Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Talbert David
 2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2010		 3. Issuer Name and Ticker or Trading Symbol
Prestige Brands Holdings, Inc. [PBH]
(Last)
(First)
(Middle)
90 N. BROADWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP, Sales
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

IRVINGTON, NY 10533		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share 36,257 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 05/24/2017 Common Stock 19,239 $ 12.86 D  
Employee Stock Option (right to buy)   (3) 05/29/2018 Common Stock 21,224 $ 10.91 D  
Employee Stock Option (right to buy)   (4) 04/07/2020 Common Stock 28,955 $ 9.03 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Talbert David
90 N. BROADWAY
IRVINGTON, NY 10533		       Senior VP, Sales  

Signatures

/s/ David Talbert 05/17/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 17,459 shares of restricted common stock subject to vesting based on certain performance targets set by the Issuer's Compensation Committee and 7,601 restricted stock units which vest promptly following (i) if no deferral election is made, the earliest to occur of the Reporting Person's death, disability or April 8, 2013, or (ii) if a deferral election is made, the earliest to occur of the Reporting Person's death, disability or April 8, 2018.
(2) The option vests in three annual installments as follows: 6,413 shares on each of May 25, 2008, 2009 and 2010.
(3) The option vests in three annual installments as follows: 7,074 shares on each of May 30, 2009 and 2010 and 7,076 shares on May 30, 2011.
(4) The option vests in three annual installments as follows: 9,651 shares on April 8, 2011 and 9,652 shares on each of April 8, 2012 and 2013.

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