SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
May 6, 2009
  Via U.S. Mail and facsimile to (915) 225-8001

 Mr. Gerald J. Rubin Chief Executive Officer Helen of Troy Limited 1 Helen of Troy Plaza El Paso, TX 79912
 Re: Helen of Troy Limited
Form 10-K for the fiscal year ended February 29, 2008
  Filed May 13, 2008
   File No. 001-14669

Dear Mr. Rubin:
 We have reviewed your supplemental response letter dated  May 4, 2009 as well
as your filing and have the following comments.  As noted in our comment letter dated April 6, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.
Critical Accounting Policies and Estimates, page 12

1. We note your response to comment 1.  Please revise your disclosures as follows:
• Provide a discussion of your historical growth rates in the Housewares
segment and explain how they were considered when determining the growth rate to be utilized in your cash flows projections.  Please quantify the actual rates used in your discounted cash flow valuations.
• Disclose the annual growth rate in earnings you need to achieve in your cash flow projections in order to avoid having a goodwill impairment charge.
• In view of the current economic environment, discuss how you considered the uncertainties inherent in your estimated future growth rates.  For example, you should explain if and when you anticipated a recovery of the economy in your growth rates used in your cash flows analysis.

Mr. Gerald J. Rubin
Helen of Troy, Ltd. May 6, 2009 Page 2  2. We refer to the control premiums used to determine the fair value of your reporting units.  Please revise to disclose the specific facts and circumstances that support a control premium of 37.1% for the Housewares segment and why this is significantly higher than those used in the Personal Care segment.
 3. We note that you have assigned weights to the valuation methods used based on management’s assessment of the extent to which the current economic environment affects each reporting unit’s value.  Specifically, we note that you assigned a 10% weight and 50% weight to  the discounted cash flow models used
to determine the fair value of the Personal Care and Housewares segments, respectively.  Please expand your disclosure to provide more insight into your basis for the specific weights assigned to the models used in your analyses.

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Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact
Christy Adams, Staff Accountant, at (202)  551-3363 or Terry French, Accountant Branch
Chief, at (202) 551-3828 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.            S i n c e r e l y ,             / s / L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r