EXHIBIT 5
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Energizer  Holdings,  Inc.
800  Chouteau
St.  Louis,  Missouri  63102

Re:     Energizer  Holdings,  Inc.  2000  Incentive  Stock  Plan

Ladies  and  Gentlemen:

     I  am  an  attorney duly licensed to practice law in the State of Missouri.
With  reference  to  the  Registration  Statement on Form S-8 (the "Registration
Statement")  being filed with the Securities and Exchange Commission pursuant to
the  Securities  Act  of  1933,  as  amended,  on  April  14, 2000, by Energizer
Holdings,  Inc.,  a  Missouri  corporation  (the  "Company"),  pertaining to the
proposed  issuance  by  the  Company of up to 15,000,000 shares of the Company's
common  stock,  $.01  par  value  (the  "Stock"),  as  provided in the Energizer
Holdings,  Inc.  Deferred  Compensation  Plan (the "Plan"), I have examined such
corporate  records  of  the  Company, such laws and such other information as we
have  deemed  relevant,  including  the  Company's  Articles  of  Incorporation,
By-Laws,  and  resolutions  adopted  by  the Board of Directors relating to such
issuance,  the  written  documents  constituting the Plan, certificates received
from  state  officials  and  statements  I  have  received  from  officers  and
representatives  of the Company.  In delivering this opinion, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as  originals,  the conformity to the originals of all documents submitted to me
as  certified, photostatic or conformed copies, the authenticity of originals of
all  such latter documents, and the correctness of statements submitted to me by
officers  and  representatives  of  the  Company.

Based  solely  on  the  foregoing,  I  am  of  the  opinion  that:

1.     The  Company  is duly incorporated and is validly existing under the laws
of  the  State  of  Missouri;  and

2.     The  Stock to be issued by the Company pursuant to the Plan has been duly
authorized  and, when issued by the Company in accordance with the Plan, will be
duly  and  validly  issued  and  will  be  fully  paid  and  nonassessable.

I  consent  to  the  filing  of  this  opinion as an exhibit to the Registration
Statement.  I  further  consent  to  the  filing  of copies of this opinion with
agencies  of  such  states  and other jurisdictions as you deem necessary in the
course  of complying with the laws of the states and jurisdictions regarding the
sale  and  issuance  of  the  Stock  in  accordance  with  the  Plan.

Very  truly  yours,


/s/ Harry L. Strachan, III
Harry  L.  Strachan,  III
Vice  President  and  General  Counsel