SEC 1745
(02-02)

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UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires:
December 31, 2005

SCHEDULE 13G

Estimated average burden hours per response. . 11

[     ]

Rule 13d-1(b)

[     ]

Rule 13d-1(c)

[ X ]

Rule 13d-1(d)

CUSIP No. 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Thomas H. Lee

2.

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

(a)

[     ]

(b)

[ X]

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0- shares

6.

Shared Voting Power
6,668 shares

7.

Sole Dispositive Power
-0- shares

8.

Shared Dispositive Power
6,668 shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,668 shares

10.

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

11.

Percent of Class Represented by Amount in Row (9)
less than one percent (1%).

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Rayovac Corporation

(b)

Address of Issuer's Principal Executive Offices
601 Rayovac Drive

Madison, WI 53711-2497

Item 2.

(a)

Name of Person Filing
Thomas H. Lee

(b)

Address of Principal Business Office or, if none, Residence
c/o Thomas H. Lee Partners, L.P.

75 State Street

Boston, MA 02109

(c)

Citizenship
United States of America

(d)

Title of Class of Securities
Common Stock, $0.01 par value per share

(e)

CUSIP Number
755081 10 6

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:

-Not Applicable-

(a)

[  ]

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

(b)

[  ]

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

(c)

[  ]

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

(d)

[  ]

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

(e)

[  ]

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

(f)

[  ]

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

(g)

[  ]

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

(h)

[  ]

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

(i)

[  ]

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)

[  ]

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

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:    6,668 shares

(b)

Percent of class:    Less than one percent (1%).

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote    -0- shares

(ii)

Shared power to vote or to direct the vote    6,668 shares

(iii)

Sole power to dispose or to direct the disposition of    -0- shares

(iv)

Shared power to dispose or to direct the disposition of    6,668 shares

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 [ X ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

- Not Applicable -

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

- Not Applicable -

Item 9.

Notice of Dissolution of Group

- Not Applicable -

Item 10.

Certification

- Not Applicable -

February 14, 2003

/s/ Thomas H. Lee

Signature

Thomas H. Lee

Name/Title

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)