ENERGIZER  DEFERRED  COMPENSATION  PLAN
DECEMBER  6,  2000

                              December  6,  2000

PERSONAL  AND  CONFIDENTIAL


TO:     PARTICIPANTS  IN THE ENERGIZER HOLDINGS, INC. DEFERRED COMPENSATION PLAN
FOR  KEY  EMPLOYEES

The  Energizer  Holdings, Inc. Deferred Compensation Plan for Key Employees (the
"Energizer Plan") provides you the opportunity to defer all or a portion of your
Incentive  Plan  Bonus  and/or  annual  base  salary.  In  general,  deferring
compensation  has the advantage of postponing payment of income tax and allowing
any earnings on the deferred amount to accumulate free of tax until distributed.

                                   ACTION NOW

This  packet  contains  two forms for you to complete and return to Compensation
Resource  Group,  the  company that administers the Energizer Plan, so that they
are  RECEIVED  ON  OR  BEFORE  DECEMBER  29,  2000.

-     2001  Election  Form
-     Beneficiary  Designation  Form

Each  of these forms will be described in more detail below.  Please return both
forms  --  whether  or  not you make a Deferral - to Compensation Resource Group
(CRG)  either  by  fax or mail (in the enclosed pre-addressed envelope), so that
they  are  RECEIVED NO LATER THAN DECEMBER 29, 2000.  If you do not complete and
return  the  enclosed  forms you will not be able to make Deferrals for calendar
year  2001.

                 DEFERRAL OF COMPENSATION FOR CALENDAR YEAR 2001

2001  ELECTION  FORM  -  This "2001 Election Form" controls any Deferral of your
--------------------
Fiscal  Year  2001  Incentive  Bonus and any Deferral of your base annual salary
from  January  1,  2001  through the end of calendar year 2001.  If CRG does not
receive  your  completed "2001 Election Form" by the DECEMBER 29, 2000 deadline,
you  cannot  defer  any  compensation  for  the  calendar  year  2001.

BENEFICIARY  DESIGNATION FORM - Your beneficiary designation selection should be
-----------------------------
made  with  this  form.  If  you  do  not  complete  and  return  this form, the
Beneficiary  Designation  form  you submitted earlier this year will apply.  Or,
alternatively,  you  can select a Beneficiary at any time.  In the event of your
death  prior  to  completing your "Beneficiary Designation Form", payments under
the  Energizer  Plan  will  be  made  to  your  estate.


GENERAL  INFORMATION  ABOUT  THE  ENERGIZER  PLAN
-------------------------------------------------

The  Energizer  Plan  offers  several  features:

     The  ability  to  DEFER  UP  TO  75%  OF  YOUR  ANNUAL  BASE  SALARY.
     INTERMEDIATE-TERM DEFERRAL OPTIONS that allow you to defer compensation for
periods  as  short as three years to help meet shorter-term financial needs such
as  funding  a  child's  college  education or financing a future home purchase.
     Payment  distribution options that provide for lump sum payment or for 5 or
10  year ANNUAL INSTALLMENT PAYMENTS if you have a balance in your account of at
least  $50,000  when  you  leave  Energizer's  employment.
     The  opportunity  to transfer existing account balances, except for Company
matching  contributions,  to  ELEVEN POSSIBLE INVESTMENT FUNDS: nine funds which
mirror  the  returns  of  the Vanguard mutual funds that are available under the
Energizer  Savings  Investment Plan, a Prime Rate Fund, and the Energizer Common
Stock  Fund.
     Incentive  Plan  Bonus  Deferrals into the Energizer Common Stock Fund will
receive  A  25%  COMPANY  MATCH.
     Transaction  flexibility  including  DAILY  INVESTMENT  REALLOCATIONS,
interactive  voice  response  system,  Internet  access  to  account  balance
information,  and  quarterly  account  statements.
     Plan  Administration  by  Compensation  Resource  Group  (CRG)

Company  matching  contributions  under  the  Energizer  Plan  will  VEST  after
thirty-six  (36)  months.  Retirement, death or Disability also will continue to
accelerate  vesting.

NEXT  STEPS
-----------

The  attached  Questions  and  Answers  will give you more information about the
Plan.  Please  review  the  enclosed  information  carefully;  then,  using  the
enclosed  pre-addressed envelope, return both forms -- whether or not you make a
Deferral  -  TO  COMPENSATION RESOURCE GROUP (CRG) EITHER BY FAX OR MAIL SO THAT
THEY  ARE  RECEIVED  NO  LATER  THAN  DECEMBER  29,  2000.

If  you  have  any  questions  concerning  this  information,  please  contact
Compensation  Resource Group at 1-800-405-0911 or Stacy Wegmann at 314-982-1979.


Geraldine  S.  Auger
Vice  President,  Global  HR  Programs
Energizer  Holdings,  Inc.
Telephone  314-982-1215

Enclosures

<PAGE>

ENERGIZER  HOLDINGS,  INC.
Deferred  Compensation  Plan
2001  Election  Form
--------------------


---------------------------------------------       ----------------------------
Participant Name (Last, First, Middle Initial)        Social Security Number

I  have  been  offered  an opportunity to participate in the Energizer Holdings,
Inc.,  Deferred Compensation Plan (the "Plan"). I hereby elect to participate in
the  Plan  and  irrevocably authorize the Company to deduct from my compensation
the  amounts  specified  below:

================================================================================
DEFERRAL ELECTION         PLEASE COMPLETE THE DEFERRAL ELECTION BELOW.  YOU MUST
                          DEFER A TOTAL OF AT LEAST $1,000 TO PARTICIPATE IN THE
                          PLAN.
================================================================================
   BASE  SALARY           I elect to defer _______% of my calendar 2001 Base
                          Salary (maximum deferral is 75%).
================================================================================
   INCENTIVE PLAN BONUS   I elect to defer _______%, OR all up to $_______, OR
                          defer all in excess of $_______  of  my  Year  2001
                          Incentive  Plan  Bonus.
================================================================================
   NON-PARTICIPATION      I elect not to defer calendar 2001 Base Salary or
                          Fiscal Year Incentive Plan Bonus.
================================================================================


================================================================================
CALENDAR  2001  BASE  SALARY  INVESTMENT  ELECTION  (PLEASE  SELECT  IN  WHOLE
PERCENTAGE  INCREMENTS;  TOTAL  MUST  EQUAL  100%)
================================================================================
I elect to invest my calendar 2001 Base Salary deferrals in the following
Measurement Funds:
================================================================================

CALENDAR  2001  BASE  SALARY  INVESTMENT  ELECTION  (PLEASE  SELECT  IN  WHOLE
PERCENTAGE  INCREMENTS;  TOTAL  MUST  EQUAL  100%)
<TABLE>
<CAPTION>

I elect to invest my calendar 2001 Base Salary deferrals in the following Measurement Funds:

<S>                                       <C>                        <C>                    <C>
   Energizer Holdings, Inc. Common Stock  ____%    Vanguard International Growth Fund      ____%
   Prime Rate Fund                        ____%    Vanguard Life Strategy Income Fund      ____%
   Vanguard Wellington Fund               ____%    Vanguard Life Strategy Conservative
   Vanguard 500 Index                     ____%    Growth Fund                             ____%
   Vanguard Windsor II Fund               ____%    Vanguard Life Strategy Moderate Growth  ____%
   Vanguard Small-Cap Index               ____%    Vanguard  Life  Strategy  Growth  Fund  ____%
</TABLE>

================================================================================
FISCAL YEAR 2001 INCENTIVE PLAN BONUS INVESTMENT ELECTION  (PLEASE SELECT IN
WHOLE PERCENTAGE INCREMENTS; TOTAL MUST EQUAL 100%)
================================================================================
<TABLE>
<CAPTION>

I elect to invest my calendar 2001 Base Salary deferrals in the following Measurement Funds:

<S>                                       <C>                        <C>                    <C>
   Energizer Holdings, Inc. Common Stock  ____%    Vanguard International Growth Fund      ____%
   Prime Rate Fund                        ____%    Vanguard Life Strategy Income Fund      ____%
   Vanguard Wellington Fund               ____%    Vanguard Life Strategy Conservative
   Vanguard 500 Index                     ____%    Growth Fund                             ____%
   Vanguard Windsor II Fund               ____%    Vanguard Life Strategy Moderate Growth  ____%
   Vanguard Small-Cap Index               ____%    Vanguard Life Strategy Growth Fund      ____%
</TABLE>

(OVER)

ELECTION OF DATE AND FORM OF PAYMENT FOR 2001 DEFERRALS  (PLEASE SELECT A DATE
AND FORM OF PAYMENT)
================================================================================

    I elect to receive _______% of my calendar 2001 Base Salary Deferrals and/or
    my Fiscal Year 2001 Incentive Plan Bonus Deferrals and the associated
    earnings, on  ___________________(cannot  be  sooner  than January 1, 2005).
    I understand that if my  employment  terminates  for any reason prior to the
    date I elected above,  my  benefit  will be paid to me  upon  my termination
    of employment.

    I elect  to  receive my calendar 2001 Base Salary Deferrals and/or my Fiscal
    Year 2001 Incentive Plan Bonus Deferrals upon the termination of my
    Employment for  any  reason.
================================================================================
Upon  termination of my employment for any reason, I elect to receive payment of
my  entire  Account  Balance  in  the  following  form  (check  one  below):

________  Lump Sum     ________  5 Annual Payments   ________ 10 Annual Payments

I  understand  that if my vested account balance is less than $50,000 my account
will  be  paid  to  me  in  a  lump  sum.
================================================================================

ACCEPTED AND ACKNOWLEDGED:


-----------------------------  -------------------------------------------------
SIGNATURE OF PARTICIPANT DATE  FOR ENERGIZER PLANS ADMINISTRATIVE COMMITTEE DATE




MAIL  OR  FAX  TO:
CLARK/BARDES  CONSULTING  -  COMPENSATION  RESOURCE  GROUP
ATTN:  LAURA  POPE
633  WEST  FIFTH  STREET,  52ND  FLOOR
LOS  ANGELES,  CA  90071
FAX  (213)  438-6600

<PAGE>
ENERGIZER  HOLDINGS,  INC.
Deferred  Compensation  Plan
2001  Election  Form  for  Directors
------------------------------------


------------------------------------------------     ---------------------------
Participant's Name (Last, First, Middle Initial)     Social Security Number


I  have  been  offered  an opportunity to participate in the Energizer Holdings,
Inc.,  Deferred Compensation Plan (the "Plan"). I hereby elect to participate in
the  Plan  and irrevocably authorize the Company to deduct from my calendar 2001
Director's  Fees  the  amount  specified  below:


================================================================================
DIRECTOR'S  FEE  DEFERRAL  ELECTION     PLEASE  COMPLETE  THE  DEFERRAL ELECTION
BELOW.  YOU  MUST  DEFER A TOTAL OF AT LEAST $ 1,000 TO PARTICIPATE IN THE PLAN.
================================================================================
    FEES                 I elect to defer _______%, or all up to $____________,
                         or all in excess of $____________, or  _____% in excess
                         of $____________  of my remaining calendar 2001
                         Director's  Fees
================================================================================
    NON-PARTICIPATION    I elect not to defer my remaining  calendar  2001
                         Director's  Fees
================================================================================
DIRECTOR'S FEE INVESTMENT ELECTION (PLEASE SELECT IN WHOLE PERCENTAGE
INCREMENTS;  TOTAL  MUST  EQUAL  100%)
================================================================================
<TABLE>
<CAPTION>

I elect to invest my calendar 2001 Base Salary deferrals in the following Measurement Funds:

<S>                                       <C>                        <C>                    <C>
   Energizer Holdings, Inc. Common Stock  ____%    Vanguard International Growth Fund      ____%
   Prime Rate Fund                        ____%    Vanguard Life Strategy Income Fund      ____%
   Vanguard Wellington Fund               ____%    Vanguard Life Strategy Conservative
   Vanguard 500 Index                     ____%    Growth Fund                             ____%
   Vanguard Windsor II Fund               ____%    Vanguard Life Strategy Moderate Growth  ____%
   Vanguard Small-Cap Index               ____%    Vanguard Life Strategy Growth Fund      ____%
</TABLE>

ACCEPTED  AND  ACKNOWLEDGED:


------------------------------     --------------------------------------------
Signature of Participant  Date     for the Nominating and Executive        Date
                                   Compensation Committee




PLEASE  COMPLETE  AND  RETURN  FORMS  TO:
CLARK/BARDES  CONSULTING  -  COMPENSATION  RESOURCE  GROUP
ATTN:  LAURA  POPE
633  WEST  FIFTH  STREET,  52ND  FLOOR
LOS  ANGELES,  CA  90071-2086
FAX:  (213)  438-6600