UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2004

HELEN OF TROY LIMITED

Clarendon House
Church Street
Hamilton, Bermuda
(Business Address of Registrant)

One Helen of Troy Plaza
El Paso, Texas 79912
(United States Mailing Address of Registrant)

Registrant’s telephone number, including area code: (915) 225-8000

No Change
(Former Name or Former Address, if Changed Since Last Report)

Table of Contents

Item 5. Other Events and Required FD Disclosure.

On April 30, 2004, Helen of Troy Limited (the “Company”) announced that it had entered into an Acquisition Agreement, dated April 29, 2004 (the “Acquisition Agreement”), with World Kitchen (GHC), LLC, WKI Holding Company, Inc., World Kitchen, Inc. (collectively, “World Kitchen”), and Helen of Troy Limited (Barbados) (“HoT Barbados”) pursuant to which HoT Barbados will purchase certain of the assets of World Kitchen’s OXO International division (the “Business”) and assume certain of the liabilities relating to the Business for an aggregate purchase price of $275 million, subject to adjustment based on the inventory of the Business on the closing date. The Company will guarantee HoT Barbados’ obligations under the Acquisition Agreement. A copy of the Company’s press release announcing this transaction and the signing of the Acquisition Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to Exhibits 2.1 and 99.1 attached hereto.

On April 30, 2004, the Company announced that it had sold its 55% ownership interest in Tactica International, Inc. (“Tactica”) to the current operating management of Tactica. A copy of the Company’s press release announcing this sale is attached as Exhibit 99.2 hereto and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to Exhibit 99.2 attached hereto.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX