UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For Quarter Ended March 31, 2002

                          Commission File No. 001-15401


                            ENERGIZER HOLDINGS, INC.
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                        MISSOURI               43-1863181
          ------------------------------------------------------------
        (State of Incorporation)     (I.R.S. Employer Identification No.)

            533 MARYVILLE UNIVERSITY DRIVE, ST. LOUIS MISSOURI 63141
          ------------------------------------------------------------
             (Address of principal executive offices)     (Zip Code)

                                 (314) 985-2000
          ------------------------------------------------------------
              (Registrant's telephone number, including area code)


Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of  the  Securities Exchange Act of 1934 during the preceding 12 months, and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.

                         YES:   X     NO:  _____
                              ---

Number  of  shares  of  Energizer  Holdings,  Inc. common stock, $.01 par value,
outstanding  as  of  the  close  of  business  on  May  3,  2002.

                                    91,388,561
                              ---------------------


PART  I  -     FINANCIAL  INFORMATION




                            ENERGIZER HOLDINGS, INC.
                       CONSOLIDATED STATEMENT OF EARNINGS
                                   (CONDENSED)
                        (DOLLARS IN MILLIONS--UNAUDITED)


                                               QUARTER ENDED       SIX MONTHS
                                                 MARCH 31,       ENDED MARCH 31,
                                              2002     2001      2002     2001
                                              ----     ----      ----     ----

                                                              
Net sales . . . . . . . . . . . . . . . . .  $339.7   $355.0   $907.4   $914.3

Cost of products sold . . . . . . . . . . .   189.8    204.6    494.8    516.2
Selling, general and administrative expense    79.6     93.1    161.0    176.3
Advertising and promotion expense . . . . .    24.4     27.4     70.4     76.7
Research and development expense. . . . . .     9.1     11.1     18.3     22.6
Provisions for restructuring. . . . . . . .     4.5        -      5.9        -
Interest expense. . . . . . . . . . . . . .     5.3      8.8     11.5     18.7
Other financing items, net. . . . . . . . .     0.2      0.5      1.5      1.6
                                             -------  -------  -------  -------

Earnings before income taxes. . . . . . . .    26.8      9.5    144.0    102.2

Income taxes. . . . . . . . . . . . . . . .    (6.8)    (3.9)   (53.6)   (42.4)
                                             -------  -------  -------  -------

Net earnings. . . . . . . . . . . . . . . .  $ 20.0   $  5.6   $ 90.4   $ 59.8
                                             =======  =======  =======  =======


Basic earnings per share. . . . . . . . . .  $ 0.22   $ 0.06   $ 0.99   $ 0.64
Diluted earnings per share. . . . . . . . .  $ 0.21   $ 0.06   $ 0.98   $ 0.63
<FN>

            See accompanying Notes to Condensed Financial Statements






                              ENERGIZER HOLDINGS, INC.
                             CONSOLIDATED BALANCE SHEET
                                     (CONDENSED)
                          (DOLLARS IN MILLIONS--UNAUDITED)

                                                     MARCH 31, SEPTEMBER 30, MARCH 31,
                                                       2002       2001        2001
                                                       ----       ----        ----
ASSETS

Current  assets
                                                                       
    Cash and cash equivalents . . . . . . . . . . .  $   34.6   $   23.0   $   16.3
    Trade receivables, less allowance for doubtful
    accounts of $8.0, $11.8 and $12.6, respectively     179.2      189.1      179.1
    Inventories
       Raw materials and supplies . . . . . . . . .      42.2       47.0       50.8
       Work in process. . . . . . . . . . . . . . .     104.7       91.4       98.5
       Finished products. . . . . . . . . . . . . .     173.0      222.9      243.1
                                                     ---------  ---------  ---------
       Total Inventory. . . . . . . . . . . . . . .     319.9      361.3      392.4
    Other current assets. . . . . . . . . . . . . .     237.9      209.9      185.3
                                                     ---------  ---------  ---------
       Total current assets . . . . . . . . . . . .     771.6      783.3      773.1
                                                     ---------  ---------  ---------

Property at cost. . . . . . . . . . . . . . . . . .   1,032.3    1,030.0    1,036.5
Accumulated depreciation. . . . . . . . . . . . . .     570.6      553.9      557.5
                                                     ---------  ---------  ---------
                                                        461.7      476.1      479.0

Other assets. . . . . . . . . . . . . . . . . . . .     241.3      238.2      366.3
                                                     ---------  ---------  ---------
            Total . . . . . . . . . . . . . . . . .  $1,474.6   $1,497.6   $1,618.4
                                                     =========  =========  =========


LIABILITIES AND SHAREHOLDERS EQUITY

Current liabilities
   Notes payable. . . . . . . . . . . . . . . . . .  $   85.4   $  110.3   $  144.8
   Accounts payable . . . . . . . . . . . . . . . .      88.9      109.2       84.9
   Other current liabilities. . . . . . . . . . . .     275.8      275.7      201.1
                                                     ---------  ---------  ---------
      Total current liabilities . . . . . . . . . .     450.1      495.2      430.8

Long-term debt. . . . . . . . . . . . . . . . . . .     175.0      225.0      320.0

Other liabilities . . . . . . . . . . . . . . . . .     171.9      169.5      166.7

Shareholders equity

   Common stock . . . . . . . . . . . . . . . . . .       1.0        1.0        1.0
   Additional paid in capital . . . . . . . . . . .     784.4      784.1      783.9
   Retained earnings. . . . . . . . . . . . . . . .     107.8       17.5      116.3
   Treasury stock . . . . . . . . . . . . . . . . .     (86.8)     (79.6)     (79.6)
   Accumulated other comprehensive income . . . . .    (128.8)    (115.1)    (120.7)
                                                     ---------  ---------  ---------
     Total shareholders equity. . . . . . . . . . .     677.6      607.9      700.9
                                                     ---------  ---------  ---------
           Total. . . . . . . . . . . . . . . . . .  $1,474.6   $1,497.6   $1,618.4
                                                     =========  =========  =========
<FN>

              See accompanying Notes to Condensed Financial Statements





                            ENERGIZER HOLDINGS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (CONDENSED)
                        (DOLLARS IN MILLIONS - UNAUDITED)


                                                      SIX MONTHS ENDED MARCH 31,
                                                           2002        2001
                                                           ----        ----
CASH  FLOW  FROM  OPERATIONS
                                                                 
   Net earnings. . . . . . . . . . . . . . . . . . . . .  $ 90.4   $  59.8
   Non-cash items included in income . . . . . . . . . .    33.6      50.9
   Sale of accounts receivable, net. . . . . . . . . . .   (86.2)    (26.0)
   Changes in assets and liabilities used in operations.    72.8      56.9
   Other, net. . . . . . . . . . . . . . . . . . . . . .     2.0       3.9
                                                          -------  --------
       Net cash flow from operations . . . . . . . . . .   112.6     145.5

CASH FLOW FROM INVESTING ACTIVITIES
   Property additions. . . . . . . . . . . . . . . . . .   (20.0)    (36.0)
   Proceeds from sale of property. . . . . . . . . . . .     0.2       5.3
   Other, net. . . . . . . . . . . . . . . . . . . . . .     0.3       1.1
                                                          -------  --------
       Net cash used by investing activities . . . . . .   (19.5)    (29.6)

CASH FLOW FROM FINANCING ACTIVITIES
   Principal payments on long-term debt
       (including current maturities). . . . . . . . . .   (50.0)    (50.0)
   Net increase/(decrease) in notes payable. . . . . . .   (22.9)     14.5
   Treasury stock purchases. . . . . . . . . . . . . . .    (7.2)    (79.6)
   Proceeds from issuance of common stock. . . . . . . .     0.3         -
                                                          -------  --------
       Net cash used by financing activities . . . . . .   (79.8)   (115.1)
                                                          -------  --------

Effect of exchange rate changes on cash. . . . . . . . .    (1.7)     (0.5)
                                                          -------  --------

Net increase in cash and cash equivalents. . . . . . . .    11.6       0.3

Cash and cash equivalents, beginning of period . . . . .    23.0      16.0
                                                          -------  --------
Cash and cash equivalents, end of period . . . . . . . .  $ 34.6   $  16.3
                                                          =======  ========

<FN>

            See accompanying Notes to Condensed Financial Statements



                            ENERGIZER HOLDINGS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                        (DOLLARS IN MILLIONS - UNAUDITED)

NOTE  1  - The accompanying unaudited financial statements have been prepared in
accordance  with  Article  10  of  Regulation  S-X and do not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements.  In  the  opinion  of  management,  all
adjustments  considered  necessary  for  a fair presentation have been included.
Operating  results for any quarter are not necessarily indicative of the results
for  any other quarter or for the full year.  These statements should be read in
conjunction  with  the  financial  statements  and  notes  thereto for Energizer
Holdings,  Inc.  (Energizer)  for  the  year  ended  September  30,  2001.

NOTE 2 - On October 1, 2001, Energizer adopted Statement of Financial Accounting
Standards  No.  142,  "Goodwill  and  Intangible  Assets"  (SFAS 142).  SFAS 142
eliminates  the amortization of goodwill and instead requires goodwill be tested
for  impairment  at  least  annually.  Intangible  assets  deemed  to  have  an
indefinite  life under SFAS 142 are no longer amortized, but instead reviewed at
least  annually  for  impairment.  Intangible  assets  with  finite  lives  are
amortized  over  its  useful  life.

As  businesses  have been acquired in the past, Energizer has allocated goodwill
and  other  intangible  assets to reporting units within each operating segment.
Energizer's  intangible  assets  are  comprised  of  trademarks  related  to the
Energizer  name,  which are deemed indefinite-lived intangibles.  Thus beginning
in  fiscal  2002,  these  trademarks  are  no  longer  amortized.

As  part  of  the  implementation  of SFAS 142, Energizer completed transitional
tests in the first quarter of fiscal 2002, which resulted in no impairment.  The
fair  value  of  the reporting unit was estimated using the discounted cash flow
method.  Prospectively,  Energizer  will test its goodwill and intangible assets
for  impairment  as  a  part of its annual business planning cycle in the fourth
quarter  of  each  fiscal  year.

The following table represents the carrying amount of goodwill and trademarks by
segment  at  March  31,  2002:




                                                           South &
                                    North                  Central
                                  America   Asia   Europe  America   Total
                                  --------  -----  ------  -------  -------
                                                     
Goodwill . . . . . . . . . . . .     24.7    0.9      8.2      3.1    36.9
                                  ========  =====  ======  =======  =======
Trademarks - Gross . . . . . . .    413.8   23.6        -        -   437.4
Trademarks - Accum. amortization   (354.4)  (9.6)       -        -  (364.0)
                                  --------  -----  ------  -------  -------
Trademarks - Net carrying amount     59.4   14.0        -        -    73.4
                                  ========  =====  ======  =======  =======



As  required  by SFAS 142, the results for periods prior to fiscal 2002 were not
restated  in  the  accompanying  consolidated  statement  of  earnings.  A
reconciliation between net earnings and earnings per share reported by Energizer
and  net  earnings  and  earnings per share as adjusted to reflect the impact of
SFAS  142  is  provided  below.



                                                      Quarter ended       Six Months Ended
                                                      March 31, 2001      March 31, 2001
                                                      --------------        --------------
                                                                            
Net earnings:
     As reported                                           $5.6                  $59.8
     Goodwill amortization, net of tax                      3.1                    6.1
     Intangible asset amortization, net of tax              0.7                    1.5
                                                           ----                  -----
     Adjusted net earnings                                 $9.4                  $67.4
                                                           ====                  =====




                                                       Quarter ended         Six Months Ended
                                                      March 31, 2001         March 31, 2001
                                                      --------------         --------------
                                                                             
Basic earnings per share:
     As reported                                            $0.06                  $0.64
     Goodwill amortization, net of tax                       0.03                   0.07
     Intangible asset amortization, net of tax               0.01                   0.02
                                                            -----                  -----
     Adjusted net earnings                                  $0.10                  $0.73
                                                            =====                  =====

Diluted earnings per share:
     As reported                                            $0.06                  $0.63
     Goodwill amortization, net of tax                       0.03                   0.06
     Intangible asset amortization, net of tax               0.01                   0.02
                                                            -----                  -----
     Adjusted net earnings                                  $0.10                  $0.71
                                                            =====                  =====

Basic shares                                                 92.2                   93.5
Diluted shares                                               94.1                   95.0


NOTE  3  -  The Emerging Issues Task Force (EITF) issued EITF 00-10, "Accounting
for  Shipping  and Handling Fees and Costs," which provides guidance on earnings
statement  classification  of  amounts  billed  to  customers  for  shipping and
handling.  Energizer  adopted  EITF  00-10 in its fourth quarter of fiscal 2001.
Reclassification  was  necessary from net sales to cost of products sold of $8.1
and $18.6 for the quarter and six months ended March 31, 2001, respectively.  In
addition,  warehousing  costs  in selling, general and administrative expense of
$6.9  and  $16.0  for  the  quarter  and  six  months  ended  March  31,  2001,
respectively,  were  reclassified to cost of products sold.  There was no impact
to  net  earnings.

The  EITF also issued EITF 00-14 and 00-25.  EITF 00-14, "Accounting for Certain
Sales  Incentives,"  provides  guidance  on  accounting  for discounts, coupons,
rebates and free product.  EITF 00-25, "Vendor Income Statement Characterization
of  Consideration  from a Vendor to a Retailer," provides guidance on accounting
for considerations other than those directly addressed in EITF 00-14.  Energizer
adopted  EITF  00-14  and  00-25  in  its  fourth  quarter  of  fiscal  2001.
Reclassification  of $5.0 and $14.9 was necessary from advertising and promotion
expense  to  net  sales  for  the  quarter  and six months ended March 31, 2001,
respectively.  There  was  no  impact  to  net  earnings.

NOTE  4 - Energizer operations are managed via four geographic segments.  In the
past,  each  segment  has reported profit from its intersegment sales in its own
segment's results.  Changes in intersegment profit captured in inventory not yet
sold  to  outside customers were recorded in general corporate expenses.  Due to
increased  levels  of intersegment sales related to production consolidation and
in  light  of Energizer's current management objectives and structure, Energizer
believes  the  exclusion  of  intersegment  profit  in segment results is a more
appropriate  view  of  its  operating  segments.

Beginning  in  fiscal  2002,  Energizer  reports  segment results reflecting all
profit  derived  from  each  outside  customer  sale  in the region in which the
customer is located.  Profit on sales to other segments is no longer reported in
the  selling region.  As a result, segments with manufacturing capacity that are
net  exporters  to  other  segments  show lower segment profit than in the past.
Segments  that  are  net importers of Energizer manufactured product show higher
segment  profit  than  in  the  past.

This  new  structure is the basis for the Company's reportable operating segment
information  disclosed  below.  Segment  performance  is  evaluated  based  on
operating  profit,  exclusive  of  general  corporate  expenses,  research  and
development  expenses,  restructuring  charges  and amortization of goodwill and
intangibles.  Financial  items, such as interest income and expense, are managed
on  a  global  basis  at  the  corporate  level.




                             FOR THE QUARTER ENDED MARCH 31,
                             -------------------------------
                                             
                                      2002         2001
                                ----------    ----------
NET SALES
     North America . . . . . .  $    184.2    $    189.0
     Asia Pacific. . . . . . .        75.3          78.1
     Europe. . . . . . . . . .        58.5          56.8
     South & Central America .        21.7          31.1
                                ----------    ----------
               Total Net Sales  $    339.7        $355.0
                                ==========    ==========

                             FOR THE SIX MONTHS ENDED MARCH 31,
                             ----------------------------------
                                      2002         2001
                                ----------    ----------
NET SALES
     North America . . . . . .  $    536.1    $    513.7
     Asia Pacific. . . . . . .       158.3         178.3
     Europe. . . . . . . . . .       153.6         146.1
     South & Central America .        59.4          76.2
                                ----------     ---------
               Total Net Sales  $    907.4    $    914.3
                                ==========    ==========







                                                       FOR THE QUARTER ENDED MARCH 31,
                                                     ---------------------------------
                                                                      
                                                              2002           2001
                                                           ---------       -------
PROFITABILITY
     North America. . . . . . . . . . . . . . . . . . . .  $   43.2        $ 37.2
     Asia Pacific . . . . . . . . . . . . . . . . . . . .      15.0          14.7
     Europe . . . . . . . . . . . . . . . . . . . . . . .      (0.8)         (4.3)
     South and Central America. . . . . . . . . . . . . .       1.8           2.1
                                                           ---------       -------
        TOTAL SEGMENT PROFITABILITY . . . . . . . . . . .  $   59.2        $ 49.7

     General corporate and other expenses . . . . . . . .     (13.3)        (14.1)
     Research and development expense . . . . . . . . . .      (9.1)        (11.1)
                                                          ----------       -------
        Operating profit before unusual items
         and amortization . . . . . . . . . . . . . . . .      36.8          24.5
     Provisions for restructuring and other related costs      (4.5)            -
     Amortization of intangibles. . . . . . . . . . . . .         -          (5.7)
     Interest and other financial items . . . . . . . . .      (5.5)         (9.3)
                                                           ---------       --------
        Total earnings before income taxes. . . . . . . .  $   26.8        $  9.5
                                                           =========       ========







                                                         FOR THE SIX MONTHS ENDED MARCH 31,
                                                         ----------------------------------
                                                                       
                                                                2002         2001
                                                               ------      -------
PROFITABILITY
     North America. . . . . . . . . . . . . . . . . . . .   $  160.9     $   126.2
     Asia Pacific . . . . . . . . . . . . . . . . . . . .       36.6          39.5
     Europe . . . . . . . . . . . . . . . . . . . . . . .        7.4           0.4
     South and Central America. . . . . . . . . . . . . .        7.4          10.8
                                                           ---------     ---------
        TOTAL SEGMENT PROFITABILITY . . . . . . . . . . .  $   212.3     $   176.9

     General corporate and other expenses . . . . . . . .      (28.5)        (20.5)
     Research and development expense . . . . . . . . . .      (18.3)        (22.6)
                                                           ----------    ----------
        Operating profit before unusual items
         and amortization . . . . . . . . . . . . . . . .      165.5         133.8
     Provisions for restructuring and other related costs       (8.5)            -
     Amortization of intangibles. . . . . . . . . . . . .          -         (11.3)
     Interest and other financial items . . . . . . . . .      (13.0)        (20.3)
                                                           ----------    ----------
        Total earnings before income taxes. . . . . . . .  $   144.0     $   102.2
                                                           ==========    ==========






                           FOR THE QUARTER ENDED MARCH 31,
                           -------------------------------
                                       
NET SALES BY PRODUCT LINE          2002     2001
- -------------------------          ----     ----
   Alkaline Batteries . .       $ 211.6   $ 217.9
   Carbon Zinc Batteries.          58.4      63.0
   Lighting Products. . .          22.8      26.4
   Miniature Batteries. .          18.3      17.4
   Other. . . . . . . . .          28.6      30.3
                                -------    ------
          Total Net Sales       $ 339.7   $ 355.0
                                =======   =======

                           FOR THE SIX MONTHS ENDED MARCH 31,
                           ----------------------------------
NET SALES BY PRODUCT LINE          2002     2001
- -------------------------          ----     ----
   Alkaline Batteries . .       $ 632.2   $ 613.2
   Carbon Zinc Batteries.         125.0     146.6
   Lighting Products. . .          55.0      58.6
   Miniature Batteries. .          34.9      34.0
   Other. . . . . . . . .          60.3      61.9
                                -------    ------
          Total Net Sales       $ 907.4   $ 914.3
                                =======    ======


NOTE  5  -  Basic  earnings  per  share is based on the average number of common
shares  outstanding  during  the period.  Diluted earnings per share is based on
the  average number of shares used for the basic earnings per share calculation,
adjusted  for  the  dilutive  effect  of  stock  options  and  restricted  stock
equivalents.

The following table sets forth the computation of basic and diluted earnings per
share  for  the  quarter  and  six  months  ended  March  31,  2002  and  2001,
respectively.





                                                           Quarter Ended  Six Months Ended
                                                             March 31,       March 31,
                                                            2002   2001   2002   2001
                                                            -----  -----  -----  -----
                                                                      
Numerator:
     Numerator for basic and dilutive earnings per share -
     Net earnings. . . . . . . . . . . . . . . . . . . . .  $20.0  $ 5.6  $90.4  $59.8

Denominator:
     Denominator for basic earnings per share -
          Weighted average shares. . . . . . . . . . . . .   91.4   92.2   91.5   93.5

     Effect of dilutive securities
          Stock Options. . . . . . . . . . . . . . . . . .    0.8    1.4    0.5    1.0
          Restricted Stock Equivalents . . . . . . . . . .    0.6    0.5    0.6    0.5
                                                            -----  -----  -----  -----
                                                              1.4    1.9    1.1    1.5
     Denominator for dilutive earnings per share -
          Weighted-average shares and assumed conversions.   92.8   94.1   92.6   95.0
                                                            =====  =====  =====  =====

Basic earnings per share . . . . . . . . . . . . . . . . .  $0.22  $0.06  $0.99  $0.64

Diluted earnings per share . . . . . . . . . . . . . . . .  $0.21  $0.06  $0.98  $0.63



NOTE  6  -  The following table reconciles as reported net earnings and earnings
per  share  to  earnings  and  earnings  per  share  excluding  unusual  items.




                                                     Quarter Ended  Six Months Ended
                                                        March 31,       March  31,
                                                       2002   2001    2002   2001
                                                       -----  -----  ------  -----
Net Earnings:
                                                                 
As reported . . . . . . . . . . . . . . . . . . . . .  $20.0  $ 5.6  $ 90.4  $59.8
Provisions for restructuring & related costs (Note 7)    2.9      -     5.8      -
Accounts receivable write-down (Note 8) . . . . . . .    6.1      -     6.1      -
Amortization (Note 2) . . . . . . . . . . . . . . . .      -    3.8       -    7.6
                                                       -----  -----  ------  -----
Net earnings excluding unusual items. . . . . . . . .  $29.0  $ 9.4  $102.3  $67.4
                                                       =====  =====  ======  =====

Basic Earnings Per Share:
As reported . . . . . . . . . . . . . . . . . . . . .  $0.22  $0.06  $ 0.99  $0.64
Provisions for restructuring & related costs. . . . .   0.03      -    0.06      -
Accounts receivable write-down. . . . . . . . . . . .   0.07      -    0.07      -
Amortization. . . . . . . . . . . . . . . . . . . . .      -   0.04       -   0.09
                                                       -----  -----  ------  -----
Basic earnings per share excluding unusual items. . .  $0.32  $0.10  $ 1.12  $0.73
                                                       =====  =====  ======  =====

Diluted Earnings Per Share:
As reported . . . . . . . . . . . . . . . . . . . . .  $0.21  $0.06  $ 0.98  $0.63
Provisions for restructuring & related costs. . . . .   0.03      -    0.06      -
Accounts receivable write-down. . . . . . . . . . . .   0.07      -    0.07      -
Amortization. . . . . . . . . . . . . . . . . . . . .      -   0.04       -   0.08
                                                       -----  -----  ------  -----
Diluted earnings per share excluding unusual items. .  $0.31  $0.10  $ 1.11  $0.71
                                                       =====  =====  ======  =====


NOTE  7  -  In  March 2002, Energizer adopted a restructuring plan to reorganize
certain European selling affiliates.  The plan will involve terminating up to 75
sales and administrative employees resulting in a provision for restructuring of
$6.0  to  $8.0,  pre-tax.  During  the  quarter  ended March 31, 2002, Energizer
recorded  a  provision  for restructuring related to the plan described above of
$4.5 pre-tax or $2.9 after-tax.  The remaining cost of the plan will be recorded
in  the  second  half  of  fiscal  2002.

As  part  of restructuring plans announced in the fourth quarter of fiscal 2001,
Energizer ceased production and terminated substantially all of its employees at
its Mexican carbon zinc production facility in the first quarter of fiscal 2002,
as  well  as  continuing  execution  of  other restructuring actions.  Energizer
recorded  provisions for restructuring of $1.4 pre-tax, as well as related costs
for  accelerated  deprecation  and inventory obsolescence of $2.6 pre-tax, which
was  recorded  in  cost  of  products  sold in the first quarter of fiscal 2002.
Total  provisions for restructuring and related costs were $4.0 pre-tax, or $2.9
after-tax,  in  the  first  quarter  of  fiscal  2002.

As  of  March  31, 2002, 509 of a total of 570 employees have been terminated in
connection  with  the  2001  plans, with four terminated in the current quarter.
Activities  impacting  the  restructuring  reserve,  which are recorded in other
current  liabilities  on  the  Consolidated Balance Sheet, during the six months
ended  March  31,  2002,  are  presented  in  the  following  table:





                      Beginning                      Ending
                      Balance  Provision  Activity   Balance
                      -------  ---------  ---------  -------
2002 PLAN
- --------------------
                                         

Termination benefits        -        3.6         -       3.6
Other cash costs . .        -        0.9         -       0.9
                      -------  ---------  ---------  -------
Total. . . . . . . .        -        4.5         -       4.5
                      =======  =========  =========  =======

2001 PLAN
- --------------------
Termination benefits      5.3        0.9      (5.0)      1.2
Other cash costs . .      3.9        0.5      (1.9)      2.5
                      -------  ---------  ---------  -------
Total. . . . . . . .      9.2        1.4      (6.9)      3.7
                      =======  =========  =========  =======

TOTAL
- --------------------
Termination benefits      5.3        4.5      (5.0)      4.8
Other cash costs . .      3.9        1.4      (1.9)      3.4
                      -------  ---------  ---------  -------
Total. . . . . . . .      9.2        5.9      (6.9)      8.2
                      =======  =========  =========  =======


NOTE  8-  On January 23, 2002, Kmart filed for Chapter 11 bankruptcy protection.
At  March  31,  2002,  Energizer's Special Purpose Entity (SPE) had pre-petition
accounts  receivable  from  Kmart Corporation of $20.0.  In the current quarter,
Energizer  recorded  a  charge  related its such receivables of $10.0 pre-tax or
$6.1  after-tax.  It  is not yet known what portion, if any, of the balance will
be  collected.  Recovery  of  less  than  $10.0  of pre-petition receivables may
result  in  additional  charges  in  the  future.

NOTE  9  -  The components of total comprehensive income for the quarter and six
months  ended  March 31, 2002 and 2001, respectively, are shown in the following
table:





                                         Quarter Ended March 31,
                                                  
                                               2002     2001
                                            --------  -------
Net earnings . . . . . . . . . . . . . . .  $   20.0   $  5.6
Other comprehensive income items:
- - Foreign currency translation adjustments      (5.4)   (12.1)
                                            --------  -------
Total comprehensive income . . . . . . . .  $   14.6    ($6.5)
                                            =========  =======





                                         Six Months Ended March 31,

                                             2002       2001
                                            -------    ------
                                                   
Net earnings . . . . . . . . . . . . . . .  $ 90.4     $59.8
Other comprehensive income items:
- - Foreign currency translation adjustments   (13.1)     (9.8)
- - Foreign currency translation adjustments
   related to elimination of one month
   reporting lag . . . . . . . . . . . . .       -      (4.4)
- - Minimum pension liability adjustment,
   net of taxes of $.3 . . . . . . . . . .    (0.3)        -
                                            -------    ------
Total comprehensive income . . . . . . . .  $ 77.0     $45.6
                                            =======    ======



NOTE  10  -  Energizer  has an agreement to sell, on an ongoing basis, a pool of
domestic  trade  accounts  receivable  to  a  wholly  owned  bankruptcy-remote
subsidiary of Energizer. The subsidiary qualifies as an SPE, under SFAS No. 140,
"Accounting  for Transfers and Servicing of Financial Assets and Extinguishments
of  Liabilities."  The SPE's sole purpose is the acquisition of receivables from
Energizer  and  the  sale  of its interests in the receivables to a multi-seller
receivables  securitization  company.  The SPE is not consolidated for financial
reporting  purposes.  Energizer's  investment  in the SPE is classified as Other
Current  Assets on the Consolidated Balance Sheet as disclosed in Note 11 below.





                                  March 31, 2002  September 30, 2001  March 31, 2001
                                  --------------  ------------------  --------------
                                                                  
Total outstanding accounts
receivable sold to SPE.              134.5             184.1              153.1

Cash received by SPE from
sale of receivables to third party       -              86.2               74.0

Subordinated retained interest . .   134.5              97.9               79.1

Energizer's investment in SPE. . .   134.5              97.9               79.1


Absent  the sale treatment required for the SPE, Energizer's balance sheet would
reflect  additional  accounts  receivable, notes payable and lower other current
assets  as  follows:





                                March 31, 2002  September 30, 2001  March 31, 2001
                                --------------  ------------------  --------------
                                                           
Additional accounts receivable       134.5             184.1             153.1

Additional notes payable . . .           -              86.2              74.0

Lower other current assets . .       134.5              97.9              79.1



NOTE  11-  Other  Current  Assets  consist  of  the  following:





                                                           
                              March 31, 2002   September 30, 2001   March 31, 2001
                              ---------------  -------------------  ---------------
Investment in SPE. . . . . .  $         134.5  $              97.9  $          79.1
Miscellaneous receivables. .             22.1                 25.3             28.3
Deferred income tax benefits             44.9                 46.3             39.0
Prepaid expenses . . . . . .             36.3                 39.8             38.3
Other current assets . . . .              0.1                  0.6              0.6
                              ---------------  -------------------  ---------------
                              $         237.9  $             209.9  $         185.3
                              ===============  ===================  ===============



NOTE  12-  Other  Assets  consist  of  the  following:





                                                                
                                   March 31, 2002   September 30, 2001   March 31, 2001
                                   ---------------  -------------------  ---------------
Goodwill. . . . . . . . . . . . .  $          36.9  $              38.1  $         159.1
Other intangible assets . . . . .             73.4                 72.7             76.7
Pension asset . . . . . . . . . .            111.6                106.2            107.4
Other assets and deferred charges             19.4                 21.2             23.1
                                   ---------------  -------------------  ---------------
                                   $         241.3  $             238.2  $         366.3
                                   ===============  ===================  ===============


NOTE  13-  Other  Liabilities  consist  of  the  following:





                                                                
                                   March 31, 2002   September 30, 2001   March 31, 2001
                                   ---------------  -------------------  ---------------
Postretirement benefits liability  $          92.2  $              91.7  $          89.7
Other non-current liabilities . .             79.7                 77.8             77.0
                                   ---------------  -------------------  ---------------
                                   $         171.9  $             169.5  $         166.7
                                   ===============  ===================  ===============



NOTE  14-  In  September  2000,  Energizer's Board of Directors approved a share
repurchase  plan  authorizing  the  repurchase  of  up  to  5  million shares of
Energizer's  common  stock.  As  of  March  31,  2002,  Energizer  has purchased
approximately  4.2  million  shares  under  the  authorization.

NOTE  15-  The  FASB  issued  SFAS  No.  143,  "Accounting  for Asset Retirement
Obligations."  SFAS  143  addresses  financial  accounting  and  reporting  for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs. Energizer is required to adopt SFAS 143 no
later than the first quarter of fiscal 2003, although early adoption is allowed.
Energizer  determined  that  SFAS  143  would  not have a material effect on its
financial  statements.

The  FASB  issued  SFAS  No.  144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," which provides guidance on the accounting for the impairment
or  disposal  of  long-lived assets.  Energizer is required to adopt SFAS 144 no
later than the first quarter of fiscal 2003, although early adoption is allowed.
Energizer  determined  that  SFAS  144  would  not have a material effect on its
financial  statements.

The  FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment  of  FASB  Statement  No.  13,  and  Technical Corrections."  SFAS 145
updates,  clarifies and simplifies existing accounting pronouncements. Energizer
is  required  to  adopt SFAS 145 no later than the first quarter of fiscal 2003,
although  early  adoption  is allowed.  Energizer determined that SFAS 145 would
not  have  a  material  effect  on  its  financial  statements.



                            ENERGIZER HOLDINGS, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL INFORMATION
                              (DOLLARS IN MILLIONS)


HIGHLIGHTS  /  OPERATING  RESULTS
     Net earnings for the six months ended March 31, 2002 were $90.4 or $.99 per
basic  share  and  $.98  per  diluted share compared to $59.8, or $.64 per basic
share  and  $.63  per  diluted  share  for  the same six month period last year.
Included  in the current six month net earnings are restructuring provisions and
related  costs  of  $5.8  after taxes, or $.06 per share and a charge related to
Kmart  accounts  receivable  of  $6.1 after taxes, or $.07 per share.  The prior
year  six  month  period  includes amortization expense that would not have been
amortized  under SFAS 142, of $7.6 after taxes, or $.09 per basic share and $.08
per  diluted  share.  Due to the adoption of SFAS 142 at the beginning of fiscal
2002  as described in Note 2 to the Condensed Financial Statements, amortization
expense was discontinued beginning in fiscal 2002.  Adjusting for these items in
both  six month periods, net earnings would have been $102.3, or $1.12 per basic
share  and  $1.11  per diluted share in the current period compared to $67.4, or
$.73  per  basic  share  and  $.71  per  diluted  share  last  year.

     For  the  quarter ended March 31, 2002, net earnings were $20.0 or $.22 per
basic  share  and $.21 per diluted share compared to $5.6, or $.06 per share for
the  quarter  ended March 31, 2001. Included in the current quarter net earnings
are restructuring provisions of $2.9 after taxes, or $.03 per share and a charge
related to Kmart accounts receivable of $6.1 after taxes, or $.07 per share. The
prior  year  quarter  includes amortization expense as described in the previous
paragraph  of  $3.8,  or  $.04  per  share.  Adjusting  for  these items in both
quarters,  net  earnings would have been $29.0, or $.32 per basic share and $.31
per diluted share in the current quarter compared to $9.4, or $.10 per share for
the  prior  year  quarter. Note 6 summarizes the earnings and earnings per share
excluding  unusual  items  for  the  current  and  prior six months and quarter.

     Net  sales  for  the  six months ended March 31, 2002 decreased $6.9 or 1%,
with  decreases  in  the  Asia  Pacific  and  South and Central America regions,
partially offset by increases in North America and Europe.  For the quarter, net
sales decreased $15.3, or 4% with lower sales in all regions except Europe.  See
the  following  section  for  comments  on  sales  changes  by  segment.

     Gross  margin  for  the  six  months increased $14.5 or 4% reflecting lower
product  cost  rates,  partially  offset  by the impact of lower sales.  For the
quarter,  gross  margin decreased $.5, with lower product costs more than offset
by  the  impact of lower sales.  Gross margin percentage improved 2.0 percentage
points  to  45.5%  for the current six months and 1.7 percentage points to 44.1%
for  the  quarter, primarily due to lower product costs.  For the six months and
quarter,  all  geographic segments benefited from lower product costs reflecting
lower  material  and  variable  costs,  the  impact  of restructuring activities
undertaken  in  the  fourth quarter of 2001, and improved plant operating levels
compared  to  last  year.

     Selling,  general  and administrative expenses decreased $15.3 or 9% in the
six  months  and  $13.5 or 15% in the quarter due to the absence of amortization
expense and lower overheads in all regions, partially offset by the $10.0 charge
related  to  Kmart  accounts  receivable  and, in the six months, higher general
corporate expense.  Selling, general and administrative expenses as a percent of
sales  was  17.7% and 23.4% in the current six months and quarter, respectively,
compared  to  19.3%  and  26.2%  in  the  same periods a year ago, respectively.

     Advertising and promotion expense declined $6.3 or 8% in the six months and
$3.0, or 11% in the quarter primarily on decreases in North America. Advertising
and  promotion as a percent of sales was 7.8% and 7.2% in the current six months
and  quarter, respectively, compared to 8.4% and 7.7% in the same periods a year
ago,  respectively.

SEGMENT  RESULTS
     Energizer  Holdings,  Inc.  (Energizer)  operations  are  managed  via four
geographic  segments.  In  the  past,  each segment has reported profit from its
intersegment  sales  in  its own segment results. Changes in intersegment profit
captured  in  inventory  and  not yet sold to outside customers were recorded in
general  corporate  expenses.  Due  to  increased  levels  of intersegment sales
related  to  production  consolidation  and  in  light  of  Energizer's  current
management  objectives  and  structure,  Energizer  believes  the  exclusion  of
intersegment  profit  in  segment  results  is  a  more  appropriate view of its
operating  segments.

     Beginning  in fiscal 2002, Energizer reports segment results reflecting all
profit  derived  from  each  outside  customer  sale  in the region in which the
customer is located.  Profit on sales to other segments is no longer reported in
the  selling region.  As a result, segments with manufacturing capacity that are
net  exporters  to  other  segments  show lower segment profit than in the past.
Segments  that  are  net importers of Energizer manufactured product show higher
segment  profit  than  in  the  past.

     This  structure  is  the basis for Energizer's reportable operating segment
information,  as  included  in  the  tables in Note 4 to the Condensed Financial
Statements  for  the  quarter  and  six  months  ended  March 31, 2002 and 2001.

North  America
     Net  sales for North America were $536.1 for the six months ended March 31,
2002, an increase of $22.4 or 4%, on higher alkaline volume, partially offset by
unfavorable  pricing  and  product  mix  reflecting intense competition and high
promotional  activity,  primarily  in  the  first  quarter.  For the six months,
alkaline  volume  increased  8%  versus  the  same  period  last  year.

     For  the  current  quarter, sales decreased $4.8, or 3% as lower volume was
partially  offset  by  favorable  pricing  and product mix. Alkaline unit volume
declined  5%  for the current quarter primarily due to a large customer delaying
orders pending a packaging change, partially offset by higher unit volume in the
remainder  of  the  business.  The current quarter reflects modest reductions in
promotional  levels compared to the same quarter last year and the first quarter
of  this  year.

     A. C. Nielsen reported the overall battery category sales value declined 4%
in  the  quarter while Energizer's battery sales value declined 7%.  However, A.
C.  Nielsen  captures  data  from  less  than  50%  of  the total retail market.
Energizer estimates total retail consumption of its battery products was down 1%
for  the  quarter  as increases in non-Nielsen measured retailers' nearly offset
declines  in  Nielsen  measured  channels.

     Energizer estimates sales to its retail customers in the U.S. lagged retail
consumption  by  8  to 10% during the third quarter of fiscal 2001 due to excess
inventory  in the retail pipeline. We do not believe such excess exists at March
31,  2002.

     Gross  margin  increased  $24.2  for  the six months, primarily on improved
product  cost  reflecting  lower  material and other variable costs and improved
plant operating levels, as well as higher sales.  Segment profit increased $34.7
or  27%  in  the  six  months  on  higher  gross  margin  and lower overhead and
advertising expense, partially offset by a $10.0 provision for doubtful accounts
receivable from Kmart.  Favorable costs for the six months reflect the impact of
restructuring  actions  that  began  in  the  fourth  quarter  of  fiscal  2001.

     For  the  quarter,  gross  margin  increased  $5.5 on favorable pricing and
product  mix and lower product cost. Segment profit increased $6.0 or 16% in the
quarter  on  lower  overhead  and  advertising  expense and higher gross margin,
partially  offset  by  the  $10.0  provision  for  doubtful  accounts receivable
described  above.

Asia  Pacific
     Net  sales  for Asia Pacific were $158.3 for the six months ended March 31,
2002,  a  decrease  of  $20.0, or 11%.  Lower volume, primarily carbon zinc, and
unfavorable  currency  impacts of $7.4 were partially offset by improved pricing
and  product  mix.  Carbon  zinc volume declined 14%, as a number of key markets
continue  to experience unfavorable economic conditions.  For the quarter, sales
were  $75.3,  a  decrease  of  $2.8  or 4%, due to unfavorable currency impacts,
partially  offset  by  favorable  pricing  and  product mix.  The impact of unit
volume  on  sales  was  nearly  flat  for  the quarter as continuing carbon zinc
declines  were  offset  by  improved  alkaline  volume.

     Segment  profit decreased $2.9, or 7% for the six months, and increased $.3
or  2%  for  the  quarter  as lower sales were more than offset by lower product
costs  and  higher  prices.

Europe
     Net  sales  for Europe were $153.6 for the six months ended March 31, 2002,
an  increase  of  $7.5,  or  5%  on  improved pricing and product mix and higher
alkaline volume, partially offset by lower carbon zinc volume.  For the quarter,
sales were $58.5, an increase of $1.7, or 3% as improved pricing and product mix
was  partially  offset  by  unfavorable  currency  impacts.

     Segment  results improved $7.0 for the six months and improved $3.5 for the
quarter  on  higher sales and lower product and overhead costs, partially offset
by  unfavorable  currency  effects.

South  and  Central  America
     Net  sales for South and Central America for the six months ended March 31,
2002  were  $59.4,  a  decrease of $16.8, or 22% on lower volume and unfavorable
currency  effects  of $6.1, partially offset by higher prices.  For the quarter,
net  sales  declined  $9.4, or 30% on lower volume and currency effects of $5.4,
partially offset by higher prices.  Alkaline and carbon zinc volumes declined by
17%  and  13%,  for the six months and 22% and 8% for the quarter, respectively.
Lower sales in Argentina accounted for about 75% of the sales decline in the six
months  and quarter.  In the first quarter, Energizer took deliberate actions to
reduce  sales  and  accounts  receivable  in  Argentina  in  anticipation of the
currency  devaluation.  In the second quarter, following devaluation, demand has
declined  sharply,  however  Energizer  has  maintained  its  market  share.

     Segment  profit  decreased  $3.4 million for the six months and $.3 for the
quarter  as lower sales were nearly offset by lower overheads, higher prices and
lower  product  costs.  Cost  and  currency  management initiatives in Argentina
mitigated  a  portion  of  the  impact  of  the  negative  economic  situation.

     Future  sales  and  segment profit for the South and Central America region
will  be  significantly impacted by economic and market conditions in Argentina,
which  accounted  for approximately 30% of South and Central America's net sales
for  the  fiscal  year  ended  September  30,  2001.

OTHER  COSTS  AND  EXPENSES

General  Corporate  and  Other  Expenses
     Corporate  and  other  expenses  increased $8.0 to $28.5 for the six months
ended  March  31,  2002, reflecting higher compensation costs related to company
performance and stock price, and lower royalty income, partially offset by lower
management  costs.  For  the quarter, corporate and other expenses decreased $.8
to  $13.3  on  lower  management  costs.

Research  and  Development  Expenses
     Research and development expense decreased $4.3 and $2.0 in the current six
months  and  quarter ended March 31, 2002, respectively, as Energizer focused on
new  and  improved  products  for  retail  applications  and reduced spending on
products  designed  for  industrial  applications.

Restructuring  Activity
     In March 2002, Energizer adopted a restructuring plan to reorganize certain
European  selling  affiliates.  The plan will involve terminating up to 75 sales
and  administrative employees resulting in a provision for restructuring of $6.0
to  $8.0, pre-tax. During the quarter ended March 31, 2002, Energizer recorded a
pre-tax provision for restructuring related to the plan described above of $4.5.
The  remaining  cost  of  the plan will be recorded in the second half of fiscal
2002.  Cost savings from the plan are expected to be $2.0 to $2.5 in fiscal 2003
and  $4.5  to  $5.0,  annually,  in  fiscal  2004  and  thereafter.

     As  part  of  the  restructuring  plans  announced in the fourth quarter of
fiscal  2001,  Energizer recorded provisions for restructuring of $1.4, pre-tax,
as well as related costs for accelerated depreciation and inventory obsolescence
of  $2.6,  pre-tax  in  the  current  six months, which are reflected in cost of
products  sold.

     Total  provisions  for  restructuring  and related costs were $8.5 pre-tax,
$5.8  after-tax  and  $.06 per share in the current six months. Total provisions
for  restructuring for the current quarter were $4.5 pre-tax, $2.9 after-tax and
$.03  per  share.

     Activities  impacting the restructuring reserve during the six months ended
March  31,  2002  are presented in Note 7 to the Condensed Financial Statements.

Goodwill  and  Intangible  Amortization
     Energizer  adopted  SFAS No. 142, "Goodwill and Other Intangible Assets" as
of October 1, 2001.  As a result, Energizer no longer amortizes its goodwill and
intangible  assets,  which  consist  of tradenames.  See Note 2 to the Condensed
Financial  Statements  for  further  discussion.

Interest  Expense  and  Other  Financing  Costs
     Interest  expense  decreased  $7.2  and $3.5 for the current six months and
quarter  ended March 31, 2002, respectively, reflecting lower average borrowings
at  lower  average  interest rates.  Other financing costs decreased $.1 and $.3
for  the  current  six  months  and  quarter,  respectively,  as unfavorable net
currency  exchange, primarily in Argentina, was nearly offset by lower discounts
on  the  sale  of  accounts  receivable  under  a  financing  arrangement.

Income  Taxes
     Income  taxes,  which  include federal, state and foreign taxes, were 37.2%
for  the current six months, compared to a tax rate of 41.5% for the same period
last  year.  The  improvement  in  the  tax  rate  for  the  six-month period is
primarily due to the absence of the unfavorable impact of goodwill amortization,
lower  operating  losses  in certain foreign jurisdictions with no corresponding
tax  benefit  and  lower  taxes  on  the  repatriation  of  foreign  earnings.

     For  the current quarter, income taxes were 25.4% compared to 41.5% for the
same  period  last year. The improvement in the tax rate for the current quarter
includes  the  reduction  necessary  to bring the tax rate for the six months in
line  with  expectations  of  the  tax  rate  for  the  full  year.

FINANCIAL  CONDITION
     Cash  flow  from  operations  was $112.6 for the six months ended March 31,
2002  compared  to  $145.5  of  cash flow from operations for the same period in
fiscal  2001.  The  decrease  in  cash flow from operations was primarily due to
reductions  in  accounts  receivable  sold to an outside party under a financing
arrangement.  Capital  expenditures  totaled  $20.0 and $36.0 for the six months
ended March 31, 2002 and 2001, respectively.  Energizer purchased 399,200 shares
of  treasury  stock  in  the  six  months  ended  March  31,  2002  for  $7.2.

     Working  capital  was  $321.5  at  March  31,  2002  compared  to $288.1 at
September  30, 2001, primarily reflecting seasonal increases. Working capital at
March 31, 2002 compared to $342.3 at March 31, 2001 reflects lower inventory and
higher  accrued  liabilities  that were offset by lower notes payable and higher
investment  in  Energizer's  Special Purpose Entity (SPE). See below for further
discussion on the SPE. Energizer's total debt decreased from $464.8 at March 31,
2001  to  $335.3 at September 30, 2001 to $260.4 at March 31, 2002 as the excess
cash  generated  from  operations  was  used  to  pay  down  debt.

     Energizer  believes  that cash flows from operating activities and periodic
borrowings  under existing credit facilities will be adequate to meet short-term
and long-term liquidity requirements prior to the maturity of Energizer's credit
facilities,  although  no  guarantee  can  be  given  in  this  regard.

Special  Purpose  Entity
     Energizer  generates  accounts  receivable  from  its customers through the
ordinary  course of business.  Substantially all accounts receivable in the U.S.
are routinely sold to Energizer Receivables Funding Corporation (the SPE), which
is  a  wholly  owned, bankruptcy remote subsidiary of Energizer.  The SPE's only
business  activities  relate  to  acquiring and selling interests in Energizer's
receivables, and it is used as an additional source of liquidity.  The SPE sells
an  undivided  percentage ownership interest in each individual receivable to an
unrelated  party  (the Conduit) and uses the cash collected on these receivables
to  purchase  additional  receivables  from  Energizer.

     The  trade  receivables  sale  facility  represents  "off-balance  sheet
financing,"  since  the  Conduit's  ownership  interest  in  the  SPE's accounts
receivable  results  in assets being removed from our balance sheet, rather than
resulting  in  a  liability to the Conduit. Upon the facility's termination, the
Conduit  would  be  entitled  to  all  cash  collections  on  the SPE's accounts
receivable  until  its  purchased  interest  has  been  repaid.

     The  terms  of  the  agreements  governing  this  facility  qualify  trade
receivables  sale  transactions  for  "sale  treatment" under generally accepted
accounting  principles  in  the  United States of America. As such, Energizer is
required  to  account  for  the SPE's transactions with the Conduit as a sale of
accounts  receivable  instead  of  reflecting  the  Conduit's  net investment as
long-term  debt  with a pledge of accounts receivable as collateral. Absent this
"sale  treatment,"  Energizer's  balance sheet would reflect additional accounts
receivable  and  short-term  debt  and  lower  other current assets. See further
discussion  in  Note  10.

MARKET  RISK
     Energizer  has  interest  rate  risk  with  respect  to interest expense on
variable  rate  debt.  A  hypothetical  10% adverse change in all interest rates
would  have  had an annual unfavorable impact of $.3 on Energizer's net earnings
and  cash  flows  based  upon  current  debt  levels.

     During  the  current  quarter, Energizer contributed $8.4 of capital to its
Argentine  subsidiary,  sufficient  to  repay all its U.S. dollar liabilities in
order  to  mitigate  exposure  to  further  currency  exchange  losses.

     On  January  23,  2002,  Kmart  Corporation filed for Chapter 11 bankruptcy
protection.  At  March  31,  2002,  Energizer's  SPE  had  pre-petition accounts
receivable  from  Kmart  of  $20.0. In the current quarter, Energizer recorded a
charge  related to its receivables of $10.0 pre-tax or $6.1 after-tax. It is not
yet  known  what  portion, if any, of the balance will be collected. Recovery of
less  than $10.0 of pre-petition receivables may result in additional charges in
the  future.

CRITICAL  ACCOUNTING  POLICIES
     Energizer  identified  the  policies  below  as  critical  to  its business
operations  and  the  understanding of its results of operations.  The following
discussion  is  presented  as recommended by Financial Reporting Release No. 60,
"Cautionary  Advice  Regarding  Disclosure  About Critical Accounting Policies."
The  impact  and  any associated risks related to these policies on its business
operations  is  discussed  throughout  Management's  Discussion  and Analysis of
Financial  Condition  and  Results  of Operations where such policies affect the
reported  and  expected  financial  results.

     Preparation  of  the  financial  statements  in  conformity  with generally
accepted  accounting  principles  in  the  United  States  of  America  requires
Energizer  to make estimates and assumptions that affect the reported amounts of
assets  and liabilities, disclosure of contingent assets and liabilities and the
reported  amounts  of  revenues  and  expenses.  On an on-going basis, Energizer
evaluates  its  estimates,  including  those  related  to  customer programs and
incentives, product returns, bad debts, inventories, intangible assets and other
long-lived  assets,  income taxes, financing operations, restructuring, pensions
and  other  postretirement  benefits,  and  contingencies.  Actual results could
differ  from those estimates. This listing is not intended to be a comprehensive
list  of  all  of  Energizer's  accounting  policies.

- -     Revenue  recognition  -  Energizer  provides  its  customers  a variety of
programs  designed  to  promote  sales  of  its  products, many of which require
periodic  payments  and  allowances  based  on  estimated  results  of  specific
programs.  Such  payments  and  allowances  are  recorded  as a reduction to net
sales.  Energizer  accrues  at the time of sale the estimated total payments and
allowances  associated  with  each sale and continually assesses the adequacy of
accruals  for  program costs not yet paid.  To the extent total program payments
differ  from  estimates,  adjustments  may  be  necessary.

- -     Allowance  for  Doubtful  Accounts  - Energizer maintains an allowance for
doubtful  accounts receivable for estimated losses resulting from customers that
are  unable  to  meet  their  financial obligations.  The financial condition of
specific customers is considered when establishing the allowance.  Provisions to
increase  the  allowance  for doubtful accounts are included in selling, general
and  administrative  expenses.  If  actual  bad  debt  losses  exceed estimates,
additional provisions may be required in the future.  If a large customer cannot
meet  its payment terms, Energizer may incur a significant loss, as was the case
with  Kmart  in  the  current  quarter.

- -     Pension  Plans  and  Other  Postretirement Benefits - The determination of
Energizer's obligation and expense for pension and other postretirement benefits
is dependent on certain assumptions developed by Energizer and used by actuaries
in  calculating  such  amounts.  Assumptions include, among others, the discount
rate,  future salary increases and the expected long-term rate of return on plan
assets.  Actual  results  that  differ from assumptions made are accumulated and
amortized  over  future  periods  and  therefore,  generally  affect Energizer's
recognized  expense and recorded obligation in such future periods.  Significant
differences  in  actual  experience  or  significant  changes in assumptions may
materially  affect  pension  and  other  postretirement  obligations.

- -     Valuation  of  long-lived  assets  -  Energizer periodically evaluates its
long-lived  assets,  including  goodwill  and  intangible  assets, for potential
impairment  indicators.  Judgments  regarding  the  existence  of  impairment
indicators  are  based  on  legal  factors,  market  conditions  and operational
performance.  Future  events could cause Energizer to conclude that impairment
indicators  exist.  Energizer uses the discounted cash flows method to determine
if  impairment  exists.  This  requires management to make assumptions regarding
future  income,  working capital and discount rates, which affect the impairment
calculation.

- -     Income taxes - Energizer estimates income taxes and the income tax rate in
each  jurisdiction that it operates.  This involves estimating taxable earnings,
specific  taxable  and deductible items, the likelihood of generating sufficient
future  taxable  income  to  utilize deferred tax assets, and possible exposures
related to future tax audits.  To the extent these estimates change, adjustments
to  income  taxes  are  made  in  the  period  in which the estimate is changed.

     For  interim quarterly reporting, Energizer estimates an annualized blended
world-wide  effective  tax rate based on estimated taxable earnings and specific
tax  attributes  of  each  jurisdiction  in  which  it  operates. This estimated
annualized  tax  rate  is  applied  to  the  first  quarter consolidated pre-tax
earnings.  As estimates of the variables discussed above change during the year,
the  annualized  tax  rate  may  change.  Significant  changes  in  a particular
jurisdiction,  such as an economic crisis, currency devaluation or change in tax
law  can  significantly  impact  Energizer's  earnings  estimates  and  thus the
estimated  tax  rate  for  the  year.

RECENTLY  ISSUED  ACCOUNTING  STANDARDS
     See  discussion  in  Note  15  to  the  Condensed  Financial  Statements.

FORWARD-LOOKING STATEMENTS
     Statements  in  this  document  that  are  not  historical,  particularly
statements  regarding  estimates  of  retail  consumption of Energizer's battery
products  and  retailer  inventory  levels,  cost  savings  from  restructuring
activity,  Energizer's  projected  full-year tax rate, its continuing ability to
meet  liquidity  requirements and the impact of changes in interest rates may be
considered  forward-looking  statements  within  the  meaning  of  the  Private
Securities  Litigation  Reform  Act  of 1995.  Energizer cautions readers not to
place  undue  reliance on any forward-looking statements, which speak only as of
the  date  made.

     Energizer advises readers that various risks and uncertainties could affect
its  financial performance and could cause Energizer's actual results for future
periods  to  differ materially from those anticipated or projected.  Energizer's
estimates  of  retail  consumption of its battery products may be inaccurate, or
may not reflect segments of the retail market.  Moreover, Energizer sales volume
in  future quarters may lag unit consumption if retailers are currently carrying
inventories  in  excess  of  Energizer estimates, or if those retailers elect to
further contract their inventory levels.  Energizer's actual tax rate for fiscal
2002 may  be  higher than projected because of unforeseen changes in tax laws or
applicable  rates,  higher  taxes  on  repatriated  earnings,  or  greater  than
anticipated  foreign  losses.  Such  losses  may  be  impacted by local economic
conditions or adverse governmental regulation, or by unforeseen increases in the
cost  structure  of  Energizer's foreign  affiliates.  Severance costs and other
expenses  associated  with  current  and  proposed restructuring activity may be
higher than anticipated, and there may be unknown expenses associated with those
activities.  In  addition,  the cost reductions actually realized as a result of
restructuring  may be less significant than anticipated.  Energizer's ability to
maintain compliance with its debt covenants, as well as changes in its operating
cash  flows  could  limit  its  ability to meet its liquidity requirements.  The
impact  of  adverse  interest  rate  changes  could  be  more  significant  than
anticipated.  Additional risks  and uncertainties  include  those detailed from
time to time  in Energizer's publicly  filed  documents,  including  Energizer's
Registration Statement on Form 10, as amended,  its Annual Reports on Form 10-K
for the Year ended September 30, 2001, its  Quarterly  Report  on Form 10-Q for
the period ended December 31, 2001, and its  Current  Reports  on  Form  8-K
dated  April  25, 2000 and April 25, 2002.



PART  II  -  OTHER  INFORMATION
             ------------------

There  is  no  information  required to be reported under any items except those
indicated  below.

Item  6  -  Exhibits  and  Reports  on  Form  8-K

(a)     Exhibits  Required  by  Item  601  of  Regulation  S-K

(i)  The following exhibit (listed by numbers corresponding to the Exhibit Table
of  Item  601  in  Regulation  S-K)  is  filed  with  this  report.

     10     Negotiated  Employment  Agreement  And  General  Release with former
executive  officer.

(b)     Reports  on  Form  8-K

A  Current  Report  on  Form  8-K dated January 17, 2002, was filed to set forth
tables  reconciling  historical  segment  results  for  fiscal 2001, by quarter,
reflecting  the  exclusion of intersegment profit in segment results, as well as
adjustments  made  to  reflect EITF pronouncements on advertising and promotion,
and shipping, handling and freight.  A Current Report on Form 8-K dated March 1,
2000  was  filed  to  set  forth  the  Company's  press  release  regarding  the
resignation  of  an  executive  officer.


                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                      ENERGIZER  HOLDINGS,  INC.
                                      -----------------------------------------
                                      Registrant




                                      By:  /s/ Daniel J. Sescleifer
                                           Daniel  J.  Sescleifer
                                           Executive  Vice  President  and
                                           Chief  Financial  Officer
Date:  May  10,  2002


EXHIBIT  INDEX
- ----------------------

     10     Negotiated  Employment  Agreement  And  General  Release