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Water Pik Technologies, Inc.

23 Corporate Plaza, Suite 246

Newport Beach, CA  92660

VIA EDGAR

September 1, 2005

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C.  20549

Mail Stop 3561

  RE:

  Water Pik Technologies, Inc.

  Form 10-K for Fiscal Year Ended
  September 30, 2004

  Filed December 14, 2004

  Forms 10-Q for Fiscal Quarters Ended
  December 31, 2004 and March 31, 2005

  File No. 1-15297

Dear Mr. Spirgel,

This letter sets forth the responses of Water Pik Technologies, Inc.
(the “Company”) to the comments of the staff of the Securities and Exchange
Commission (the “Staff”) in the Staff’s letter dated July 29, 2005
relating to the Company’s Annual Report on Form 10-K for the fiscal year
ended September 30, 2004 and quarterly reports on Form 10-Q for
fiscal quarters ended December 31, 2004 and March 31, 2005.  For your convenience, we have repeated the
Staff’s comments before each of our responses.
To further assist the Staff in its review, we have included with our
responses drafts of certain revised disclosure for the Staff’s consideration.

Selected
Financial Data, page 16

Comment:

1.                                      We
note your disclosure of EBITDA as an important indicator of the operational
strength and performance of your ongoing business.  Please see our frequently asked questions
regarding the use of Non-GAAP financial measures available on our website at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm and revise your future
filings accordingly.

Response:

As requested, the Company will
expand its disclosure concerning EBITDA in its future filings in accordance
with the Staff’s guidance regarding the use of Non-GAAP financial
measures.  Proposed disclosures
addressing the Staff’s specific comments in this regard are set forth below.

Comment:

•                  Please expand your disclosure to provide the
substantive reasons for why management believes EBITDA provides useful
information to investors regarding your financial condition and results of
operations.  Avoid mere conclusions that
the measure “is commonly used by investors and financial analysts in evaluating
operating performance.”  Also describe
any other ways you use this measure in evaluating your business.

Response:

In future filings, we propose to
provide additional disclosure substantially as follows:

EBITDA
represents earnings from continuing operations before deductions for interest
expense and interest income, income taxes, depreciation and amortization.  Management believes that EBITDA is useful as
a means to evaluate our ability to service existing debt, to sustain potential
future increases in debt, to satisfy capital requirements and as a measure used
by lenders under our bank credit facility.
EBITDA is also used by management as a measure of evaluating the
performance of our two operating segments.
We utilize EBITDA in our operating decision making, including the
allocation of capital resources and strategic planning.

Comment:

•                  Please explain why EBITDA is a meaningful measure of
operational performance.  Specifically,
since capital items are necessary to enable you to generate revenues, explain
why you believe a financial measure that omits depreciation is a relevant and
useful measure of operating performance.

Response:

In future filings, we propose
to provide additional disclosure substantially as follows:

We believe
EBITDA is valuable to investors as a supplemental measure of comparative
operating performance before capital structure costs such as

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depreciation,
amortization, and interest.  We believe
providing this supplemental information enhances the investors’ analysis of
overall operating performance.
Additionally, EBITDA is regularly used as supplemental information in the
determination of enterprise value.
However, our use of EBITDA is not intended to represent cash flows for
the period.  We do not regard EBITDA as
preferable to any measure of operating performance required by accounting
principles generally accepted in the United States (“GAAP”), such as operating
income, net income, or cash flows provided by operating activities.

Comment:

•                  Please reconcile EBITDA to the most closely
comparable GAAP measure of operating performance: net income.

Response:

In future filings, we will
reconcile EBITDA to net income in accordance with the Staff’s request.

Critical accounting policies and estimates

Insurance reserves and legal contingencies, page 19

Comment:

2.                                      Please
provide additional disclosures regarding your accruals for loss
contingencies.  Examples of specific
disclosures typically relevant to an understanding of historical and
anticipated product liability costs include the nature of personal injury or
property damages alleged by claimants, aggregate settlement costs by type of
claim, and related costs of administering and litigating claims.  Your disclosures should address historical
and expected trends in these amounts and their reasonably likely effects on
operating results and liquidity.  Refer
to SAB Topic 5Y, question 3.

Response:

In future filings, we will
provide additional disclosures regarding the Company’s accruals for loss
contingencies in accordance with the Staff’s request.  Since receiving the Staff’s letter dated July 29,
2005, we modified our disclosures to be more complete in this regard, as
reflected in Footnote 9 in our 10-Q for the quarterly period ended June 30,
2005 filed on August 10, 2005.  We
propose additional clarifications so that our relevant disclosures would read
as follows:

As a consumer goods manufacturer and distributor, we are subject to
continuing risk of product liability and related lawsuits involving claims for

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substantial monetary damages.  We
are party to various personal injury and property damage lawsuits and claims
relating to our products and other litigation incidental to our business.  We have general liability, product liability
and workers’ compensation insurance coverage.
Our insurance coverage provides that our insurers directly pay all costs
related to our general liability, product liability and workers’ compensation
claims, provided however, we are required to reimburse our insurance carrier
for policy deductibles and most legal costs and expenses.  We have experienced consistent costs to
administer our claims, including defense costs.
Loss accruals have been recorded in accordance with SFAS No. 5, “Accounting
for Contingencies” to cover the probable retained loss portion of general
liability, product liability and workers’ compensation claims, both asserted
claims and incurred but not reported claims, that we are responsible for under
the terms of our insurance policies.  The
accruals are based on estimates which include information provided by our
insurance carriers, claims adjusters and insurance brokers, taking into account
our prior experience, numbers of claims, discussions with legal counsel and
other relevant factors. Our methods of estimating losses and establishing the
resulting accruals are reviewed on a regular basis and any adjustments are
reflected in current operating results. Some claims may ultimately result in
losses in excess of the amount we have accrued.
Due to the nature of our claims, which include personal injury claims
without stipulated losses and property and personal injury claims against
multiple defendant companies, a range of loss cannot be reasonably
estimated.  We assess and revise our loss
accruals at least quarterly as new information becomes available regarding our
potential liability. Based on our historical loss experience, we believe our
accruals are adequate to cover probable future losses.  Historical experience, however, may not be
indicative of future losses, and the resolution in any reporting period of one
or more of these matters could have a material adverse effect on our results of
operations for that period.

Note 5 Goodwill and other intangibles, page 40

Comment:

3.                                      Tell
us how you applied the guidance in paragraph 30 of SFAS 142 in determining your
reporting units for the goodwill impairment test.  It appears that the activities of your
reportable segment for Pool Products and Heating Systems may consist of more
than one type of business.

Response:

Prior to the June 30, 2005
sale of the Heating Systems business, we operated the Pool Products and Heating
Systems businesses as a single operating segment

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known as Pool Products and
Heating Systems (“PPHS”).  Paragraph 30
of FAS 142 defines a component of an operating segment as a reporting unit if
the component constitutes a business for which discrete financial information
is available and segment management regularly reviews the operating results of
that component.  FAS 142 further states
that two or more components of an operating segment shall be aggregated and
deemed a single reporting unit if the components have similar economic
characteristics as discussed in paragraph 17 of FAS 131.  We believe it was appropriate to combine the
PPHS businesses as a single reportable segment on the basis of similarities in
the businesses and the belief that they met the aggregation criteria as
discussed in paragraph 17 of SFAS 131, specifically:

•                  Each
of the PPHS businesses sold pool heaters and other water heating devices: residential
swimming pool heaters for Pool Products and commercial and residential boilers
and water heaters and commercial swimming pool heaters for Heating Systems.

•                  The
production of PPHS products relied partly on common manufacturing assets and
resources, as well as common international distribution facilities and
resources.  We maintained a common
research and development function related to combustion technologies and
electronics with research and development efforts applied across both product
groups.

•                  Although
PPHS products were sold to different channels, i.e., pool distributors and pool
builders for pool products and plumbing and heating distributors and buy/sell
manufacturers representatives for heating systems, they were affected by
similar economic factors as they both participated in the construction
industry.  Factors such as overall
economic conditions, housing starts, interest rates, etc. affected the success
of those products similarly.

•                  PPHS
products were sold primarily to wholesale customers serving the construction
industry.

In addition, paragraph 14 of
FAS 131 states that if there is only one set of components of an organization
for which segment managers are held responsible, that set of components
constitutes the operating segments.  We
did not have individual general managers who were directly accountable and
measured on operating performance for Pool Products or Heating Systems
individually.  PPHS had a single general
manager and shared segment-level general and administrative resources, as well
as shared manufacturing, engineering and product development management.  Further, although we prepared separate
internal income statements for the Pool Products and Heating Systems businesses
using allocations of shared operating costs, no separate balance sheets or cash
flows were prepared to manage

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the business.  As such, we managed and reported the PPHS
businesses as a single segment.

The foregoing addresses the
Staff’s comment with respect to past filings.
As previously noted, we sold the Heating Systems business on June 30,
2005.  In our Form 10-Q for the
quarterly period ended June 30, 2005, we reported the Heating Systems
business as a discontinued operation and revised the presentation of our
historical information accordingly.  We
will continue to present Heating Systems as a discontinued operation in future
filings.  As such, we have restated the
historical PPHS segment to reflect the continuing operations of the Pool
Products business reported as a single operating segment known as Pool
Products.

Note 11 Commitments and Contingencies, page 47

Comment:

4.                                      We
note your loss accruals for insurance reserves and legal contingencies reflect
only the portion that is not covered by insurance policies.  However, it may not be appropriate to net the
accruals with the receivables from the insurance companies, unless there is a
right of offset.  Instead, you should
separately evaluate and record the liability for loss contingencies and the
probability for recovery from your insurance carriers.  In this respect tell us how you applied the
guidance in SFAS 5 and other relevant accounting literature.

Response:

Our prior disclosure was as
follows: “Our insurance coverage provides that we are responsible for policy
deductibles and most legal costs and expenses.”
In Footnote 9 in our 10-Q for the quarterly period ended June 30,
2005 filed on August 10, 2005, we clarified this sentence to read as
follows:  “Our insurance coverage
provides that our insurers directly pay all costs related to our general
liability, product liability and workers’ compensation claims, provided
however, we are required to reimburse our insurance carrier for policy
deductibles and most legal costs and expenses.”
In addition, to address SFAS 5, we modified another sentence in Footnote
9 to read as follows:  “Loss accruals
have been recorded in accordance with SFAS No. 5, to cover the probable
retained loss portion of general liability, product liability and workers’ compensation
claims, both asserted claims and incurred but not reported claims, that we are
responsible for under the terms of our insurance policies.”  For a complete draft of our proposed language
in context, please see our response to Staff Comment 2.

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Comment:

5.                                      If
an exposure to loss exists in excess of the amount you have accrued for
lawsuits and claims, paragraph 10 of SFAS 5 requires disclosure of the range of
reasonably possible loss or a clear statement that a range cannot be
estimated.  Please clarify and revise the
disclosures regarding these uncertainties to conform to the requirements of
SFAS 5, or explain why no modification is necessary.

Response:

In response to the Staff’s request, we added
the following language to Footnote 9 in our 10-Q for the quarterly period ended
June 30, 2005 filed on August 10, 2005: “Due to the nature of our
claims, which include personal injury claims without stipulated losses and
property and personal injury claims against multiple defendant companies, a
range of loss cannot be reasonably estimated.”
For a complete draft of our proposed language in context, please see our
response to Staff Comment 2.

Comment:

6.                                      With
respect to product liabilities, please add detailed disclosures regarding the
judgments and assumptions underlying the recognition and measurement of these
liabilities in Note 11 and your critical accounting policies in MD&A.  Please refer to the disclosures outlined in
SAB Topic 5Y, question 2.

Response:

In our current disclosures, we include the
following statement:  “The accruals are
based on estimates which include information provided by our insurance
carriers, claims adjusters and insurance brokers, taking into account our prior
experience, numbers of claims, discussions with legal counsel and other
relevant factors.”   We believe that this
statement adequately describes the product liability accrual judgment process,
which inherently involves input from all of the referenced sources.  Further detail would risk disclosure of legal
strategies that could adversely impact the Company in pending and future
litigation.  For a complete draft of our
proposed product liability language in context, please see our response to
Staff Comment 2.

Note 13 Acqu