Sec Form 4 Filing - DANFORTH WILLIAM H @ ENERGIZER HOLDINGS INC - 2004-12-31

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DANFORTH WILLIAM H
2. Issuer Name and Ticker or Trading Symbol
ENERGIZER HOLDINGS INC [ ENR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
WASHINGTON UNIVERSITY - WEST CAMPUS, CAMPUS BOX 1044, 7425 FORSYTH BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2004
(Street)
ST. LOUIS, MO63105-2198
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Energizer Holdings, Inc. Common Stock 62,050 D
Energizer Holdings, Inc. Common Stock 53,461 I Immediate Family
Energizer Holdings, Inc. Common Stock 41,305 I by Spouse
Energizer Holdings, Inc. Common Stock 854,881 I by Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units in Deferred Compensation Plan $ 0 12/31/2004 A 273 ( 1 ) ( 1 ) Energizer Holdings, Inc. Common Stock 273 $ 49.521 11,525 D
Phantom Stock Units in Deferred Compensation Plan $ 0 12/31/2004 A 380 ( 2 ) ( 1 ) ( 1 ) Energizer Holdings, Inc. Common Stock 380 $ 0 11,905 D
Non-Qualified Stock Option 5/08/00 $ 17 05/08/2001 05/07/2010 Energizer Holdings, Inc. Common Stock 10,000 10,000 D
Restricted Stock Equivalents $ 0 ( 3 ) ( 3 ) Energizer Holdings, Inc. Common Stock 10,000 10,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DANFORTH WILLIAM H
WASHINGTON UNIVERSITY - WEST CAMPUS
CAMPUS BOX 1044, 7425 FORSYTH BLVD.
ST. LOUIS, MO63105-2198
X
Signatures
WILLIAM H. DANFORTH 01/04/2005
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
( 2 )Company match with respect to deferrals made during 2004.
( 3 )Restricted stock equivalents will convert into shares of Energizer Common Stock three years from date of grant unless Reporting Person elects to defer conversion until retirement or other termination, or unless deferral of conversion is mandated by Energizer Holdings, Inc. Equivalents subject to forfeiture if Reporting Person terminates service on the Board within three years of grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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