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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2004

JACUZZI BRANDS, INC.

(561) 514-3838

Not Applicable

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TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Amended & Restated Non-Employee Director Deferred Compensation Plan
First Amendment to the Jacuzzi Brands, Inc. 2004 Stock Incentive Plan

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Table of Contents

Item 1.01. Entry into a Material Definitive Agreement.

     (a) On October 1, 2004, our board of directors approved various amendments to the Jacuzzi Brands, Inc. Non-Employee Director Deferred Compensation Plan (the “Plan”). Pursuant to the amendments, the deferral procedures were amended such that participants may (i) defer all or a portion of their cash director fees, in increments of 25%, and all of their equity director fees, each of which will be credited to the participant’s account in the Plan in the form of stock units equal to one share of our common stock valued, in accordance with the terms of the Plan, on either the first business day of the plan year or the date of the award, as applicable, (ii) elect to receive a distribution of their account in the Plan on a fixed date in the future or upon a termination of their directorship with us, (iii) apply for a distribution of all or any part of the participant’s vested account in the Plan in the event of a financial hardship and (iv) elect to receive the distribution of their account balance that relates to the deferral of cash director fees in installments in four equal payments over four years, or two equal payments over two years, or if no election is made, in one lump sum payment. A copy of the Amended and Restated Plan is being filed as an exhibit to this report.

     On October 1, 2004, our board of directors also approved a ministerial amendment to the Jacuzzi Brands, Inc. 2004 Stock Incentive Plan clarifying the date of the annual award grant to non-employee directors. A copy of the amendment is also being filed as an exhibit to this report.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

     10.1 Amended and Restated Jacuzzi Brands, Inc. Non-Employee Director Deferred Compensation Plan, effective October 1, 2004.

     10.2 First Amendment to the Jacuzzi Brands, Inc. 2004 Stock Incentive Plan, dated as of October 1, 2004.

 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.