8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: February 2, 2005

ENERGIZER HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

MISSOURI	1-15401	No. 43-1863181
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

533 MARYVILLE UNIVERSITY DRIVE, ST. LOUIS, MO 63141

(Address of Principal Executive Offices) (Zip Code)

(314) 985-2000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

ITEM 8.01. OTHER EVENTS.

 On February 2, 2005, Energizer Holdings, Inc. issued a press release announcing that its Chairman of the Board, William Stiritz, had entered into an additional Variable Forward Contract with respect to shares of Energizer Common Stock. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

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 hereunto duly authorized.

ENERGIZER HOLDINGS, INC.

By:

Daniel J. Sescleifer

Executive Vice President and Chief Financial Officer

Dated: February 2, 2005

EXHIBIT INDEX

Exhibit No.

99.1Release dated February 2, 2005.

EX-99.1

	Energizer Holdings, Inc. 533 Maryville University Drive St. Louis, MO 63141
FOR IMMEDIATE RELEASE February 2, 2005	Company Contact: Jacqueline E. Burwitz Vice President, Investor Relations 314-985-2169

ENERGIZER HOLDINGS, INC. ANNOUNCES ADDITIONAL VARIABLE FORWARD CONTRACT

ON ENERGIZER STOCK BY CHAIRMAN WILLIAM P. STIRITZ

St. Louis, Missouri, February 2, 2005 - Energizer Holdings, Inc, [NYSE: ENR], today announced that William P. Stiritz, the Chairman of its Board of Directors, and his wife, have entered into a second series of Variable Forward (VFC) transactions involving a portion of their shares of Energizer Stock. On January 28th, the Company announced that Mr. Stiritz and his wife entered into VFC transactions involving 750,000 shares of Energizer Stock. Because of favorable market conditions, Mr. and Mrs. Stiritz have elected to increase the number of shares involved in the transaction by another 750,000, in accordance with the maximum number of shares stated in their previously filed Form 144. In addition to the 1,500,000 shares in the aggregate involved in both series of VFC transactions, Mr. Stiritz and his wife own approximately 1.57 million shares o f Energizer Stock, as well as an option to acquire an additional .5 million shares.

Energizer Holdings, Inc., headquartered in St. Louis, Missouri, is one of the world’s largest manufacturers of primary batteries and flashlights and a global leader in the dynamic business of providing portable power. In addition, Energizer is the parent company of Schick-Wilkinson Sword, the second largest manufacturer of wet shave products in the world.

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