SEC 1745
(02-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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.  755081 10 6

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Thomas H. Lee Equity Advisors III Limited Partnership
04-3279882

2.

Check the Appropriate Box if a Member of a Group*

(a)

[     ]

(b)

[ X ]

3.

SEC Use Only

4.

Citizenship or Place of Organization
Massachusetts

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0- shares

6.

Shared Voting Power
-0- shares

7.

Sole Dispositive Power
-0- shares

8.

Shared Dispositive Power
-0- shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
-0- shares

10.

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

11.

Percent of Class Represented by Amount in Row (9)
0%

12.

Type of Reporting Person*
PN

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 Equity Advisors III Limited Partnership

(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
Massachusetts

(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 Rule 13d-1(b), or Rule 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;

(b)

[  ]

Bank as defined in section 3(a)(6) of the Act;

(c)

[  ]

Insurance company as defined in section 3(a)(19) of the Act;

(d)

[  ]

Investment company registered under section 8 of the Investment Company Act of 1940;

(e)

[  ]

An investment adviser in accordance with Rule 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 Rule 13d-1(b)(1)(ii)(G);

(h)

[  ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

(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;

(j)

[  ]

Group, in accordance with Rule 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:    -0-   shares

(b)

Percent of class:    0%

(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    -0-   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    -0-   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.

Date

THOMAS H. LEE EQUITY
ADVISORS III LIMITED PARTNERSHIP

By:   THL Equity Trust III,
its General Partner

/s/ David V. Harkins

Signature

David V. Harkins
President

Name/Title