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: November 30, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On November 30, 2005, the Company entered into a 2005 Put/Call Order Specification which increased the transaction amount under the Amended and Restated Prepaid Share Option Agreement dated as of May 31, 2002, and amended August 28, 2003, between the Company and Citigroup Global Markets Limited (“Prepaid Share Option Agreement”).

Because a portion of the Company’s deferred compensation liabilities are based upon the Company’s common stock price, the Company is subject to market risk, which can result in significant expense volatility. In order to mitigate this market risk, the Company entered into the Prepaid Share Option Agreement. The Prepaid Share Option Agreement, as modified by the 2005 Put/Call Order Specification, creates a hedge for the Company’s stock-denominated liabilities by establishing a series of countering put/call options with respect to the Company’s common stock. Changes in value of the put/call options are recorded in selling, general and administrative expense and are intended to counter gains or losses in the Company’s benefit liabilities denominated in common stock equivalents. The 2005 Put/Call Order Specification increased the number of countering put/call options in order to counter an increase in stock-denominated liabilities.

The form of the 2005 Put/Call Order Specification is attached to this filing as Exhibit 10.1, and the Prepaid Share Option Agreement is filed as an exhibit to the Company’s Annual Report on Form 10K for the year ended September 30, 2003.

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: November 30, 2005

EXHIBIT INDEX

Exhibit No.

10.1Form of 2005 Put/Call Order Specification.

EX-10.1

Exhibit 10.i

PUT/CALL ORDER SPECIFICATION

This Put/Call Order Specification is made by Energizer Holdings, Inc. (“Counterparty”) for the increase of the Transaction amount under that certain written confirmation dated as of May 31, 2002, as amended from time to time, between Counterparty and Citigroup Global Markets Limited (“Citigroup”) (the “Confirmation”) (capitalized terms not defined herein shall have the meaning given those terms in the Confirmation).

CITIGROUP GLOBAL MARKETS LIMITED IS NOT REGISTERED AS A BROKER-DEALER UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CITIGROUP GLOBAL MARKETS INC. IS ACTING AS AGENT FOR CITIGROUP GLOBAL MARKETS LIMITED IN CONNECTION WITH THIS TRANSACTION. CITIGROUP GLOBAL MARKETS LIMITED IS YOUR COUNTERPARTY TO THIS TRANSACTION.

A.) Put/Call Order Specification Requirements

1.)Commencing on November 30, 2005 (such day the “Commencement Date”) under that certain Confirmation (capitalized terms not defined herein shall have the meaning given those terms in the Confirmation), Citigroup will increase the Transaction amount on Counterparty’s behalf pursuant to this Put/Call Order Specification, provided that the total number of Shares applicable to this Put/Call Order Specification shall not exceed 235,000, and the total number of Shares applicable to any particular Tranche Date shall not exceed Rule 10b-18 limits.

B.) Discontinuation of this Put/Call Order Specification

Counterparty acknowledges and agrees that Citigroup may discontinue this Put/Call Order Specification in the event that:

1.) In the opinion of Citigroup’s counsel, effecting this Put/Call Order Specification would result in a violation of applicable law or a breach of any contract to which Citigroup or its affiliates are a party or by which it or its affiliates are bound.

2.) Counterparty’s counsel notifies Citigroup that this Put/Call Order Specification would result in a violation of applicable law by Counterparty.

3.) Trading in the Shares is halted or suspended.

4.) If Counterparty files a registration statement with the Securities and Exchange Commission relating to sale of the Shares (or any security into which the Shares is convertible).

C.) Modification of this Put/Call Order Specification

Any modification of this Put/Call Order Specification by Counterparty will be made in good faith and not as part of a scheme to evade the prohibitions of Rule 10b-18, and only with Citigroup’s written consent. In particular, Counterparty agrees that it will not modify or propose to modify this Put/Call Order Specification at any time that it is aware of any material non-public information about it and/or the Shares.

D.) Termination of this Put/Call Order Specification

1.)This Put/Call Order Specification will terminate on December 31, 2005 unless earlier terminated in the event one of the following occurs:

a.)Citigroup determines, in its sole discretion, that it is prohibited for any reason from engaging in increasing the Transaction amount under this Put/Call Order Specification.

b.)Citigroup receives notice that Counterparty has filed a petition for bankruptcy or reorganization, or a petition for bankruptcy has been filed against Counterparty and has not been dismissed within sixty (60) calendar days of its filing.

E.) Governing Law

This Put/Call Order Specification will be governed by, and construed in accordance with, the laws of the State of New York, without regard to such State’s conflict of laws rules.

IN WITNESS WHEREOF, Counterparty has sent this Put/Call Order Specification as of the date first above written.

Dated: November 30, 2005

ENERGIZER HOLDINGS, INC.

By:

Name: Ward Klein

Title: Chief Executive Officer

Confirmed as of the date first above written:

CITIGROUP GLOBAL MARKETS INC.

as agent for

CITIGROUP GLOBAL MARKETS LIMITED

By:

Name:

Title: