8-K

                       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 (Date of earliest event reported): September 26, 2002



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



           BERMUDA                      0-23312               74-2692550
(State or other jurisdiction          (Commission           (IRS Employer
     of incorporation)                File Number)        Identification No.)


                                 CLARENDON HOUSE
                                  CHURCH STREET
                                HAMILTON, BERMUDA
                        (Business address of registrant)

                             ONE HELEN OF TROY PLAZA
                              EL PASO, TEXAS 79912
                  (United States mailing address of registrant)

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





ITEM 5. OTHER EVENTS.

       On Thursday, September 26, 2002, Helen of Troy Limited issued a press
release, which is filed herewith as Exhibit 99.1 and incorporated herein by
reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (c) EXHIBITS.

     Exhibit No.    Description.
     -----------    -----------
     99.1           Press Release of Helen of Troy Limited dated September 26,
                    2002.




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                                   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.



                                   HELEN OF TROY LIMITED



Date:   September 26, 2002                  By:     /s/ Russell G. Gibson
                                               --------------------------------
                                            Russell G. Gibson
                                            Senior Vice President, Finance and
                                            Chief Financial Officer



                                       3



                                  EXHIBIT INDEX



     EXHIBIT
     NUMBER                                   DESCRIPTION
     -------                                  -----------
                         
       99.1         --      Press Release of the Company dated September 26, 2002.



                                       4

EX-99.1

                                                                    EXHIBIT 99.1



                           [HELEN OF TROY LETTERHEAD]




                                                           FOR IMMEDIATE RELEASE



                         HELEN OF TROY LIMITED ACQUIRES
                         SIX STRONG CONSUMER BRANDS FROM
                          THE PROCTER & GAMBLE COMPANY


         EL PASO, TEXAS - SEPT. 26 - Helen of Troy Limited (NASDAQ, NM: HELE),
designer, developer and worldwide marketer of brand name personal care products,
today announced that it has signed a definitive agreement to acquire directly
and through license agreements, six well known consumer brand names from The
Procter & Gamble Company.

         Brands acquired directly include Condition 3-in-1(R), Final Net(R),
Vitalis(R), and Ammens(R). Brands acquired through license agreements include
Sea Breeze(R) and Vitapointe(R), subject to third party approval. A new division
will be created specifically to market these products which are distributed
primarily to the mass, drug, grocery and professional beauty markets nationwide,
with targeted distribution internationally. The Company believes that combined
sales of these brands are expected to be approximately $45 million annually. The
transaction will immediately boost sales and be accretive to the Company's
earnings per share next fiscal year, beginning March 2003.




         The purchase price will be paid in cash, but other terms of the
transaction were not disclosed. The transaction is scheduled to close within
ninety days. Cash used in this transaction will be provided from the Company's
current cash position.

         Gerald J. Rubin, Helen of Troy's Chairman, Chief Executive Officer and
President, commenting on the acquisition of these new brands stated, "We are
very excited to add these brand names to our already impressive list of brands.
These lines possess strong brand heritage, established consumer loyalty and we
believe great potential for expansion. They will allow us to compete in new
product categories such as liquid hairstyling and hair care, body powders, and
face and skin care. We believe that by applying our proven business and
marketing strategies to these already successful brands we can capitalize and
expand upon their existing consumer appeal, " Rubin concluded.

         Helen of Troy Limited is a leading designer, producer and marketer of
brand name personal care consumer products. The Company's products include hair
dryers, curling irons, hair setters, women's shavers, brushes, combs, hair
accessories, home hair clippers, mirrors, foot baths, body massagers and
paraffin baths. The Company's products are sold by mass merchandisers, drug
chains, warehouse clubs and grocery stores under licensed trade names including
Vidal Sassoon, licensed from Procter & Gamble Co., the trademark Revlon(R),
licensed from Revlon Consumer Products Corporation, Dr. Scholl's(R), licensed
from Schering-Plough HealthCare Products, Inc., and Sunbeam(R) licensed from
Sunbeam Corporation. Helen of Troy's owned trade names include Dazey(R),
Caruso(R), Karina(R) and DCNL. The Company also markets hair and beauty care
products under the Helen of Troy(R), Hot Tools(R), Hot Spa(R), Salon Edition(R),
Gallery Series(R), Wigo(R) and Ecstasy(R) trademarks to the professional beauty
salon industry.




         This press release may contain certain forward-looking statements,
which are subject to change. 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 to not
place undue reliance on forward-looking statements. The actual results may
differ materially from those described in any forward-looking statements. The
Company intends its forward-looking statements to speak only as of the time of
such statements, and does not undertake to update or revise them as more
information becomes available. Additional information concerning potential
factors that could affect the company's financial results are included in the
company's Form 10-K for the year ended February 28, 2002.



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2002