Sec Form 4 Filing - LYNCH JOSEPH E @ ENERGIZER HOLDINGS INC - 2007-01-25

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 LYNCH JOSEPH E 2. Issuer Name and Ticker or Trading Symbol ENERGIZER HOLDINGS INC [ ENR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) PRESIDENT & CEO SWS (Last) (First) (Middle) SCHICK-WILKINSON SWORD, 10 LEIGHTON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2007 (Street) MILFORD, CT06460 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 423 I By 401(k)

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 Stk Units in Deferred Compensation Plan CM $ 0 01/25/2007 I 1,714 ( 1 ) ( 1 ) Energizer Holdings, Inc. Common Stock 1,714 $ 83.23 9,038 D Phantom Stock Units in Deferred Compensation Plan $ 0 01/25/2007 I 32,632 ( 1 ) ( 1 ) Energizer Holdings, Inc. Common Stock 32,632 $ 83.23 10,375 D Non-Qualified Stock Option 1/14/05 $ 49.18 01/14/2006( 2 ) 01/13/2015 Energizer Holdings, Inc. Common Stock 10,000 10,000 D Non-Qualified Stock Option 1/26/04 $ 42.9 01/26/2005( 3 ) 01/25/2014 Energizer Holdings, Inc. Common Stock 50,000 50,000 D Non-Qualified Stock Option 3/28/03 $ 25.34 03/28/2004( 4 ) 03/27/2013 Energizer Holdings, Inc. Common Stock 80,000 80,000 D Phantom Stock Units in Executive Savings Investment Plan $ 0 ( 1 ) ( 1 ) Energizer Holdings, Inc. Common Stock 165 165 D Phantom Units in DCP - Performance $ 0 ( 5 ) ( 1 ) Energizer Holdings, Inc. Common Stock 20,000 20,000 D Restricted Stock Equivalent 10/9/06 $ 0 ( 6 ) ( 6 ) Energizer Holdings, Inc. Common Stock 20,000 20,000 D Restricted Stock Equivalents 1/14/05 $ 0 ( 7 ) ( 7 ) Energizer Holdings, Inc. Common Stock 5,000 5,000 D Restricted Stock Equivalents 5/19/03 $ 0 ( 8 ) ( 8 ) Energizer Holdings, Inc. Common Stock 20,000 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LYNCH JOSEPH E SCHICK-WILKINSON SWORD 10 LEIGHTON ROAD MILFORD, CT06460 PRESIDENT & CEO SWS Signatures JOSEPH E. LYNCH 01/29/2007 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 )Exercisable at the rate of 25% per year commencing 1/14/06. ( 3 )Exercisable at a rate of 20% per year commencing 1/26/05. ( 4 )Exercisable at a rate of 20% per year commencing March 28, 2004. ( 5 )25% of phantom stock units granted will vest on 10/11/08, 25% will vest in November, 2008, only if the Company's compounded annual growth rate (CAGR) for earnings per share exceeds 10% for the preceding 3 year period, and the remaining 50% will vest in entirety at that time only if CAGR equals or exceeds 15% (with incremental vesting between 11 and 15%). All units that do not vest will be forfeited. ( 6 )25% of Restricted Stock Equivalents granted will vest and convert into shares of Energizer Common Stock on 10/9/09, 25% will vest and convert into shares of Energizer Common Stock in November, 2009, only if the Company's compounded annual growth rate (CAGR) for earnings per share exceeds 10% for the preceding 3 year period, and the remaining 50% will vest in entirety and convert into shares of Energizer Common Stock at that time only if CAGR equals or exceeds 15% (with incremental vesting between 11 and 15%). All units will also vest and convert into shares of Energizer Common Stock upon the reporting person's death, involuntary termin ation (other than for cause) or Change in Control of the Company. All units that do not vest will be forfeited. ( 7 )Restricted Stock Equivalents will convert into shares of Energizer Holdings, Inc. common stock - 25% on 1/14/06, 25% on 1/14/07, 25% on 1/14/08 and 25% on 1/14/09. Equivalents are subject to forfeiture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55. ( 8 )Restricted Stock Equivalents will convert into shares of Energizer Common Stock - 1/3 on 5/19/06, 1/3 on 5/19/09 and 1/3 on 5/19/12, 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 forfeture if Reporting Person voluntarily terminates employment prior to conversion dates, other than upon retirement after attaining age 55.

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