things, the
         income

                                       5


         statement treatment of gains and losses related to debt
         extinguishments, requiring such expenses to no longer be treated as
         extraordinary items, unless the items meet the definition of
         extraordinary per APB Opinion No. 30, REPORTING THE RESULTS OF
         OPERATIONS--REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A
         BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS
         AND TRANSACTIONS. The Company adopted this Statement on October 1,
         2002. As a result, the write-off of unamortized debt issuance costs of
         $3,072 associated with the replacement of our previous credit facility
         is classified as non-operating expense in the three-month period ending
         December 29, 2002.

         In November 2002, the FASB issued Interpretation No. 45, GUARANTOR'S
         ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING
         INDIRECT GUARANTEES OF INDEBTEDNESS OF OTHERS. This Interpretation
         addresses, among other things, the disclosure to be made by a guarantor
         in its interim and annual financial statements about its obligations
         under guarantees. The Interpretation also requires the recognition of a
         liability by a guarantor at the inception of certain guarantees. The
         Company has adopted the disclosure requirements of the interpretation,
         and will apply the recognition and measurement provisions for all
         guarantees entered into or modified after December 31, 2002.

         DERIVATIVE FINANCIAL INSTRUMENTS:

         Derivative financial instruments are used by the Company principally in
         the management of its interest rate, foreign currency and raw material
         price exposures. The Company does not hold or issue derivative
         financial instruments for trading purposes.

         The Company uses interest rate swaps to manage its interest rate risk.
         The swaps are designated as cash flow hedges with the fair value
         recorded in Other Comprehensive Income ("OCI") and as a hedge asset or
         liability, as applicable. The swaps settle periodically in arrears with
         the related amounts for the current settlement period payable to, or
         receivable from, the counter-parties included in accrued liabilities or
         accounts receivable and recognized in earnings as an adjustment to
         interest expense from the underlying debt to which the swap is
         designated. During the three month period ended December 29, 2002,
         $1,078 of pretax derivative losses from such hedges were recorded as an
         adjustment to interest expense. At December 29, 2002, the Company had a
         portfolio of interest rate swaps outstanding which effectively fixes
         the interest rates on floating rate debt at rates as follows: 4.458%
         for a notional principal amount of $70,000 through July 2004, 3.974%
         for a notional principal amount of $70,000 from July 2004 through
         October 2005, 3.769% for a notional principal amount of $100,000
         through August 2004 and 3.799% for a notional principal amount of
         $100,000 from August 2004 through November 2005. The derivative net
         losses on these contracts recorded in OCI at December 29, 2002 was an
         after-tax loss of $4,814.

         The Company enters into forward and swap foreign exchange contracts, to
         hedge the risk from forecasted settlement in local currencies of
         inter-company purchases and sales, trade sales, and trade purchases.
         These contracts generally require the Company to exchange foreign
         currencies for U.S. dollars, Euros or Pounds Sterling. These contracts
         are designated as cash flow hedges with the fair value recorded in OCI
         and as a hedge asset or liability, as applicable. Once the forecasted
         transaction has been recognized as a purchase or sale and a related
         liability or asset recorded in the balance sheet, the gain or loss on
         the related derivative hedge contract is reclassified from OCI into
         earnings as an offset to the change in value of the liability or asset.
         During the three month period ended December 29, 2002, $11 of pretax
         derivative losses were recorded as an adjustment to earnings for
         forward and swap contracts settled at maturity. At December 29, 2002,
         the Company had no foreign exchange derivative contracts outstanding.

         The Company periodically enters into forward foreign exchange
         contracts, to hedge the risk from changes in fair value from
         unrecognized firm purchase commitments. These firm purchase commitments
         generally require the Company to exchange U.S. dollars for foreign
         currencies. These hedge contracts are designated as fair value hedges
         with the fair value recorded in earnings on a pretax basis and as a
         hedge asset or liability, as applicable. To the extent effective,
         changes in the value of the forward contracts recorded in earnings will
         be offset by changes in the value of the hedged item, also recorded in
         earnings on a pretax basis and as an asset or liability, as applicable.
         Once the firm purchase commitment has been consummated, the firm
         commitment asset or liability balance will be

                                       6


         reclassified as an addition to or subtraction from, the carrying value
         of the purchased asset. During the three month period ended December
         29, 2002, no such foreign exchange derivative activity occurred. At
         December 29, 2002, the Company had no such foreign exchange derivative
         contracts outstanding.

         The Company is exposed to risk from fluctuating prices for zinc used in
         the manufacturing process. The Company hedges a portion of this risk
         through the use of commodity swaps. The swaps are designated as cash
         flow hedges with the fair value recorded in OCI and as a hedge asset or
         liability, as applicable. The fair value of the swaps is reclassified
         from OCI into earnings when the hedged purchase of zinc metal-based
         items also affects earnings. The swaps effectively fix the floating
         price on a specified quantity of zinc through a specified date. During
         the three month period ended December 29, 2002, $218 of pretax
         derivative losses were recorded as an adjustment to cost of sales for
         swap contracts settled at maturity. At December 29, 2002, the Company
         had a series of swap contracts outstanding through December 2003 with a
         contract value of $5,913. The derivative net losses on these contracts
         recorded in OCI at December 29, 2002 was an after-tax loss of $217.

      2  INVENTORIES

         Inventories consist of the following:



                                                         DECEMBER 29, 2002        SEPTEMBER 30, 2002
                                                         -----------------        ------------------
                                                                            
         Raw material...............................                $42,231                   $19,893
         Work-in-process............................                 22,404                    19,004
         Finished goods.............................                 78,371                    45,378
                                                                   --------                   -------
                                                                   $143,006                   $84,275
                                                                   ========                   =======


      3  ACQUIRED INTANGIBLE ASSETS AND GOODWILL



                                                         DECEMBER 29, 2002                          SEPTEMBER 30, 2002
                                                         -----------------                          ------------------
                                            GROSS                                      GROSS
                                          CARRYING      ACCUMULATED      NET         CARRYING     ACCUMULATED         NET
                                           AMOUNT       AMORTIZATION  INTANGIBLE       AMOUNT     AMORTIZATION     INTANGIBLE
                                         ---------      ------------  ----------     --------     ------------     ----------
                                                                                                 
AMORTIZED INTANGIBLE ASSETS
Non-compete agreement.................    $    700       $    665       $     35       $    700       $    630       $     70
Proprietary technology................         525            316            209            525            308            217
                                          --------       --------       --------       --------       --------       --------
                                          $  1,225       $    981       $    244       $  1,225       $    938       $    287
                                          ========       ========       ========       ========       ========       ========
PENSION INTANGIBLES
Under-funded pension..................    $  2,744       $   --         $  2,744       $  3,446       $   --         $  3,446
                                          ========       ========       ========       ========       ========       ========
UNAMORTIZED INTANGIBLE ASSETS
Trade names...........................    $240,782       $  4,875       $235,907       $ 90,000       $  4,875       $ 85,125
                                          ========       ========       ========       ========       ========       ========




                                                                NORTH      LATIN
        GOODWILL                                               AMERICA     AMERICA         EUROPE/ROW        TOTAL
                                                               -------     -------         ----------        -----
                                                                                               
        Balance as of October 1, 2002, net............          $1,035     $ 26,884           $2,648       $ 30,567
        Goodwill acquired during year.................             653        5,831           46,806         53,290
        Effect of translation.........................              --        (169)            1,568          1,399
                                                               -------     --------          -------        -------
        Balance as of December 29, 2002, net..........         $ 1,688     $ 32,546          $51,022        $85,256
                                                               =======     ========          =======        =======


         The non-compete agreement is being amortized on a straight-line basis
         over 5 years. The proprietary technology assets are being amortized on
         a straight-line basis over 15 to 17 years. The Company has deemed that
         its trade name intangible assets have indefinite lives because they are
         expected to generate cash flows indefinitely. Goodwill and intangible
         assets deemed to have indefinite lives are tested for impairment
         annually.

         The amortization expense for the three months ended December 29, 2002
and December 30, 2001 are as follows:



                                                                   THREE MONTHS
                                                              -----------------------
        AMORTIZATION EXPENSE                                  2003               2002
                                                              ----               ----
                                                                           
        Non-compete and proprietary technology........        $43                $43
                                                              ===                ===


                                       7

4        OTHER COMPREHENSIVE INCOME

         Comprehensive income and the components of other comprehensive income
         for the three months ended December 29, 2002 and December 30, 2001
         are as follows:



                                                                          THREE MONTHS
                                                                      ----------------------
                                                                      2003              2002
                                                                      ----              ----
                                                                                  
        Net (loss) income...............................             $(585)             $402
        Other comprehensive income:
           Foreign currency translation.................             3,373               380
           Net unrealized loss on available
           for-sale securities..........................              (110)              (99)
           Reclassification adjustment for losses
           included in net (loss) income................               250                --
           Net unrealized (loss) gain on derivative
           instruments..................................              (706)            1,297
                                                                      ----            ------
        Comprehensive income............................            $2,222            $1,980
                                                                    ======            ======


         Net exchange gains or losses resulting from the translation of assets
         and liabilities of foreign subsidiaries are accumulated in a separate
         section of shareholders' equity. Also included are the effects of
         exchange rate changes on intercompany balances of a long-term nature
         and transactions designated as hedges of net foreign investments. The
         changes in accumulated foreign currency translation for the three
         months ended December 29, 2002 was primarily attributable to the impact
         of translation of assets and liabilities of our recently acquired
         European operations.

5        NET INCOME PER COMMON SHARE

         Net income per common share for the three months ended December 29,
         2002 and December 30, 2001 is calculated based upon the following
         shares:



                                                                            THREE MONTHS
                                                                      ------------------------
                                                                       2003               2002
                                                                       ----               ----
                                                                                   
        Basic...............................................          31,801             31,780
        Effect of restricted stock and assumed
        conversion of options...............................              --                632
                                                                      ------             ------
        Diluted.............................................          31,801             32,412
                                                                      ======             ======


         The effect of restricted stock and unexercised stock options
         outstanding for the three-month period ending December 29, 2002 were
         excluded from the diluted EPS calculation, as their effect was
         anti-dilutive.

6        COMMITMENTS AND CONTINGENCIES

         In March 1998, the Company entered into an agreement to purchase
         certain equipment and to pay annual royalties. In connection with
         this 1998 agreement, which supersedes previous agreements dated
         December 1991, and March 1994, the Company committed to pay
         royalties of $2,000 in 1998 and 1999, $3,000 in 2000 through 2002,
         and $500 in each year thereafter, as long as the related equipment
         patents are enforceable (until 2022). In December 2002, this
         agreement was modified such that royalty payments in 2003 through
         2022 will be $250.

                                       8


         The Company has provided for the estimated costs associated with
         environmental remediation activities at some of its current and
         former manufacturing sites. The Company believes that any additional
         liability in excess of the amounts provided of $1,764, which may
         result from resolution of these matters, will not have a material
         adverse effect on the financial condition, liquidity, or cash flow
         of the Company.

         During 2002, the Company entered into a long-term lease for a
         facility being built in Dixon, Illinois (see Footnote 7, Other). The
         Company anticipates that construction will be completed and the
         lease payments will be fixed for this facility during the second
         fiscal quarter of 2003.

         The Company has certain other contingent liabilities with respect to
         litigation, claims and contractual agreements arising in the
         ordinary course of business. Such litigation includes shareholder
         lawsuits. In the opinion of management, it is either not likely or
         premature to determine whether such contingent liabilities will have
         a material adverse effect on the financial condition, liquidity or
         cash flow of the Company. The suit filed against the Company by
         Eveready Battery Company has been settled, and the impact of such
         settlement is included in results of operations for the three months
         ended December 29, 2002.

7        OTHER

         During Fiscal 2001, the Company recorded special charges related to:
         (i) an organizational restructuring in the U.S, (ii) manufacturing and
         distribution cost rationalization initiatives in the Company's
         Tegucigalpa, Honduras and Mexico City, Mexico manufacturing facilities
         and in the Company's European operations, (iii) the closure of the
         Company's Wonewoc, Wisconsin, manufacturing facility, (iv) the
         rationalization of uneconomic manufacturing processes at the Company's
         Fennimore, Wisconsin, manufacturing facility, and rationalization of
         packaging operations and product lines, and (v) costs associated with
         the Company's June 2001 secondary offering. The amount recorded
         includes $9,100 of employee termination benefits for approximately 570
         notified employees, $9,900 of equipment, inventory, and other asset
         write-offs, and $2,000 of other expenses. A summary of the 2001
         restructuring activities follows:

                           2001 RESTRUCTURING SUMMARY



                                             TERMINATION     OTHER
                                               BENEFITS      COSTS         TOTAL
                                                                  
Expense accrued........................          $5,000      $11,000       $16,000
Change in estimate.....................           4,400          100         4,500
Expense as incurred....................             700        1,100         1,800
Cash expenditures......................          (5,800)      (1,300)       (7,100)
Non-cash charges.......................              --       (9,300)       (9,300)
                                                -------      -------       -------
Balance September 30, 2001.............          $4,300       $1,600        $5,900
Change in estimate.....................          (1,000)        (300)       (1,300)
Cash expenditures......................          (3,100)          --        (3,100)
Non-cash charges.......................              --         (700)         (700)
                                                -------      -------       -------
Balance September 30, 2002.............            $200         $600          $800
Cash expenditures......................              --         (100)         (100)
                                                -------      -------       -------
Balance December 29, 2002..............            $200         $500          $700
                                                =======      =======       =======


                                       9


         During Fiscal 2002, the Company recorded special charges related to:
         (i) the closure of the Company's Santo Domingo, Dominican Republic
         plant, and (ii) manufacturing cost rationalization initiatives in the
         Company's Mexico City, Mexico facility. The amount recorded includes
         approximately $1,200 of employee termination benefits for approximately
         115 notified employees, and approximately $900 of equipment, inventory
         and other asset write-offs, and $300 of other expenses. A summary of
         the 2002 restructuring activities follows:

                           2002 RESTRUCTURING SUMMARY



                                        TERMINATION    OTHER
                                          BENEFITS     COSTS         TOTAL
                                                            
Expense accrued.................           $1,200       $1,400        $2,600
Change in estimate..............               --         (400)         (400)
Expense as incurred.............               --          200           200
Cash expenditures...............           (1,100)        (200)       (1,300)
Non-cash charges................               --       (1,000)       (1,000)
                                          -------      -------       -------
Balance September 30, 2002......             $100          $--          $100
Cash expenditures...............             (100)          --          (100)
                                          -------      -------       -------
Balance December 29, 2002.......              $--          $--           $--
                                          =======      =======       =======



         During the three months ended December 29, 2002, the Company
         recorded special charges related to: (i) the closure in October 2002
         of the Company's Mexico City, Mexico plant and integration of
         production into the Company's Guatemala City, Guatemala
         manufacturing location, (ii) the commencement of the closure of
         operations at the Company's Madison, Wisconsin packaging facility
         and Middleton, Wisconsin distribution center and combination of the
         two operations into a new leased complex currently being built in
         Dixon, Illinois, and (iii) a series of restructuring initiatives
         impacting the Company's sales, marketing, operations and
         administrative functions in Europe, North America, and Latin
         America. The Company anticipates the move to the new combined
         distribution and packaging facility will occur in the third quarter
         of Fiscal 2003 and the closure of the Madison, Wisconsin and
         Middleton, Wisconsin facilities will be completed during the fourth
         quarter of Fiscal 2003. The sales, marketing, operations and
         administrative restructuring initiatives are anticipated to be
         substantially complete by the end of the fourth quarter of Fiscal
         2003.

         The amount recorded includes approximately $6,200 of employee
         termination benefits for approximately 600 notified employees, and
         approximately $7,800 of equipment, inventory and other asset
         write-offs primarily reflecting the abandonment of equipment and
         inventory associated with the closure of the Mexico plant and
         commencement of the closure of the Company's Wisconsin packaging and
         distribution locations, and $1,400 of other expenses. A summary of
         the 2003 restructuring activities follows:


                           2003 RESTRUCTURING SUMMARY



                                        TERMINATION     OTHER
                                          BENEFITS      COSTS         TOTAL
                                                            
Expense accrued.....................       $6,200       $9,000       $15,200
Expense as incurred.................           --          200           200
Cash expenditures...................       (2,300)        (200)       (2,500)
Non-cash charges....................           --       (5,600)       (5,600)
                                           ------       ------        ------
Balance December 29, 2002...........       $3,900       $3,400        $7,300
                                           ======       ======        ======


8        SEGMENT INFORMATION

         The Company manages operations in three reportable segments based upon
         geographic area. North America includes the United States and Canada;
         Latin America includes Mexico, Central America, South America and the
         Caribbean; Europe/Rest of World ("Europe/ROW") includes continental
         Europe, the United Kingdom, and all other countries in which the
         Company does business.

         The Company manufactures and markets dry cell batteries including
         alkaline, zinc carbon, alkaline rechargeable, hearing aid, and other
         specialty batteries and lighting products throughout the world.

         Net sales and cost of sales to other segments have been eliminated. The
         gross contribution of inter segment sales

                                       10


         is included in the segment selling the product to the external
         customer. Segment revenues are based upon the geographic area in which
         the product is sold.

         The reportable segment profits do not include interest expense,
         interest income, and income tax expense. Also, not included in the
         reportable segments, are corporate expenses including corporate
         purchasing expense, general and administrative expense and research and
         development expense. All depreciation and amortization included in
         income from operations is related to corporate or reportable segments.
         Costs are identified to reportable segments or corporate, according to
         the function of each cost center.

         The reportable segment assets do not include cash, deferred tax
         benefits, investments, long-term intercompany receivables, most
         deferred charges, and miscellaneous assets. Capital expenditures are
         related to reportable segments or corporate. Variable allocations of
         assets are not made for segment reporting.

         Segment information for the three months ended December 29, 2002 and
         December 30, 2001 is as follows:



         REVENUES FROM EXTERNAL CUSTOMERS                                 THREE MONTHS
                                                                     ----------------------
                                                                     2003              2002
                                                                     ----              ----
                                                                              
         North America.................................            $107,145         $122,365
         Latin America.................................              34,444           25,989
         Europe/ROW....................................             118,633           13,529
                                                                   --------           ------
         Total segments................................            $260,222         $161,883
                                                                   ========         ========




         INTER SEGMENT REVENUES                                           THREE MONTHS
                                                                     -----------------------
                                                                      2003              2002
                                                                     -----              ----
                                                                               
         North America.................................              $7,732          $10,177
         Latin America.................................                  --            1,777
         Europe/ROW....................................                 631              442
                                                                     ------          -------
         Total segments................................              $8,363          $12,396
                                                                     ======          =======




         SEGMENT PROFIT                                                   THREE MONTHS
                                                                     -----------------------
                                                                      2003              2002
                                                                     -----              ----
                                                                                
         North America.................................             $19,705           $7,355
         Latin America.................................               3,567            3,642
         Europe/ROW....................................              15,011            1,144
                                                                     ------            -----
         Total segments................................              38,283           12,141

         Corporate.....................................              12,350            8,601
         Special charges...............................              15,390               --
         Interest expense..............................              10,102            4,169
         Non-operating expense.........................               3,072               --
         Other income, net.............................              (1,687)            (782)
                                                                     ------             ----
         (Loss) income before income taxes.............               $(944)            $153
                                                                     ======             ====




         SEGMENT ASSETS                              DECEMBER 29, 2002       DECEMBER 30, 2001
                                                     -----------------       -----------------
                                                                       
         North America...........................             $223,655                $249,547
         Latin America...........................              207,508                 212,265
         Europe/ROW..............................              461,980                  30,488
                                                              --------                --------
         Total segments..........................             $893,143                $492,300

         Corporate...............................               99,024                  55,927
                                                              --------                --------
         Total assets at period end..............             $992,167                $548,227
                                                              ========                ========


                                       11



9        ACQUISITIONS

         On October 1, 2002, the Company acquired the consumer battery business
         of VARTA AG (VARTA) for approximately $262 million Euro. As a result
         of the acquisition, the Company plans to optimize the global
         resources of the combined Rayovac and VARTA companies through the
         utilization of economies of scale and other initiatives (See 2003
         Restructuring Summary within Footnote 7).

         The results of VARTA's operations, since the acquisition on October 1,
         2002, are included in the condensed consolidated financial statements
         for Fiscal 2003. The Company has not yet finalized the purchase price
         allocation for the acquisition.

         In connection with the acquisition, the Company entered into an Amended
         and Restated Credit Agreement ("Third Restated Agreement") which
         replaced the previous credit agreement. The Third Restated Agreement
         provided for senior bank facilities, including term and revolving
         credit facilities in an initial aggregate amount (assuming an exchange
         rate of Euro to Dollar of 1 to 1) of approximately $625 million. The
         Third Restated Agreement includes a $100 million seven-year revolving
         credit facility, a EUR 50 million seven-year revolving facility, a $300
         million seven-year amortizing term loan, a EUR 125 million seven-year
         amortizing term loan and a EUR 50 million six-year amortizing term
         loan. The U.S. Dollar revolving credit facility may be increased, at
         the Company's option, by up to $50 million. A non-operating charge of
         $3,072 was recorded in the three month period ended December 29, 2002
         for the write-off of unamortized debt fees related to the previous debt
         agreement.

         SUPPLEMENTAL PRO FORMA INFORMATION: The following reflects the
         Company's proforma results had the results of the VARTA business been
         included in the Fiscal 2002 three months.



                                                                          THREE MONTHS
                                                                          ------------
                                                                      2003           2002
                                                                      ----           ----
                                                                              
         NET SALES
         Reported net sales............................            $260,222         $161,883
         Pro forma adjustments.........................                  --          110,370
                                                                   --------          -------
            Pro forma net sales........................            $260,222         $272,253
                                                                   ========         ========

         NET (LOSS) INCOME
         Reported net (loss) income....................               $(585)            $402
         Pro forma adjustments.........................                  --            4,394
                                                                   --------           ------
            Pro forma net (loss) income................               $(585)          $4,796
                                                                   ========           ======
         BASIC EARNINGS PER SHARE
         Reported net (loss) income....................              $(0.02)           $0.01
         Pro forma adjustments.........................                  --             0.14
                                                                   --------           ------
            Pro forma net (loss) income................              $(0.02)           $0.15
                                                                   ========           ======
         DILUTED EARNINGS PER SHARE
         Reported net (loss) income....................              $(0.02)           $0.01
         Pro forma adjustments.........................                  --             0.14
                                                                   --------            -----
            Pro forma net (loss) income................              $(0.02)           $0.15
                                                                   ========            =====


                                       12



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS




        EXHIBIT
         NUMBER                        DESCRIPTION
              
          2.1+++ Joint Venture Agreement dated July 28, 2002, by and among the
                 Company, VARTA and ROV German Limited GmbH, as amended.
            3.1+ Amended and Restated Articles of Incorporation of the Company.
         3.2++++ Amended and Restated By-laws of the Company, as amended through
                 July 24, 2002.
            4.1* Specimen certificate representing the Common Stock.
            10.1 Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and David A. Jones.
        10.2++++ Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and Kent J. Hussey.
        10.3++++ Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and Kenneth V. Biller.
        10.4++++ Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and Stephen P. Shanesy.
        10.5++++ Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and Merrell M. Tomlin.
        10.6++++ Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and Luis A. Cancio.
        10.7++++ Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and Dr. Paul G. Cheeseman.
        10.8++++ Employment Agreement, dated as of August 19, 2002, by and
                 between the Company and Randall J. Steward.
        10.9++++ Registered Director's Agreement, effective as of October 1,
                 2002, by and between ROV German Holding GmbH and Remy Burel.
         10.10** Technology, License and Service Agreement between Battery
                 Technologies (International) Limited and the Company, dated
                 June 1, 1991, as amended April 19, 1993, and December 31, 1995.
         10.11** Building Lease between the Company and SPG Partners dated May
                 14, 1985, as amended June 24, 1986, and June 10, 1987.
       10.12**** Amendment, dated December 31, 1998, between the Company and SPG
                 Partners, to the Building Lease, between the Company and SPG
                 Partners, dated May 14, 1985.
       10.13++++ Build-To-Suit Lease Agreement, dated as of May 2, 2002, by and
                 among 200 Corporate Drive, L.L.C., as Landlord, the Company, as
                 Tenant, and Higgins Development Partners, L.L.C., as Developer.
      10.14+++++ Real Estate Lease, dated September 1, 2001, by and between
                 VARTA Geratebatterie GmbH, as Tenant, and Paula
                 Grundstucksverwaltungsgesellschaft mbH & Co. Vermietungs-KG,
                 as Landlord, as amended.
      10.15+++++ Real Property Leasing Agreement, dated December 21, 2000, by
                 and between VARTA Geratebatterie GmbH, as Tenant, and ROSATA
                 Grundstucks-Vermietungsgesellschaft mbH & Co. object
                 Dischingin KG, as Landlord, as amended.
        10.16+++ Third Amended and Restated Credit Agreement, dated October 1,
                 2002, by and among the Company, VARTA Geratebatterie GmbH, the
                 lenders party thereto, LaSalle Bank National Association, as
                 documentation agent, Citicorp North America, Inc., as
                 syndication agent, and Bank of America, N.A., as administrative
                 agent.
      10.17+++++ Amendment No. 1 to Third Amended and Restated Credit Agreement,
                 dated October 1, 2002, by and among the Company, VARTA
                 Geratebatterie GmbH, the lenders party thereto, LaSalle Bank
                 National Association, as documentation agent, Citicorp North
                 America, Inc., as syndication agent, and Bank of America, N.A.,
                 as administrative agent.
        10.18*** Rayovac Corporation 1996 Stock Option Plan.
          10.19* 1997 Rayovac Incentive Plan.
          10.20* Rayovac Profit Sharing and Savings Plan.
      10.21+++++ Rayovac Corporation Supplemental Executive Retirement Plan.


                                       13



              
      10.22+++++ Rayovac Corporation Deferred Compensation Plan, as amended.
         10.23++ Technical Collaboration, Sale and Supply Agreement, dated as of
                 March 5, 1998, by and among the Company. Matsushita Battery
                 Industrial Co., Ltd. and Matsushita Electric Industrial Co.,
                 Ltd.
         21+++++ Subsidiaries of the Company.
            99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
                 Section 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.
            99.2 Certification of the Chief Financial Officer pursuant to 18
                 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.


-----------

             * Incorporated by reference to the Company's Registration Statement
               on Form S-1 (Registration No. 333-35181) filed with the
               Commission.
            ** Incorporated by reference to the Company's Registration Statement
               on Form S-1 (Registration No. 333-17895) filed with the
               Commission.
           *** Incorporated by reference to the Company's Quarterly Report on
               Form 10-Q for the quarterly period ended June 29, 1997, filed
               with the Commission on August 13, 1997.
          **** Incorporated by reference to the Company's Quarterly Report on
               Form 10-Q for the quarterly period ended January 3, 1999, filed
               with the Commission on February 17, 1999.
             + Incorporated by reference to the Company's Annual Report on Form
               10-K for the fiscal year ended September 30, 1997, filed with the
               Commission on December 23, 1997.
            ++ Incorporated by reference to the Company's Quarterly Report on
               Form 10-Q for the quarterly period ended March 28, 1998, filed
               with the Commission on May 5, 1998.
           +++ Incorporated by reference to the Company's Current Report on
               Form 8-K filed with the Commission on October 16, 2002.
          ++++ Incorporated by reference to the Company's Annual Report on
               Form 10-K filed with the Commission on December 16, 2002.
         +++++ Incorporated by reference to the Company's Quarterly Report on
               Form 10-Q filed with the Commission on February 12, 2003.

(b) REPORTS ON FORM 8-K. The Company filed one report on Form 8-K during the
three-month period ended December 29, 2002. The report on Form 8-K was dated
October 1, 2002, filed on October 16, 2002 and amended on December 16, 2002. The
Form 8-K reported the acquisition of substantially all of the consumer battery
business of VARTA AG ("VARTA") and the amended Form 8-K contained the audited
financial statements of VARTA and certain unaudited pro forma financial
information of the Company.


                                       14



                                   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.


DATE: May 2, 2003

                                   RAYOVAC CORPORATION

                                   /s/ Randall J. Steward
                                   --------------------------------------------
                                   Randall J. Steward
                                   Executive Vice President and
                                   and Chief Financial Officer


                                       15




                                  EXHIBIT INDEX



        EXHIBIT
         NUMBER                        DESCRIPTION
              
          2.1+++ Joint Venture Agreement dated July 28, 2002, by and among the
                 Company, VARTA and ROV German Limited GmbH, as amended.
            3.1+ Amended and Restated Articles of Incorporation of the Company.
         3.2++++ Amended and Restated By-laws of the Company, as amended through
                 July 24, 2002.
            4.1* Specimen certificate representing the Common Stock.
            10.1 Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and David A. Jones.
        10.2++++ Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and Kent J. Hussey.
        10.3++++ Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and Kenneth V. Biller.
        10.4++++ Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and Stephen P. Shanesy.
        10.5++++ Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and Merrell M. Tomlin.
        10.6++++ Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and Luis A. Cancio.
        10.7++++ Amended and Restated Employment Agreement, dated as of October
                 1, 2002, by and between the Company and Dr. Paul G. Cheeseman.
        10.8++++ Employment Agreement, dated as of August 19, 2002, by and
                 between the Company and Randall J. Steward.
        10.9++++ Registered Director's Agreement, effective as of October 1,
                 2002, by and between ROV German Holding GmbH and Remy Burel.
         10.10** Technology, License and Service Agreement between Battery
                 Technologies (International) Limited and the Company, dated
                 June 1, 1991, as amended April 19, 1993, and December 31, 1995.
         10.11** Building Lease between the Company and SPG Partners dated May
                 14, 1985, as amended June 24, 1986, and June 10, 1987.
       10.12**** Amendment, dated December 31, 1998, between the Company and SPG
                 Partners, to the Building Lease, between the Company and SPG
                 Partners, dated May 14, 1985.
       10.13++++ Build-To-Suit Lease Agreement, dated as of May 2, 2002, by and
                 among 200 Corporate Drive, L.L.C., as Landlord, the Company, as
                 Tenant, and Higgins Development Partners, L.L.C., as Developer.
      10.14+++++ Real Estate Lease, dated September 1, 2001, by and between
                 VARTA Geratebatterie GmbH, as Tenant, and Paula
                 Grundstucksverwaltungsgesellschaft mbH & Co. Vermietungs-KG,
                 as Landlord, as amended.
      10.15+++++ Real Property Leasing Agreement, dated December 21, 2000, by
                 and between VARTA Geratebatterie GmbH, as Tenant, and ROSATA
                 Grundstucks-Vermietungsgesellschaft mbH & Co. object
                 Dischingin KG, as Landlord, as amended.
        10.16+++ Third Amended and Restated Credit Agreement, dated October 1,
                 2002, by and among the Company, VARTA Geratebatterie GmbH, the
                 lenders party thereto, LaSalle Bank National Association, as
                 documentation agent, Citicorp North America, Inc., as
                 syndication agent, and Bank of America, N.A., as administrative
                 agent.
      10.17+++++ Amendment No. 1 to Third Amended and Restated Credit Agreement,
                 dated October 1, 2002, by and among the Company, VARTA
                 Geratebatterie GmbH, the lenders party thereto, LaSalle Bank
                 National Association, as documentation agent, Citicorp North
                 America, Inc., as syndication agent, and Bank of America, N.A.,
                 as administrative agent.
        10.18*** Rayovac Corporation 1996 Stock Option Plan.
          10.19* 1997 Rayovac Incentive Plan.
          10.20* Rayovac Profit Sharing and Savings Plan.
      10.21+++++ Rayovac Corporation Supplemental Executive Retirement Plan.


                                       16



              
      10.22+++++ Rayovac Corporation Deferred Compensation Plan, as amended.
         10.23++ Technical Collaboration, Sale and Supply Agreement, dated as of
                 March 5, 1998, by and among the Company. Matsushita Battery
                 Industrial Co., Ltd. and Matsushita Electric Industrial Co.,
                 Ltd.
         21+++++ Subsidiaries of the Company.
            99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
                 Section 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.
            99.2 Certification of the Chief Financial Officer pursuant to 18
                 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.


-----------

             * Incorporated by reference to the Company's Registration Statement
               on Form S-1 (Registration No. 333-35181) filed with the
               Commission.
            ** Incorporated by reference to the Company's Registration Statement
               on Form S-1 (Registration No. 333-17895) filed with the
               Commission.
           *** Incorporated by reference to the Company's Quarterly Report on
               Form 10-Q for the quarterly period ended June 29, 1997, filed
               with the Commission on August 13, 1997.
          **** Incorporated by reference to the Company's Quarterly Report on
               Form 10-Q for the quarterly period ended January 3, 1999, filed
               with the Commission on February 17, 1999.
             + Incorporated by reference to the Company's Annual Report on Form
               10-K for the fiscal year ended September 30, 1997, filed with the
               Commission on December 23, 1997.
            ++ Incorporated by reference to the Company's Quarterly Report on
               Form 10-Q for the quarterly period ended March 28, 1998, filed
               with the Commission on May 5, 1998.
           +++ Incorporated by reference to the Company's Current Report on
               Form 8-K filed with the Commission on October 16, 2002.
          ++++ Incorporated by reference to the Company's Annual  Report on
               Form 10-K filed with the Commission on December 16, 2002.
         +++++ Incorporated by reference to the Company's Quarterly Report on
               Form 10-Q filed with the Commission on February 12, 2003.


                                      17



                                 CERTIFICATIONS

I, David A. Jones, certify that:

         1.  I have reviewed this quarterly report on Form 10-Q/A of Rayovac
             Corporation;

         2.  Based on my knowledge, this quarterly report does not contain any
             untrue statement of a material fact or omit to state a material
             fact necessary to make the statements made, in light of the
             circumstances under which such statements were made, not misleading
             with respect to the period covered by this quarterly report;

         3.  Based on my knowledge, the financial statements, and other
             financial information included in this quarterly report, fairly
             present in all material respects the financial condition, results
             of operations and cash flows of the registrant as of, and for, the
             periods presented in this quarterly report;

         4.  The registrant's other certifying officer and I are responsible
             for establishing and maintaining disclosure controls and procedures
             (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
             registrant and we have:

             a) designed such disclosure controls and procedures to ensure that
                material information relating to the registrant, including its
                consolidated subsidiaries, is made known to us by others within
                those entities, particularly during the period in which this
                quarterly report is being prepared;

             b) evaluated the effectiveness of the registrant's disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this quarterly report (the "Evaluation Date");
                and

             c) presented in this quarterly report our conclusions about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

         5.  The registrant's other certifying officer and I have disclosed,
             based on our most recent evaluation, to the registrant's auditors
             and the audit committee of registrant's board of directors (or
             persons performing the equivalent function):

             a) all significant deficiencies in the design or operation of
                internal controls which could adversely affect the registrant's
                ability to record, process, summarize and report financial data
                and have identified for the registrant's auditors any material
                weaknesses in internal controls; and

             b) any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal controls; and

         6.  The registrant's other certifying officer and I have indicated in
             this quarterly report whether or not there were significant changes
             in internal controls or in other factors that could significantly
             affect internal controls subsequent to the date of our most recent
             evaluation, including any corrective actions with regard to
             significant deficiencies and material weaknesses.


Date: May 2, 2003


                                            /s/ David A. Jones
                                            -----------------------------------
                                            David A. Jones
                                            Chief Executive Officer


                                       18



I, Randall J. Steward, certify that:

         1.  I have reviewed this quarterly report on Form 10-Q/A of Rayovac
             Corporation;

         2.  Based on my knowledge, this quarterly report does not contain any
             untrue statement of a material fact or omit to state a material
             fact necessary to make the statements made, in light of the
             circumstances under which such statements were made, not misleading
             with respect to the period covered by this quarterly report;

         3.  Based on my knowledge, the financial statements, and other
             financial information included in this quarterly report, fairly
             present in all material respects the financial condition, results
             of operations and cash flows of the registrant as of, and for, the
             periods presented in this quarterly report;

         4.  The registrant's other certifying officer and I are responsible
             for establishing and maintaining disclosure controls and procedures
             (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
             registrant and we have:

             a) designed such disclosure controls and procedures to ensure that
                material information relating to the registrant, including its
                consolidated subsidiaries, is made known to us by others within
                those entities, particularly during the period in which this
                quarterly report is being prepared;

             b) evaluated the effectiveness of the registrant's disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this quarterly report (the "Evaluation Date");
                and

             c) presented in this quarterly report our conclusions about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

         5.  The registrant's other certifying officer and I have disclosed,
             based on our most recent evaluation, to the registrant's auditors
             and the audit committee of registrant's board of directors (or
             persons performing the equivalent function):

             a) all significant deficiencies in the design or operation of
                internal controls which could adversely affect the registrant's
                ability to record, process, summarize and report financial data
                and have identified for the registrant's auditors any material
                weaknesses in internal controls; and

             b) any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal controls; and

         6.  The registrant's other certifying officer and I have indicated in
             this quarterly report whether or not there were significant changes
             in internal controls or in other factors that could significantly
             affect internal controls subsequent to the date of our most recent
             evaluation, including any corrective actions with regard to
             significant deficiencies and material weaknesses.


Date: May 2, 2003


                                         /s/ Randall J. Steward
                                         --------------------------------------
                                         Randall J. Steward
                                         Chief Financial Officer


                                       19