Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                 Rayovac Corporation
                                (Name of Issuer)

                     Common Stock, $.01 par value per share
                         (Title and Class of Securities)

                                   755081 10 6
                                 (CUSIP Number)

CUSIP No.    755081 10 6                           Page 2 of 6

(1)  Names of  Reporting  Person  

          THL Investment Management Corp.

(2)  Check the Appropriate Box if a Member of a Group

     (a)  ___.

     (b)  _X_.

(3)  SEC Use Only

(4)  Citizenship or Place of Organization


Number of           (5)  Sole Voting Power -0-
Beneficially        (6)  Shared Voting Power  1,515,753
Owned by Each
Reporting           (7)  Sole Dispositive Power -0-
Person With
                    (8)  Shared Dispositive Power 1,515,753

(9)  Aggregate Amount Beneficially Owned by Each Reporting Person - 1,515,753

(10) Check if Aggregate Amount in Row (9) Excludes Certain Shares __________.

(11) Percent of Class Represented by Amount in Row 9 - 5.5%

(12) Type of Reporting Person


CUSIP No.  755081 10 6                                 Page 3 of 6

Item 1(a). Name of Issuer:

         Rayovac Corporation

Item 1(b). Address of Issuer's Principal Executive Offices:

         601 Rayovac Drive
         Madison, WI  53711-2492

Item 2(a). Name of Person Filing:

         See Item (1) of the cover pages

Item 2(b). Address of Principal Business Office:

         c/o Thomas H. Lee Company
         75 State Street
         Boston, MA 02109

Item 2(c). Citizenship:

         See item (4) of cover pages

Item 2(d). Title of Class of Securities:

         Common Stock

Item 2(e). CUSIP Number:

         755081 10 6

Item 3.    Nature of Person Filing:

         Not applicable

CUSIP No.  437608 10 2                                 Page 3 of 6

Item 4.    Ownership:

           (a) Amount Beneficially Owned:

               See item (9) of cover pages

           (b) Percent of Class:

               See Item (11) of cover pages

           (c) Number of shares as to which such person has:

               (i)   sole power to vote or to direct the vote:
                     See item (5) of cover pages
               (ii)  shared power to vote or to direct the vote:
                     See item (6) of cover pages
               (iii) sole power to dispose or to direct the disposition of:
                     See item (7) of cover pages
               (iv)  shared power to dispose or to direct the dispositon of:
                     See item (8) of cover pages

     NOTE:     Due to an existing arrangement between the reporting person and
               THL-CCI Investors Limited Partnership, the reporting person
               may be deemed to beneficially own an aggregate of 1,515,753 
               shares owned by THL-CCI Investors Limited Partnership.  The
               reporting person disclaims beneficial ownership of such shares.
Item 5. Ownership of Five Percent or Less of Class:

          Not Applicable


CUSIP No.  755081 10 6                                Page 4 of 6

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:

         Not applicable

Item 8. Identification and Classification of Members of the Group:

         Not applicable

Item 9. Notice of Dissolution of Group:

         Not applicable

CUSIP No.  755081 10 6                              Page 5 of 6

Item 10. Certification:

         Not applicable.

CUSIP No.  755081 10 6                                Page 6 of 6


     After reasonable inquiry and to the best of my knowledge and belief,  I
certify that the information set forth in this statement is true, complete and

                          THL Investment Management Corp.


                          By:  /s/ Wendy L. Masler
                               Name:    Wendy L. Masler
                               Title:   Treasurer