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:  December 20, 2002

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

          MISSOURI               1-15401              No. 43-1863181
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       (State or Other          (Commission            (IRS Employer
       Jurisdiction of          File Number)          Identification
        Incorporation)                                     Number)


        533 MARYVILLE UNIVERSITY DRIVE, ST. LOUIS, MO          63141
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     (Address of Principal Executive Offices)                 (Zip Code)

                                 (314) 985-2000
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              (Registrant's telephone number, including area code)




Item  5.  Other  Events  and  Regulation  FD  Disclosure

The  Company  today  issued  the  following  press  release:

             ENERGIZER HOLDINGS, INC. ISSUES FIRST QUARTER GUIDANCE

St.  Louis,  Missouri, December 20, 2002 - Energizer Holdings, Inc, [NYSE: ENR],
today  announced  that  it expects its first quarter earnings per share to be in
the  $0.93  to  $0.96  range versus $.76 per share in last year's first quarter.
The  current  quarter  estimate  includes an anticipated non-recurring income of
$.04 related to intellectual property rights.  The prior year quarter included a
$.03  charge related to restructuring activities.  World-wide sales are expected
to  be  flat  to up 2% from first quarter 2002 sales of $568 million, with North
American  sales  essentially  flat.

"Throughout  the  first  nine  months  of  calendar  year  2002, the promotional
environment  in  the  battery  category  was very intense, and the intensity has
continued  in  the December quarter," said Pat Mulcahy, Chief Executive Officer.
"However,  we  have  continued to opportunistically manage our trade spending to
maximize  profitability.  Additionally,  the December quarter is benefiting from
continued  cost  savings from initiatives implemented in early, 2002 and a lower
year-over-year  tax  rate."

Energizer,  headquartered  in St. Louis, Missouri, is one of the world's largest
manufacturers  of  primary  batteries and flashlights and a global leader in the
dynamic  business  of  providing  portable  power.

Statements  in  this  press  release  that  are  not  historical,  particularly
statements  regarding  anticipated sales and earnings for the first quarter, may
be  forward-looking  statements  within  the  meaning  of the Private Securities
Litigation  Reform Act of 1995.  The Company cautions readers not to place undue
reliance  on  any forward-looking statements, which speak only of the date made.

Energizer  advises readers that various risks and uncertainties could affect its
financial  performance  and  could  cause  Energizer's  actual  results  for the
December  quarter  to  differ  materially  from  those anticipated or projected.
Final  results  for  the  current  quarter  have  not yet been determined.  As a
result,  actual  sales  for the quarter may differ from projections depending on
later  December  sales activity.  Such sales activity may be impacted by general
economic  or  political  conditions,  consumer  demand, competitive pressure and
adverse governmental regulation.  Final earnings for the quarter may differ from
projections  due to changes in sales and adjustments to estimates of product and
overhead  costs,  foreign  currency valuation, or currently unforeseen losses or
charges.  Actual  costs  for  the quarter will not be known with certainty until
final  accounting  review  is  completed.

Additional  risks  and uncertainties include those detailed from time to time in
Energizer's  publicly  filed  documents,  including  Energizer's  Registration
Statement  on  Form  10,  its  Annual  Report  on  Form  10-K for the year ended
September  30,  2002  and  its  Current Report on Form 8-K dated April 25, 2000.


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:/s/ Daniel J. Sescleifer
Daniel  J.  Sescleifer
Executive  Vice  President  and  Chief  Financial  Officer

Dated:  December  20,  2002