ENERGIZER  DEFERRED  COMPENSATION  PLAN
MARCH  30,  2000



                               March  30,  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.

The  information  contained  in  this packet has been assembled for two reasons.
First, we want to give you the opportunity to defer compensation for the rest of
calendar year 2000 into Energizer's Plan.  If you do not complete and return the
enclosed  forms  you  will  not  be able to continue Deferrals for calendar year
2000.  Second,  we  want  to let you know what will be happening to compensation
you  previously deferred into the Ralston Purina Deferred Compensation Plan (the
"Ralston  Plan")
as  a  result  of  the  spin-off  of  Energizer  from  Ralston  Purina.


                                   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  APRIL  21,2000.

-     "2000  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  APRIL  21,  2000.



        DEFERRAL OF COMPENSATION FOR THE REMAINDER OF CALENDAR YEAR 2000

2000  ELECTION  FORM  -  Your December, 1999 Deferral election under the Ralston
--------------------
Plan will be govern deferral of your First Half Fiscal Year 2000 Incentive Bonus
and  your  base annual salary through March 31, 2000.  This "2000 Election Form"
controls  any  Deferral of your Second Half Fiscal Year 2000 Incentive Bonus and
any  Deferral  of  your  base  annual salary from May 1, 2000 through the end of
calendar year 2000.  If CRG does not receive your completed "2000 Election Form"
by  the  April  21,  2000  deadline,  you  cannot defer any compensation for the
remainder  of  calendar  year  2000.


BENEFICIARY  DESIGNATION  FORM  - Your beneficiary designation under the Ralston
------------------------------
Plan  will  not be carried over to the Energizer Plan.  This form will make that
selection  now.  If  you  do not complete and return this form, you can select a
Beneficiary  at  any  time.  However,  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  carries  over  several  features  from  the  Ralston Plan:

     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 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 options: NINE INVESTMENTS 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
continue  to  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)

However,  unlike  the  Ralston  Plan,  Company  matching contributions under the
Energizer  Plan  now  will  VEST  after thirty-six (36) months, rather than upon
attainment  of  age  fifty  (50).  Retirement,  death  or  Disability  also will
continue  to  accelerate  vesting.

           YOUR MARCH 31, 2000 ACCOUNT BALANCE UNDER THE RALSTON PLAN

Your  prior  account  balance  in the Ralston Plan, including any Incentive Plan
Bonus  or  Annual  Salary Deferrals through March 31, 2000, will be fully vested
and  transferred  to  your  account in the Energizer Plan.  All Company matching
contributions  associated  with  these  Deferrals  also will be fully vested and
transferred  to  your  Energizer Plan account. Your Ralston Plan account balance
when  transferred  to  the  Energizer  Plan  will mirror the funds in which your
Ralston  Plan  account  balance  is currently invested, except that your account
balance  credited  to  the  Ralston  Common  Stock fund will be converted to the
Energizer  Common  Stock  fund.

There  will  be a 6-week freeze on participant activity in order to allow CRG to
establish  each participant's account in the Energizer Plan.  Since your account
under  the  Ralston  Plan  will  be fully vested in the Energizer Plan, once the
administrative  freeze  lifts, you can choose to move any of these vested monies
into  other  Measurement  Funds  by  contacting  CRG.

Any  First Half Fiscal Year 2000 Incentive Bonus Plan payment which you deferred
will  be  governed  by  the  Deferral  election you submitted in December, 1999.
However,  the  portion of your First Half Fiscal Year 2000 Incentive Bonus which
you  allocated  to  the  Ralston  Common  Stock  Fund  in  December of 1999 will
automatically  be  allocated  to  Energizer  Common  Stock  Fund.  Since  these
Deferrals, including any associated matching contribution by the Energizer, also
will  be  vested  as  part  of  the  spin-off, you may move these funds to other
Measurement  Funds,  if  you  choose  once  the administrative freeze is lifted.

                                 IMPORTANT DATES

APRIL  1,  2000 begins the freeze on participant activity so that CRG can set up
the  Energizer  Plan.  During  this time participants cannot move money in their
Account  between Measurement  Funds.

APRIL  21, 2000 is the deadline for CRG to receive your "2000 Election Form" and
your  "Beneficiary  Designation  Form"  either  by  fax  or  mail.

MAY 15, 2000 is when we currently estimate that the freeze will be lifted by CRG
and  participants  may  begin  accessing  their  Accounts again and reallocating
Account  investments.

The  attached  Questions  and  Answers  will give you more information about the
Plan,  and  a plan document will be forwarded to you in the near future.  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  APRIL  21,  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
Director,  Organizational  Development  and  Compensation
Energizer  Holdings,  Inc.
Telephone  314-982-1215

Enclosures



<PAGE>
ENERGIZER  HOLDINGS,  INC.
Deferred  Compensation  Plan
2000  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 DEFERRALELECTION 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 2000 Base
                           Salary starting with the May payroll following my
                           enrollment (maximum deferral is 75%).
================================================================================
   INCENTIVE PLAN BONUS    I elect to defer _______%, OR all up to $_______, OR
                           defer all in excess of $_______  of  my  Second  Half
                           Fiscal  Year  2000  Incentive  Plan  Bonus.
================================================================================
   NON-PARTICIPATION       I elect not to defer calendar 2000 Base Salary or
                           Second  Half  Fiscal  Year  Incentive  Plan  Bonus.
================================================================================


CALENDAR 2000 BASE SALARY INVESTMENT ELECTION (PLEASE SELECT IN WHOLE
PERCENTAGE  INCREMENTS;  TOTAL  MUST  EQUAL  100%)
================================================================================
I  elect  to  invest  my  calendar  2000  Base Salary deferrals in the following
Measurement  Funds:
================================================================================
<TABLE>
<CAPTION>


CALENDAR  2000  BASE  SALARY INVESTMENT ELECTION  (PLEASE SELECT IN WHOLE PERCENTAGE INCREMENTS; TOTAL MUST
EQUAL  100%)
===========================================================================================================
I  elect  to  invest  my  calendar  2000  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 Growth Fund   ____%
   Vanguard 500 Index                     ____%     Vanguard Life Strategy Moderate  Growth  Fund     ____%
   Vanguard Windsor II Fund               ____%     Vanguard  Life  Strategy  Growth  Fund            ____%
   Vanguard Small-Cap Index               ____%
===========================================================================================================
</TABLE>


<TABLE>
<CAPTION>

SECOND  HALF  FISCAL  YEAR  2000  INCENTIVE  PLAN  BONUS  INVESTMENT  ELECTION  (PLEASE  SELECT  IN  WHOLE
PERCENTAGE  INCREMENTS;  TOTAL  MUST  EQUAL  100%)
==========================================================================================================
I elect to  invest  my  Second  Half  Fiscal  Year  2000  Incentive  Plan Bonus deferrals in the following
Measurement  Funds:

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



ELECTION  OF  DATE AND FORM OF PAYMENT FOR 2000 DEFERRALS  (PLEASE SELECT A DATE
AND  FORM  OF  PAYMENT)
================================================================================
    I elect to receive _______% of my calendar 2000 Base Salary Deferrals and/or
    my Second Half Fiscal Year 2000 Incentive Plan Bonus Deferrals and the
    associated earnings, on ___________________(cannot be sooner than January 1,
    2004). 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 2000 Base Salary Deferrals and/or my Second
    Half Fiscal Year 2000 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  ON  OR  BEFORE  APRIL  21,  2000  TO:
COMPENSATION  RESOURCE  GROUP
ATTN:  LAURA  POPE
633  WEST  FIFTH  STREET,  52ND  FLOOR
LOS  ANGELES,  CA  90071
FAX  (213)  438-6600