UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires:
February 28, 2009

SCHEDULE 13G

Estimated average burden hours per response. . 10.4

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 74112D 10 1

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GTCR Fund VIII, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
12,347,774

6.

Shared Voting Power
-0-  (See Item 4)

7.

Sole Dispositive Power
12,347,774

8.

Shared Dispositive Power
-0-  (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
(See Item 4)  12,347,774

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
24.7%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GTCR Fund VIII/B, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,166,976

6.

Shared Voting Power
-0-  (See Item 4)

7.

Sole Dispositive Power
2,166,976

8.

Shared Dispositive Power
-0-  (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
(See Item 4)  2,166,976

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
4.3%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GTCR Co-Invest II, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
65,904

6.

Shared Voting Power
-0-  (See Item 4)

7.

Sole Dispositive Power
65,904

8.

Shared Dispositive Power
-0-  (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
(See Item 4)  65,904

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.1%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GTCR Capital Partners, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
393,131

6.

Shared Voting Power
-0-  (See Item 4)

7.

Sole Dispositive Power
393,131

8.

Shared Dispositive Power
-0-  (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
(See Item 4)  393,131

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.8%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GTCR Partners VIII, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
14,514,750 (See Item 4)

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
14,514,750 (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
(See Item 4)  14,514,750

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
29.0%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GTCR Golder Rauner II, L.L.C.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
14,580,654  (See Item 4)

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
14,580,654  (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
(See Item 4)  14,580,654

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
29.1%

12.

Type of Reporting Person (See Instructions)
00

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GTCR Mezzanine Partners, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
393,131  (See Item 4)

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
393,131  (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
(See Item 4)  393,131

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.8%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GTCR Partners VI, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
393,131  (See Item 4)

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
393,131  (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
(See Item 4)  393,131

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.8%

12.

Type of Reporting Person (See Instructions)
PN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
GTCR Golder Rauner, L.L.C.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
393,131  (See Item 4)

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
393,131  (See Item 4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
(See Item 4)  393,131

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.8%

12.

Type of Reporting Person (See Instructions)
00

Item 1.

(a)

Name of Issuer
Prestige Brands Holdings, Inc. (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices
90 North Broadway, Irvington, New York  10533

Item 2.

(a)

Name of Person Filing
This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act: GTCR Fund VIII, L.P. (“Fund VIII”), GTCR Fund VIII/B, L.P. (“Fund VIII/B”), GTCR Co-Invest II, L.P. (“Co-Invest II”), GTCR Capital Partners, L.P. (“Capital Partners”), GTCR Partners VIII, L.P. (“Partners VIII”), GTCR Golder Rauner II, L.L.C. (“GTCR II”), GTCR Mezzanine Partners, L.P. (“Mezzanine Partners”), GTCR Partners VI, L.P. (“Partners VI”) and GTCR Golder Rauner, L.L.C. (“GTCR”), or collectively, the “Reporting Persons.”

The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting Persons is 6100 Sears Tower, Chicago, Illinois  60606.

(c)

Citizenship
Each of the Reporting Persons is organized under the laws of the State of Delaware. 

(d)

Title of Class of Securities
Common Stock, par value $0.01 per share (the “Common Stock”).

(e)

CUSIP Number
74112D 10 1

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned and (b) Percent of class :

Fund VIII is the direct beneficial owner of 12,347,774 shares of Common Stock, or approximately 24.7% of the Common Stock. Fund VIII/B is the direct beneficial owner of 2,166,976 shares of Common Stock, or approximately 4.3% of the Common Stock. Co-Invest II is the direct beneficial owner of 65,904 shares of Common Stock, or approximately 0.1% of the Common Stock. Capital Partners is the direct beneficial owner of 393,131 shares of Common Stock, or approximately 0.8% of the Common Stock.

The shares of Common Stock beneficially owned by Fund VIII and Fund VIII/B may be deemed to be beneficially owned indirectly by: (i) Partners VIII, the general partner of each such fund; and (ii) GTCR II, the general partner of Partners VIII. The shares of Common Stock beneficially owned by Co-Invest II may be deemed to be beneficially owned indirectly by GTCR II, the general partner of Co-Invest II. GTCR II makes decisions with respect to the voting and disposition of the shares held by each of Fund VIII, Fund VIII/B and Co-Invest II through a six-person members committee. The shares of Common Stock beneficially owned by Capital Partners may be deemed to be beneficially owned indirectly by: (i) Mezzanine Partners, the general partner of Capital Partners; (ii) Partners VI, the general partner of Mezzanine Partners; and (iii) GTCR, the general partner of Partners VI. GTCR makes decisions with respect to the voting and disposition of the shares held by Capital Partners through a six-person members committee.

Pursuant to Rule 13d-5(b)(1) under the Act, Partners VIII, GTCR II, Mezzanine Partners, Partners VI and GTCR may be deemed as a group to have beneficial ownership of 14,973,774 shares of Common Stock, the aggregate number of shares of Common Stock held by the Reporting Persons. Each such person disclaims beneficial ownership of any such shares in which it does not have a pecuniary interest.

All of the percentages calculated in this Schedule 13G are based upon an aggregate of 50,055,776 shares of Common Stock outstanding as of June 7, 2006, as disclosed in the Company’s Form 10-K, dated June 14, 2006.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote
See Item 5 of each cover page.

(ii)

Shared power to vote or to direct the vote
See Item of 6 of each cover page.

(iii)

Sole power to dispose or to direct the disposition of
See Item 7 of each cover page.

(iv)

Shared power to dispose or to direct the disposition of
See Item 8 of each cover page.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

See response to Items 4(a) and (b).

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

The Reporting Persons may be deemed to be a “group” for purposes of Section 13(d)(3) of the Act.  The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

GTCR FUND VIII, L.P.

By:

GTCR Partners VIII, L.P.

Its:

General Partner

By:

GTCR Golder Rauner II, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR FUND VIII/B, L.P.

By:

GTCR Partners VIII, L.P.

Its:

General Partner

By:

GTCR Golder Rauner II, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR CO-INVEST II, L.P.

By:

GTCR Golder Rauner II, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR CAPITAL PARTNERS, L.P.

By:

GTCR Mezzanine Partners, L.P.

Its:

General Partner

By:

GTCR Partners VI, L.P.

Its:

General Partner

By:

GTCR Golder Rauner, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR PARTNERS VIII, L.P.

By:

GTCR Golder Rauner II, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR GOLDER RAUNER II, L.L.C.

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR MEZZANINE PARTNERS, L.P.

By:

GTCR Partners VI, L.P.

Its:

General Partner

By:

GTCR Golder Rauner, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR PARTNERS VI, L.P.

By:

GTCR Golder Rauner, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR GOLDER RAUNER, L.L.C.

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR FUND VIII, L.P.

By:

GTCR Partners VIII, L.P.

Its:

General Partner

By:

GTCR Golder Rauner II, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR FUND VIII/B, L.P.

By:

GTCR Partners VIII, L.P.

Its:

General Partner

By:

GTCR Golder Rauner II, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR CO-INVEST II, L.P.

By:

GTCR Golder Rauner II, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR CAPITAL PARTNERS, L.P.

By:

GTCR Mezzanine Partners, L.P.

Its:

General Partner

By:

GTCR Partners VI, L.P.

Its:

General Partner

By:

GTCR Golder Rauner, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR PARTNERS VIII, L.P.

By:

GTCR Golder Rauner II, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR GOLDER RAUNER II, L.L.C.

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR MEZZANINE PARTNERS, L.P.

By:

GTCR Partners VI, L.P.

Its:

General Partner

By:

GTCR Golder Rauner, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR PARTNERS VI, L.P.

By:

GTCR Golder Rauner, L.L.C.

Its:

General Partner

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal

GTCR GOLDER RAUNER, L.L.C.

By:

/s/ David A. Donnini

Name:

David A. Donnini

Its:

Principal