REGISTRATION NO. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                     THE SECURITIES ACT OF 1933, AS AMENDED

                            ENERGIZER HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

     Missouri     43-1863181
     (State  or  other  jurisdiction  of     (I.R.S.  Employer
     incorporation  or  organization)     Identification  No.)

     800  Chouteau,  St.  Louis,  MO     63102
     (Address  of  principal  executive  offices)     (Zip  Code)

                            ENERGIZER HOLDINGS, INC.
                            2000 INCENTIVE STOCK PLAN
                            (Full title of the plan)

                             Harry L. Strachan, Esq.
                       Vice President and General Counsel
                            ENERGIZER HOLDINGS, INC.
                                  800 Chouteau
                           St. Louis, Missouri  63102
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)
              Telephone Number of agent for service: (314) 982-2970

                         CALCULATION OF REGISTRATION FEE
                               TITLE OF SECURITIES
TO BE REGISTERED     AMOUNT TO BE REGISTERED     PROPOSED MAXIMUM OFFERING PRICE
   PER SHARE(1)     PROPOSED MAXIMUM AGGREGATE OFFERING PRICE (1)     AMOUNT OF
                                REGISTRATION FEE
                       Shares of Energizer Holdings, Inc.
                                  Common Stock
  $.01 par value     15,000,000 shares     $22.375     $335,625,000     $88,605
  ==============     =================     =======     ============     =======

(1)     The  proposed maximum aggregate offering price has been estimated solely
for purpose of computing the Registration Fee pursuant to the provisions of Rule
457(c)  and  (h)(1)  and  is  based upon a price of $22.375 per share, being the
average of the high and low transaction prices of the Company's Common Stock per
share  as  reported  on  the  New  York  Stock  Exchange  on  April  10,  2000.

<PAGE>
                            ENERGIZER HOLDINGS, INC.
                            2000 INCENTIVE STOCK PLAN

Item  3.     Incorporation  of  Documents  by  Reference.
             -------------------------------------------

     The description of the shares of common stock, par value $.01 per share, of
Energizer  Holdings,  Inc.  (the "Company"), including the Rights related to the
shares, as set forth in the Rights Agreement, dated as of March 31, 2000 between
the  Company  and  Continental  Stock Transfer & Trust Company, as Rights Agent,
contained  in  the  Company's  Registration  Statement  on  Form  10  under  the
Securities  Exchange  Act  of  1934,  filed  on  October 15, 1999, as amended on
January  11,  2000,  February  23,  2000,  March  16,  2000  and April 19, 2000,
including  any  amendments  or  reports  filed  for the purpose of updating such
information filed with the Securities and Exchange Commission (File No. 1-15401)
by  the  Company,  is  incorporated  by  reference.

     All  documents subsequently filed by the Company pursuant to Section 13(a),
13(c),  14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered  have  been  sold  or  which  deregisters  all securities then remaining
unsold,  shall  be  deemed  to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statements  contained  herein  or in a document incorporated by reference herein
shall  be  deemed to be modified or superseded for purposes of this Registration
Statement  to  the  extent  that  a  statement  contained herein or in any other
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not  be  deemed,  except  as  so  modified  or superseded, to
constitute  part  of  this  Registration  Statement.

Item  6.     Indemnification  of  Directors  and  Officers.
             ---------------------------------------------

     Under  the  terms  of  Section 351.355 of the Missouri General and Business
Corporation  Law  ("GBCL")  and  the  Company's  Articles  of Incorporation, the
Company  must indemnify any person who is or was a director, officer or employee
of  the  Company,  or  is  or  was  serving  at  the request of the Company as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other  enterprise,  against any and all expenses, including
attorneys'  fees,  judgments, fines and amounts paid in settlement, actually and
reasonably  incurred  by  him  in  connection  with  any  civil,  criminal,
administrative or investigative action, proceeding or claim (including an action
by  or  in  the  right  of  the Company) by reason of the fact that he is or was
serving  in  such  capacity,  provided that such person's conduct is not finally
adjudged  to  have  been knowingly fraudulent, deliberately dishonest or willful
misconduct.  As  permitted  by  the  Company's Articles, the Company has entered
into  contracts  with  each of its directors and corporate officers guaranteeing
the  indemnification  provisions  stated  in  the  Articles  and  providing  for
advancement  to  such  individuals of legal fees and other expenses necessary in
defending  against  such  actions,  proceedings  or  claims.

     The  Company  has  directors'  and  officers' insurance which protects each
director  or  officer  from  liability  for  actions  taken in their capacity as
directors  or  officers.  This  insurance  may provide broader coverage for such
individuals  in  certain  situations  than  may be required by the provisions of
Section  351.355  or  the  Company's  Articles  of  Incorporation.

     The  foregoing  represents  a summary of the general effect of Missouri law
and  the Company's Articles of Incorporation for purposes of general description
only.  Additional  information  regarding  indemnification  of  directors  and
officers  can be found in Section 351.355 of the GBCL, the Company's Articles of
Incorporation  and  its  pertinent  insurance  contracts.

Item  8.     Exhibits.
             --------

     See  the  Exhibit  Index  located  at  page  6  hereof.

Item  9.     Undertakings.
             ------------

     (a)     The  undersigned  registrant  hereby  undertakes:

          (1)     To  file, during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:

               (i)     to include any prospectus required by Section 10(a)(3) of
the  Securities  Act  of  1933;

               (ii)     to reflect in the prospectus any facts or events arising
after  the  effective  date  of  the  registration statement (or the most recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represent a fundamental change in the information in the registration statement;

               (iii)     to include any material information with respect to the
plan  or  distribution not previously disclosed in the registration statement or
any  material  change  to  such  information  in  the  registration  statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the  Securities  Exchange  Act of 1934 that are incorporated by reference in the
registration  statement.

          (2)     That  for  the  purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

          (3)     To  remove  from  registration  by  means  of a post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination  of  the  offering.

     (b)     The undersigned registrant hereby undertakes that, for the purposes
of  determining  any  liability under the Securities Act of 1933, each filing of
the  Company's  annual  report pursuant to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted with respect to directors, officers or
persons  controlling  the  Company  pursuant  to  the  foregoing  provisions, or
otherwise,  the  Company  has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933, and is therefore unenforceable.  In the
event  that a claim for indemnification against such liabilities (other than the
payment  by  the  Company of expenses incurred or paid by a director, officer or
controlling  person of the Company in the successful defense of any action, suit
or  proceeding)  is  asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion  of  its  counsel  the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  of  1933,  and  will  be  governed by the final adjudication of such issue.

<PAGE>
                                   SIGNATURES

     The  Registrant.  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  St. Louis, Missouri, as of the 19th day of
April,  2000.

                            ENERGIZER  HOLDINGS,  INC.



                            By: /s/ J. Patrick Mulcahy
                                J.  Patrick  Mulcahy
                                Chief  Executive  Officer



                                POWER OF ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints Harry L. Strachan, Timothy L. Grosch and Daniel
E.  Corbin,  Jr., and each of them, his or her true and lawful attorneys-in-fact
and  agents,  with full power of substitution and resubstitution, for and in his
or  her  name,  place  and stead, in any and all capacities, to sign any and all
amendments  (including post-effective amendments), and to file the same with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorneys-in-fact and
agents,  and  each  of them, full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying  and  confirming  that all said attorneys-in-fact and
agents  or  any  of  them, or their or his or her substitute or substitutes, may
lawfully  do  or  cause  to  be  done  by  virtue  hereof.

<PAGE>
     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  described  as  of  April 19,  2000.


SIGNATURE                      TITLE
---------                      -----


/s/ J. Patrick Mulcahy
J. Patrick Mulcahy             Director and Chief Executive Officer


/s/ Daniel E. Corbin, Jr.
Daniel  E.  Corbin,  Jr.       Executive Vice President, Finance and Control


/s/ Mark Schafale
Mark  Schafale                 Controller


/s/ William P. Stiritz
William  P.  Stiritz           Chairman  of  the  Board


/s/ William H. Danforth
Dr.  William  H.  Danforth     Director


/s/ F. Sheridan Garrison
F.  Sheridan  Garrison         Director


/s/ R. David Hoover
R.  David  Hoover              Director


/s/ Richard A. Liddy
Richard  A.  Liddy             Director


/s/ Joe R. Micheletto
Joe  R.  Micheletto            Director


/s/ Robert A. Pruzan
Robert  A.  Pruzan             Director

<PAGE>
                                  EXHIBIT INDEX


     Exhibit
     Number           Description
     ------           -----------

     Exhibit  4.1     Energizer  Holdings,  Inc.  2000  Incentive  Stock  Plan

     Exhibit  5       Opinion  of  Harry  L.  Strachan,  Esq.

     Exhibit  23      Consent  of  Independent  Accountants
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13797}]
{"company-data": {"conformed-name": "ENERGIZER HOLDINGS INC", "cik": "0001096752", "assigned-sic": "6770", "irs-number": "431863181", "state-of-incorporation": "MO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35116", "film-number": "604452"}, "business-address": {"street1": "CHECKERBOARD SQUARE", "city": "ST LOUIS", "state": "MO", "zip": "63164", "phone": "3149822413"}, "mail-address": {"street1": "CHECKERBOARD SQUARE", "city": "ST LOUIS", "state": "MO", "zip": "63164"}}
REGISTRATION NO. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                     THE SECURITIES ACT OF 1933, AS AMENDED

                            ENERGIZER HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

     Missouri     43-1863181
     (State  or  other  jurisdiction  of     (I.R.S.  Employer
     incorporation  or  organization)     Identification  No.)

     800  Chouteau,  St.  Louis,  MO     63102
     (Address  of  principal  executive  offices)     (Zip  Code)

                            ENERGIZER HOLDINGS, INC.
                            2000 INCENTIVE STOCK PLAN
                            (Full title of the plan)

                             Harry L. Strachan, Esq.
                       Vice President and General Counsel
                            ENERGIZER HOLDINGS, INC.
                                  800 Chouteau
                           St. Louis, Missouri  63102
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)
              Telephone Number of agent for service: (314) 982-2970

                         CALCULATION OF REGISTRATION FEE
                               TITLE OF SECURITIES
TO BE REGISTERED     AMOUNT TO BE REGISTERED     PROPOSED MAXIMUM OFFERING PRICE
   PER SHARE(1)     PROPOSED MAXIMUM AGGREGATE OFFERING PRICE (1)     AMOUNT OF
                                REGISTRATION FEE
                       Shares of Energizer Holdings, Inc.
                                  Common Stock
  $.01 par value     15,000,000 shares     $22.375     $335,625,000     $88,605
  ==============     =================     =======     ============     =======

(1)     The  proposed maximum aggregate offering price has been estimated solely
for purpose of computing the Registration Fee pursuant to the provisions of Rule
457(c)  and  (h)(1)  and  is  based upon a price of $22.375 per share, being the
average of the high and low transaction prices of the Company's Common Stock per
share  as  reported  on  the  New  York  Stock  Exchange  on  April  10,  2000.
ENERGIZER HOLDINGS, INC.
                            2000 INCENTIVE STOCK PLAN

Item  3.     Incorporation  of  Documents  by  Reference.
             -------------------------------------------

     The description of the shares of common stock, par value $.01 per share, of
Energizer  Holdings,  Inc.  (the "Company"), including the Rights related to the
shares, as set forth in the Rights Agreement, dated as of March 31, 2000 between
the  Company  and  Continental  Stock Transfer & Trust Company, as Rights Agent,
contained  in  the  Company's  Registration  Statement  on  Form  10  under  the
Securities  Exchange  Act  of  1934,  filed  on  October 15, 1999, as amended on
January  11,  2000,  February  23,  2000,  March  16,  2000  and April 19, 2000,
including  any  amendments  or  reports  filed  for the purpose of updating such
information filed with the Securities and Exchange Commission (File No. 1-15401)
by  the  Company,  is  incorporated  by  reference.

     All  documents subsequently filed by the Company pursuant to Section 13(a),
13(c),  14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered  have  been  sold  or  which  deregisters  all securities then remaining
unsold,  shall  be  deemed  to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statements  contained  herein  or in a document incorporated by reference herein
shall  be  deemed to be modified or superseded for purposes of this Registration
Statement  to  the  extent  that  a  statement  contained herein or in any other
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not  be  deemed,  except  as  so  modified  or superseded, to
constitute  part  of  this  Registration  Statement.

Item  6.     Indemnification  of  Directors  and  Officers.
             ---------------------------------------------

     Under  the  terms  of  Section 351.355 of the Missouri General and Business
Corporation  Law  ("GBCL")  and  the  Company's  Articles  of Incorporation, the
Company  must indemnify any person who is or was a director, officer or employee
of  the  Company,  or  is  or  was  serving  at  the request of the Company as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other  enterprise,  against any and all expenses, including
attorneys'  fees,  judgments, fines and amounts paid in settlement, actually and
reasonably  incurred  by  him  in  connection  with  any  civil,  criminal,
administrative or investigative action, proceeding or claim (including an action
by  or  in  the  right  of  the Company) by reason of the fact that he is or was
serving  in  such  capacity,  provided that such person's conduct is not finally
adjudged  to  have  been knowingly fraudulent, deliberately dishonest or willful
misconduct.  As  permitted  by  the  Company's Articles, the Company has entered
into  contracts  with  each of its directors and corporate officers guaranteeing
the  indemnification  provisions  stated  in  the  Articles  and  providing  for
advancement  to  such  individuals of legal fees and other expenses necessary in
defending  against  such  actions,  proceedings  or  claims.

     The  Company  has  directors'  and  officers' insurance which protects each
director  or  officer  from  liability  for  actions  taken in their capacity as
directors  or  officers.  This  insurance  may provide broader coverage for such
individuals  in  certain  situations  than  may be required by the provisions of
Section  351.355  or  the  Company's  Articles  of  Incorporation.

     The  foregoing  represents  a summary of the general effect of Missouri law
and  the Company's Articles of Incorporation for purposes of general description
only.  Additional  information  regarding  indemnification  of  directors  and
officers  can be found in Section 351.355 of the GBCL, the Company's Articles of
Incorporation  and  its  pertinent  insurance  contracts.

Item  8.     Exhibits.
             --------

     See  the  Exhibit  Index  located  at  page  6  hereof.

Item  9.     Undertakings.
             ------------

     (a)     The  undersigned  registrant  hereby  undertakes:

          (1)     To  file, during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:

               (i)     to include any prospectus required by Section 10(a)(3) of
the  Securities  Act  of  1933;

               (ii)     to reflect in the prospectus any facts or events arising
after  the  effective  date  of  the  registration statement (or the most recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represent a fundamental change in the information in the registration statement;

               (iii)     to include any material information with respect to the
plan  or  distribution not previously disclosed in the registration statement or
any  material  change  to  such  information  in  the  registration  statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the  Securities  Exchange  Act of 1934 that are incorporated by reference in the
registration  statement.

          (2)     That  for  the  purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

          (3)     To  remove  from  registration  by  means  of a post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination  of  the  offering.

     (b)     The undersigned registrant hereby undertakes that, for the purposes
of  determining  any  liability under the Securities Act of 1933, each filing of
the  Company's  annual  report pursuant to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted with respect to directors, officers or
persons  controlling  the  Company  pursuant  to  the  foregoing  provisions, or
otherwise,  the  Company  has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933, and is therefore unenforceable.  In the
event  that a claim for indemnification against such liabilities (other than the
payment  by  the  Company of expenses incurred or paid by a director, officer or
controlling  person of the Company in the successful defense of any action, suit
or  proceeding)  is  asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion  of  its  counsel  the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  of  1933,  and  will  be  governed by the final adjudication of such issue.
SIGNATURES

     The  Registrant.  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  St. Louis, Missouri, as of the 19th day of
April,  2000.

                            ENERGIZER  HOLDINGS,  INC.

                            By: /s/ J. Patrick Mulcahy
                                J.  Patrick  Mulcahy
                                Chief  Executive  Officer

                                POWER OF ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints Harry L. Strachan, Timothy L. Grosch and Daniel
E.  Corbin,  Jr., and each of them, his or her true and lawful attorneys-in-fact
and  agents,  with full power of substitution and resubstitution, for and in his
or  her  name,  place  and stead, in any and all capacities, to sign any and all
amendments  (including post-effective amendments), and to file the same with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorneys-in-fact and
agents,  and  each  of them, full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying  and  confirming  that all said attorneys-in-fact and
agents  or  any  of  them, or their or his or her substitute or substitutes, may
lawfully  do  or  cause  to  be  done  by  virtue  hereof.
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  described  as  of  April 19,  2000.

SIGNATURE                      TITLE
---------                      -----

/s/ J. Patrick Mulcahy
J. Patrick Mulcahy             Director and Chief Executive Officer

/s/ Daniel E. Corbin, Jr.
Daniel  E.  Corbin,  Jr.       Executive Vice President, Finance and Control

/s/ Mark Schafale
Mark  Schafale                 Controller

/s/ William P. Stiritz
William  P.  Stiritz           Chairman  of  the  Board

/s/ William H. Danforth
Dr.  William  H.  Danforth     Director

/s/ F. Sheridan Garrison
F.  Sheridan  Garrison         Director

/s/ R. David Hoover
R.  David  Hoover              Director

/s/ Richard A. Liddy
Richard  A.  Liddy             Director

/s/ Joe R. Micheletto
Joe  R.  Micheletto            Director

/s/ Robert A. Pruzan
Robert  A.  Pruzan             Director
EXHIBIT INDEX

     Exhibit
     Number           Description
     ------           -----------

     Exhibit  4.1     Energizer  Holdings,  Inc.  2000  Incentive  Stock  Plan

     Exhibit  5       Opinion  of  Harry  L.  Strachan,  Esq.

     Exhibit  23      Consent  of  Independent  Accountants