<PAGE>
     As filed with the Securities and Exchange Commission on March 14, 2003.
                                                 Registration No. 333-__________
================================================================================

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

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                   ----------

                             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.)

                                 CLARENDON HOUSE
                                  CHURCH STREET
                                HAMILTON, BERMUDA
          (Address, including Zip Code, of Principal Executive Offices)

                              HELEN OF TROY LIMITED
                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                                VINCENT D. CARSON
                             C/O HELEN OF TROY L.P.
                             ONE HELEN OF TROY PLAZA
                              EL PASO, TEXAS 79912
                     (Name and address of agent for service)

                                 (915) 225-8000
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                                 Daniel W. Rabun
                                Baker & McKenzie
                          2001 Ross Avenue, Suite 2300
                               Dallas, Texas 75201

                                   ----------

<Table>
<Caption>
                                        CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                   PROPOSED MAXIMUM        PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE      AMOUNT TO BE      OFFERING PRICE PER      AGGREGATE OFFERING        AMOUNT OF
        REGISTERED               REGISTERED             SHARE                   PRICE            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>                    <C>                     <C>
Common Stock, par value            500,000             $12.09(2)             $6,045,000(2)            $489.04
$.10 per share(1)
-----------------------------------------------------------------------------------------------------------------
Preference Share Purchase
Rights                          500,000 rights            N/A                     N/A                  N/A(3)
=================================================================================================================
</Table>

 (1) Shares of common stock of Helen of Troy Limited (the "Company"), $.10 par
     value per share (the "Common Stock"), being registered hereby relate to the
     Helen of Troy Limited 1995 Non-Employee Director Stock Option Plan (the
     "Director Plan"). Pursuant to Rule 416 promulgated under the Securities Act
     of 1933, as amended, there are also being registered such additional shares
     of Common Stock as may become issuable pursuant to the anti-dilution
     provisions of the Director Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as
     amended, on the basis of the average of the high and low sale prices of the
     common stock on the NASDAQ National Market System on March 12, 2003.

(3)  In accordance with Rule 457(g) under the Securities Act of 1933, as
     amended, no additional registration fee is required in respect of the
     preference share purchase rights.





<PAGE>
                           INCORPORATION BY REFERENCE


         The 500,000 shares of Common Stock being registered hereby shall be
issued under the Director Plan, which was amended as of August 27, 2002, to
increase the number of shares of Common Stock available for issuance under the
Director Plan. Pursuant to Instruction E of Form S-8, the contents of the
Company's Registration Statement on Form S-8 as filed with Securities and
Exchange Commission on August 30, 1996, Registration No. 333-11181, are
incorporated by reference herein.


Item 8. Exhibits.

The following are filed as exhibits to this registration statement:

Exhibit No.       Description

4.1               Memorandum of Association of the Company (incorporated herein
                  by reference to Exhibit 3.1 to the Company's Registration
                  Statement on Form S-4 filed with the Securities and Exchange
                  Commission on December 30, 1993 (Reg. No. 33-73594)).

4.2               Bye-Laws of the Company, as amended (incorporated herein by
                  reference from Exhibit 3.2 to the Company's Registration
                  Statement on Form S-4 filed with the Securities and Exchange
                  Commission on December 30, 1993 (Reg. No. 33-73594)).

4.3               Helen of Troy Limited 1995 Non-Employee Director Stock Option
                  Plan (incorporated herein by reference from Exhibit 4.3 to the
                  Company's Registration Statement on Form S-8 (Reg. No.
                  333-11181)).

5                 Opinion of Conyers Dill & Pearman.*

10.1              Third Amendment to Helen of Troy Limited 1995 Non-Employee
                  Director Stock Option Plan.*

23.1              Consent of Conyers Dill & Pearman (See Exhibit 5).*

23.2              Consent of KPMG LLP.*

24                Power of Attorney (included on the signature page of the
                  Registration Statement).*

* filed herewith




                                      II-1

<PAGE>
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Paso, State of Texas, on this 12th day of March,
2003.


                          HELEN OF TROY LIMITED



                          By: /s/ Gerald J. Rubin
                              --------------------------------------------------
                              Gerald J. Rubin
                              Chairman of the Board, Chief Executive Officer and
                              President (Principal Executive Officer)





                                      II-2


<PAGE>
                                POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes Gerald J.
Rubin to file one or more amendments (including post-effective amendments) to
this registration statement, which amendments may make such changes in this
registration statement as each of them deems appropriate, and each such person
hereby appoints Gerald J. Rubin as attorney-in-fact to execute in the name and
on behalf of the Company and any such person, individually and in each capacity
stated below, any such amendments to this registration statement.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<Table>
<Caption>
              NAME                                           TITLE                             DATE
              ----                                           -----                             ----
<S>                                           <C>                                          <C>
/s/ Gerald J. Rubin                           Chairman of the Board, Chief                 March 12, 2003
--------------------------------              Executive Officer, President, and
GERALD J. RUBIN                               Director (Principal Executive
                                              Officer)


/s/ Russell G. Gibson                         Senior Vice-President, Finance, and          March 12, 2003
--------------------------------              Chief Financial Officer (Principal
RUSSELL G. GIBSON                             Financial and Accounting Officer)


/s/ Stanlee N. Rubin                          Director                                     March 12, 2003
--------------------------------
STANLEE N. RUBIN


/s/ Christopher L. Carameros                  Director                                     March 12, 2003
--------------------------------
CHRISTOPHER L. CARAMEROS


/s/ Byron H. Rubin                            Director                                     March 13, 2003
--------------------------------
BYRON H. RUBIN


/s/ John B. Butterworth                       Director                                     March 13, 2003
--------------------------------
JOHN B. BUTTERWORTH
</Table>




                                      II-3

<PAGE>
                                  EXHIBIT INDEX

<Table>
<Caption>
Exhibit No.    Description
-----------    -----------
<S>            <C>
4.1            Memorandum of Association of the Company (incorporated
               herein by reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-4 filed with the Securities
               and Exchange Commission on December 30, 1993 (Reg. No.
               33-73594)).

4.2            Bye-Laws of the Company, as amended (incorporated herein by
               reference from Exhibit 3.2 to the Company's Registration
               Statement on Form S-4 filed with the Securities and Exchange
               Commission on December 30, 1993 (Reg. No. 33-73594)).

4.3            Helen of Troy Limited 1995 Non-Employee Director Stock
               Option Plan (incorporated herein by reference from Exhibit
               4.3 to the Company's Registration Statement on Form S-8
               (Reg. No. 333-11181)).

5              Opinion of Conyers Dill & Pearman.*

10.1           Third Amendment to Helen of Troy Limited 1995 Non-Employee
               Director Stock Option Plan.*

23.1           Consent of Conyers Dill & Pearman  (See Exhibit 5).*

23.2           Consent of KPMG LLP.*

24             Power of Attorney (included on the signature page of the
               Registration Statement).*
</Table>

* filed herewith
[{"type": "S-8", "sequence": "1", "filename": "d04031sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 11041}]
{"company-data": {"conformed-name": "HELEN OF TROY LTD", "cik": "0000916789", "assigned-sic": "3634", "irs-number": "742692550", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103825", "film-number": "03604285"}, "business-address": {"street1": "CLARENDON HOUSE", "street2": "CHURCH STREET", "city": "HAMILTON BERMUDA", "state": "D0", "zip": "-", "phone": "915-225-8000"}, "mail-address": {"street1": "ONE HELEN OF TROY PLAZA", "city": "EL PASO", "state": "TX", "zip": "79912"}}
As filed with the Securities and Exchange Commission on March 14, 2003.
                                                 Registration No. 333-__________
================================================================================

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

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                   ----------

                             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.)

                                 CLARENDON HOUSE
                                  CHURCH STREET
                                HAMILTON, BERMUDA
          (Address, including Zip Code, of Principal Executive Offices)

                              HELEN OF TROY LIMITED
                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                                VINCENT D. CARSON
                             C/O HELEN OF TROY L.P.
                             ONE HELEN OF TROY PLAZA
                              EL PASO, TEXAS 79912
                     (Name and address of agent for service)

                                 (915) 225-8000
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                                 Daniel W. Rabun
                                Baker & McKenzie
                          2001 Ross Avenue, Suite 2300
                               Dallas, Texas 75201

                                   ----------
CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                   PROPOSED MAXIMUM        PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE      AMOUNT TO BE      OFFERING PRICE PER      AGGREGATE OFFERING        AMOUNT OF
        REGISTERED               REGISTERED             SHARE                   PRICE            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
Common Stock, par value            500,000             $12.09(2)             $6,045,000(2)            $489.04
$.10 per share(1)
-----------------------------------------------------------------------------------------------------------------
Preference Share Purchase
Rights                          500,000 rights            N/A                     N/A                  N/A(3)
=================================================================================================================
(1) Shares of common stock of Helen of Troy Limited (the "Company"), $.10 par
     value per share (the "Common Stock"), being registered hereby relate to the
     Helen of Troy Limited 1995 Non-Employee Director Stock Option Plan (the
     "Director Plan"). Pursuant to Rule 416 promulgated under the Securities Act
     of 1933, as amended, there are also being registered such additional shares
     of Common Stock as may become issuable pursuant to the anti-dilution
     provisions of the Director Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as
     amended, on the basis of the average of the high and low sale prices of the
     common stock on the NASDAQ National Market System on March 12, 2003.

(3)  In accordance with Rule 457(g) under the Securities Act of 1933, as
     amended, no additional registration fee is required in respect of the
     preference share purchase rights.
INCORPORATION BY REFERENCE

         The 500,000 shares of Common Stock being registered hereby shall be
issued under the Director Plan, which was amended as of August 27, 2002, to
increase the number of shares of Common Stock available for issuance under the
Director Plan. Pursuant to Instruction E of Form S-8, the contents of the
Company's Registration Statement on Form S-8 as filed with Securities and
Exchange Commission on August 30, 1996, Registration No. 333-11181, are
incorporated by reference herein.

Item 8. Exhibits.

The following are filed as exhibits to this registration statement:

Exhibit No.       Description

4.1               Memorandum of Association of the Company (incorporated herein
                  by reference to Exhibit 3.1 to the Company's Registration
                  Statement on Form S-4 filed with the Securities and Exchange
                  Commission on December 30, 1993 (Reg. No. 33-73594)).

4.2               Bye-Laws of the Company, as amended (incorporated herein by
                  reference from Exhibit 3.2 to the Company's Registration
                  Statement on Form S-4 filed with the Securities and Exchange
                  Commission on December 30, 1993 (Reg. No. 33-73594)).

4.3               Helen of Troy Limited 1995 Non-Employee Director Stock Option
                  Plan (incorporated herein by reference from Exhibit 4.3 to the
                  Company's Registration Statement on Form S-8 (Reg. No.
                  333-11181)).

5                 Opinion of Conyers Dill & Pearman.*

10.1              Third Amendment to Helen of Troy Limited 1995 Non-Employee
                  Director Stock Option Plan.*

23.1              Consent of Conyers Dill & Pearman (See Exhibit 5).*

23.2              Consent of KPMG LLP.*

24                Power of Attorney (included on the signature page of the
                  Registration Statement).*

* filed herewith

                                      II-1
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Paso, State of Texas, on this 12th day of March,
2003.

                          HELEN OF TROY LIMITED

                          By: /s/ Gerald J. Rubin
                              --------------------------------------------------
                              Gerald J. Rubin
                              Chairman of the Board, Chief Executive Officer and
                              President (Principal Executive Officer)

                                      II-2
POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes Gerald J.
Rubin to file one or more amendments (including post-effective amendments) to
this registration statement, which amendments may make such changes in this
registration statement as each of them deems appropriate, and each such person
hereby appoints Gerald J. Rubin as attorney-in-fact to execute in the name and
on behalf of the Company and any such person, individually and in each capacity
stated below, any such amendments to this registration statement.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
NAME                                           TITLE                             DATE
              ----                                           -----                             ----
/s/ Gerald J. Rubin                           Chairman of the Board, Chief                 March 12, 2003
--------------------------------              Executive Officer, President, and
GERALD J. RUBIN                               Director (Principal Executive
                                              Officer)

/s/ Russell G. Gibson                         Senior Vice-President, Finance, and          March 12, 2003
--------------------------------              Chief Financial Officer (Principal
RUSSELL G. GIBSON                             Financial and Accounting Officer)

/s/ Stanlee N. Rubin                          Director                                     March 12, 2003
--------------------------------
STANLEE N. RUBIN

/s/ Christopher L. Carameros                  Director                                     March 12, 2003
--------------------------------
CHRISTOPHER L. CARAMEROS

/s/ Byron H. Rubin                            Director                                     March 13, 2003
--------------------------------
BYRON H. RUBIN

/s/ John B. Butterworth                       Director                                     March 13, 2003
--------------------------------
JOHN B. BUTTERWORTH
II-3
EXHIBIT INDEX
Exhibit No.    Description
-----------    -----------
4.1            Memorandum of Association of the Company (incorporated
               herein by reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-4 filed with the Securities
               and Exchange Commission on December 30, 1993 (Reg. No.
               33-73594)).

4.2            Bye-Laws of the Company, as amended (incorporated herein by
               reference from Exhibit 3.2 to the Company's Registration
               Statement on Form S-4 filed with the Securities and Exchange
               Commission on December 30, 1993 (Reg. No. 33-73594)).

4.3            Helen of Troy Limited 1995 Non-Employee Director Stock
               Option Plan (incorporated herein by reference from Exhibit
               4.3 to the Company's Registration Statement on Form S-8
               (Reg. No. 333-11181)).

5              Opinion of Conyers Dill & Pearman.*

10.1           Third Amendment to Helen of Troy Limited 1995 Non-Employee
               Director Stock Option Plan.*

23.1           Consent of Conyers Dill & Pearman  (See Exhibit 5).*

23.2           Consent of KPMG LLP.*

24             Power of Attorney (included on the signature page of the
               Registration Statement).*
* filed herewith