UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  Form 10-Q/A

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


                 For the quarterly period ended August 31, 2001


                                       OR


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

    For the transition period from .................. to ......................


                         Commission file number 0-23312


                              HELEN OF TROY LIMITED
             (Exact name of registrant as specified in its charter)

                    Bermuda                            74-2692550
        (State or other jurisdiction of             (I.R.S. Employer
        incorporation or organization)             Identification No.)

                             One Helen of Troy Plaza
                                El Paso, TX 79912
          (Address of principal executive offices, including zip code)


       Registrant's telephone number, including area code: (915) 225-8000

         Indicate by check mark whether the 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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         As of October 9, 2001 there were 28,079,006 shares of Common Stock,
$.10 Par Value, outstanding.

         EXPLANATORY NOTE: THIS FILING ON FORM 10-Q/A AMENDS AND RESTATES THE
REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED AUGUST
31, 2001 AS FILED BY THE REGISTRANT ON OCTOBER 15, 2001 AND IS BEING FILED TO
REFLECT THE RESTATEMENT OF THE REGISTRANT'S MANAGEMENT DISCUSSION AND ANALYSIS
INCLUDED IN ITEM 2 OF PART I.


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                     HELEN OF TROY LIMITED AND SUBSIDIARIES

                                      INDEX




                                                                                             Page No.
                                                                                          
PART I.  FINANCIAL INFORMATION

         Item 2  Management's Discussion and Analysis of
                    Financial Condition and Results of
                    Operations.................................................................3

PART II. OTHER INFORMATION

SIGNATURES.....................................................................................7



                                       2



Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Results of Operations

Quarter ended August 31, 2001

Net sales for the quarter ended August 31, 2001 increased $25,249,000, or 28.6
percent, to $113,482,000, compared to $88,233,000 for the quarter ended August
31, 2000. The sales increase is largely attributable to growth in the Tactica
operating segment. Tactica continues to achieve sales increases in both the
direct response and retail markets with its Epil-Stop hair removal products and
other products. The Company also attained sales growth in its International
operating segment during the quarter.  The International segment's sales
increase was attributable to an increased presence in Latin America as well as
increased sales in the U.K., Germany and France.  Second quarter fiscal 2002
North American operating segment sales decreased 4.4 percent, compared to the
same period last year, due to softness in the retail distribution channel
resulting primarily from a weaker U.S. economy.  The Company did achieve sales
growth in the professional distribution channel within the North American
segment due to the strong performance of products such as the ION hair dryer and
hair straighteners.

Gross profit as a percentage of sales increased to 49.7 percent in the second
three months of fiscal 2002 versus 38.2 percent in the second three months of
fiscal 2001. Tactica contributed significantly to the gross profit increase, as
its sales increased to $33,704,000 during the second quarter of fiscal 2002
versus $5,395,000 for the second quarter of fiscal 2001 .Tactica's sales produce
higher gross margins than the Company's other operating segments, consequently,
the increase in sales by Tactica, relative to the other operating segments, has
produced higher consolidated gross margins.  Exclusive of Tactica's earnings,
the Company achieved a 39.1 percent gross profit margin in the second quarter of
fiscal 2002 as compared to a 36.4 percent gross profit margin in the second
quarter of fiscal 2001.

Selling, general and administrative expenses ("SG&A") as a percentage of sales
increased to 40.1 percent of sales for the quarter ended August 31, 2001,
compared to 33.5 percent during the quarter ended August 31, 2000. The increase
was due primarily to expenses associated with Tactica national media advertising
campaigns. Tactica typically operates at higher gross profit margins than Helen
of Troy's other operating segments, but also has higher operating expenses
because of the high level of television and print advertising inherent in
Tactica's business model. Exclusive of Tactica, Helen of Troy's other operating
segments achieved slight decreases in SG&A, as a percentage of net sales, from
33.5 percent during the second quarter of last fiscal year to 30.5 percent,
during the second quarter of this fiscal year.

Interest expense for the quarter ended August 31, 2001 totaled $1,111,000, an
increase of $73,000, compared to interest expense of $1,038,000 for the quarter
ended August 31, 2000. This increase was due to the Company's increased
borrowing under its primary line of credit.

Income tax expense was 28.5 percent of earnings before income taxes for the
second quarter of fiscal 2002, compared to a tax benefit of 3.5 percent of
earnings for the second quarter of fiscal 2001. The increase is due to the fact
that Tactica, which has a 43.5 percent tax rate, generated income for the second
quarter of fiscal 2002, compared to a loss for the same period a year earlier.
Exclusive of Tactica, the Company has a 19.8 percent effective tax rate for the
second quarter of fiscal of 2002.


                                       3


Six months ended August 31, 2001

Net sales for the six months ended August 31, 2001 (the first half of fiscal
2002) increased $41,213,000, or 25.1 percent, to $205,557,000, compared to
$164,344,000 for the six months ended August 31, 2000 (the first half of fiscal
2001). As was the case for the second quarter of fiscal 2002, the sales increase
is largely attributable to growth in the Tactica operating segment. Consistent
with the second quarter, the Company attained sales growth in its International
operating segment during the first half attributable to an increased presence in
Latin America as well as increased sales in the U.K., Germany and France.  The
Company's North American operating segment sales were 1.5 percent lower for the
first six months of fiscal 2002, compared to the same period a year earlier.  A
weaker U.S. economy in the retail distribution channel primarily contributed to
this decrease. The Company did achieve sales growth in the professional
distribution channel within the North American segment. The events of and
related to the September 11 tragedies in New York, Washington D.C. and
Pennsylvania, combined with continuing softness in the U.S. economy could
negatively affect the Company's second half sales.

Gross profit as a percentage of sales increased to 48.2 percent in the first
half of fiscal 2002 versus 38.8 percent in the first half of fiscal 2001.
Consistent with the second quarter of Physical 2002, Tactica contributed
significantly to the first half gross profit increase. Tactica's sales increased
from $9,200,000 to $51,400,000 during the first half of fiscal 2002 versus the
first half of fiscal 2001 and were at higher gross margins than the Company's
sales in other segments. Exclusive of Tactica's earnings, the Company achieved a
39.1 percent gross profit margin in the first six months of fiscal 2002 as
compared to a 37.1 percent gross profit margin in the first six months of fiscal
2001.

Selling, general and administrative expenses ("SG&A") as a percentage of sales
increased to 39.3 percent of sales for the six months ended August 31, 2001,
compared to 34.0 percent during the six months ended August 31, 2000. The
increase in the first half of Physical 2002 was due primarily to expenses
associated with Tactica national media advertising campaigns. Tactica's SG&A
expense as a percentage to sales are comparatively greater than the Company's
other operating segments due to the high level of television and print
advertising inherent in Tactica's business model. Exclusive of Tactica, Helen of
Troy's other operating segments incurred modest increases in SG&A as a
percentage of sales, from 30.1 percent to 31.6 percent, during the first six
months of this fiscal versus the same period last year.

Interest expense for the six months ended August 31, 2001 totaled $2,170,000, an
increase of $150,000, compared to interest expense of $2,020,000 for the six
months ended August 31, 2000. This increase was due to the Company's increased
borrowing under its primary line of credit.

Income tax expense was 28.4 percent of earnings before income taxes for the
first six months of fiscal 2002, compared to 7.4 percent for the first six
months of fiscal 2001. The increase is due to the fact that Tactica, which has a
43.5 percent effective tax rate, generated income for the first half of fiscal
2002, compared to a loss for the same period a year earlier. Exclusive of
Tactica, the company has a 19.9 percent effective tax rate for the six months
ending August 31, 2001.

Liquidity and Capital Resources

The Company's working capital and current ratio were $173,519,000 and 3.3 to 1,
respectively at August 31, 2001, compared to working capital of $157,809,000 and
a current ratio of 3.5 to 1 at February 28, 2001.

Cash decreased from $25,937,000 at February 28, 2001 to $11,204,000 at August
31, 2001. The Company's operating activities used cash of $14,181,000 due mainly
to increased inventory and receivable levels. The Company increased its
inventory levels in order to position itself for the holiday selling season.


                                       4

The Company maintains a revolving credit loan with a bank to facilitate
short-term borrowings and the issuance of letters of credit. This line of credit
allows for borrowings totaling $25,000,000 and charges interest at the LIBOR
rate plus a percentage that varies based on the ratio of the Company's debt to
the Company's earnings before interest, taxes, depreciation and amortization
(EBITDA). Of the $25,000,000 commitment, $10,000,000 may be loaned at the
discretion of the lender.  The revolving credit agreement provides that the
Company must satisfy requirements concerning its minimum net worth, total debt
to consolidated total capitalization ratio, debt to EBITDA ratio and its fixed
charge coverage ratio. At August 31, 2001, the interest rate charged under the
line of credit ranged from 5.19 percent to 5.21 percent. This revolving credit
loan allows for the issuance of letters of credit up to $7,000,000. Any
outstanding letters of credit reduce the revolving credit loan on a
dollar-for-dollar basis. As of August 31, 2001, borrowings totaled $10,000,000
and there were no outstanding letters of credit under this facility.

The Company has an additional line of credit with a different lender,
specifically for the issuance of letters of credit. That line of credit charges
interest at the bank's prime rate plus two percent, allows up to $4,000,000 in
letters of credit to be outstanding at any one time and expires November 9,
2001. As of August 31, 2001, there were no borrowings and there were $2,100,000
in letters of credit under this facility.

The Company believes that cash flows from operations and available financing
sources will continue to provide sufficient capital resources to fund the
Company's ongoing liquidity needs for the foreseeable future.

Accounting for Tactica International, Inc.

Helen of Troy's consolidated results of operations include 100 percent of the
net earnings and losses of Tactica International, Inc. ("Tactica"), a subsidiary
in which Helen of Troy owns a 55 percent interest. At the time of Helen of
Troy's acquisition of this interest, Tactica had an accumulated net deficit.
Because the minority interest portion of that deficit was recorded as a
reduction in Helen of Troy's stockholders' equity, rather than as an asset,
Helen of Troy will include 100 percent of Tactica's net earnings and losses in
its consolidated income statement until Tactica's accumulated deficit is
eliminated. At August 31, 2001, Tactica's accumulated deficit remaining to be
eliminated is approximately $6,900,000. If this deficit is eliminated, the
Company's subsequent consolidated results of operation will include 55 percent
rather than 100 percent of Tactica's net earnings or losses.

Information relating to forward-looking statements

This report, some of the Company's press releases and some of the Company's
comments to the news media, contain certain forward-looking statements that are
based on management's current expectations with respect to future events or
financial performance. A number of risks or uncertainties could cause actual
results to differ materially from historical or anticipated results. Generally,
the words "anticipates," "believes," "expects" and other similar words identify
forward-looking statements. The Company cautions readers not to place undue
reliance on forward-looking statements. Forward-looking statements are subject
to risks that could cause such statements to differ materially from actual
results. Factors that could cause actual results to differ from those
anticipated include: (1) general industry conditions and competition, (2)
credit risks, (3) the Company's material reliance on individual customers or
small numbers of customers, (4) the Company's material reliance on certain
trademarks, (5) risks associated with inventory, including potential
obsolescence, (6) risks associated with new products and new product lines, (7)
risks associated with operating in foreign jurisdictions, (8) worldwide and
domestic economic conditions, (9) political conditions and events in the
United States and abroad, (10) the impact of current and future laws and
regulations, (11) the domestic and foreign tax rates to which the Company is
subject, (12) uninsured losses, (13) reliance on computer systems, (14)
management's reliance on the representations of third parties, (15) risks
associated with new business ventures and acquisitions, (16) risks associated
with investments in equity securities, (17) the Company's ability to access the
capital markets and equity markets and (18) the risks described from time to
time in the Company's reports to the Securities and Exchange Commission,
including this report.


                                       5


New Accounting Guidance

In April 2001, the FASB's Emerging Issues Tasks force ("EITF") reached
consensus on EITF Issue 00-25 ("EITF 00-25"), "Vendor Income Statement
Characterization of Consideration from a Vendor to a Retailer." EITF 00-25
requires vendors who offer certain allowances to customers to characterize
those allowances as reductions of net sales, rather than as selling, general,
and administrative expenses. EITF 00-25 is applicable for fiscal quarters
beginning after December 15, 2001 and requires restatement of prior periods if
possible. Had the Company applied EITF 00-25 to its second quarter fiscal 2002
and 2001 results, net sales and selling, general, and administrative expense
would have decreased by $791,000 in fiscal 2002 and $661,000 in fiscal 2001.


                                       6


                                   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.


                                                    HELEN OF TROY LIMITED
                                                         (Registrant)


Date    October 16, 2001                            /s/ Russell G. Gibson
     ----------------------                     --------------------------------
                                                        Russell G. Gibson
                                                 Senior Vice-President, Finance,
                                                  and Chief Financial Officer
                                                  (Principal Financial Officer)



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