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): June 1, 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)

Item 2. Acquisition or Disposition of Assets.

     On June 1, 2004, Helen of Troy Limited (the “Company”) announced that, indirectly through its subsidiary Helen of Troy Limited (Barbados), the Company had completed its acquisition of certain assets and liabilities of OXO International from World Kitchen (GHC), LLC, WKI Holding Company, Inc. and World Kitchen, Inc. (collectively, “Seller”) for approximately $273.2 million plus the assumption of certain liabilities. The nature and amount of consideration related to the acquisition were determined by arms-length negotiations between the Company and Seller. To fund the acquisition, the Company entered into a Credit Agreement, dated as of June 1, 2004 (the “Credit Agreement”), with Helen of Troy L.P., Bank of America, N.A. and the other lenders party thereto and a Term Loan Credit Agreement (the “Term Loan Credit Agreement”), dated as of June 1, 2004, with Helen of Troy L.P., Banc of America Mezzanine Capital, LLC and the other lenders party thereto. The purchase price of the OXO International acquisition was funded by borrowings of $73.2 million under the Credit Agreement and $200.0 million under the Term Loan Credit Agreement. The assets acquired included intellectual property, contracts, goodwill, inventory and books and records. The assumed liabilities included contractual obligations and accruals. The Company intends to continue to operate the acquired assets on substantially the same basis as such assets were operated by Seller prior to the closing.

     The press release, Credit Agreement, Term Loan Credit Agreement, Acquisition Agreement and Amendment to the Acquisition Agreement are attached hereto and incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and 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