SecProbe.io

Mail Stop 3720

September 10 , 2015

Mr. Brian L. Grass
Chief Financial Officer  and Principal Financial Officer
Helen of Troy Limited
1 Helen of Troy Plaza
El Paso, Texas  79912

Re: Helen of Troy Limited
 Form 10 -K for Fiscal Year Ended February 28, 2015
Filed April 29, 2015
File No. 1-14669

Dear Mr. Grass :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended February 28, 2015

Management's Discussion and Analysis of Financial Condition and Results of Operations

Income Tax Expense, page 54

1. We refer you to page 100 and note that your effective tax rate was significantly affected
by lower rates on your non -U.S. operations in each  year presented.  It appears as though
separately discussing the foreign effective income tax rates is important information
necessary to understanding your results of operations.  Accordingly, please discuss in
greater detail the impact on your effective income tax rates and obligations of having
proportionally higher earnings in countries where you have lower statutory tax rates. You
should consider explaining the relationship between the foreign and domestic effective
tax rates in greater detail.  Please  refer to Item 303(a)(3)(i) of Regulation S -K and Section
III.B of SEC Release 33 -8350.

Mr. Brian L. Grass
Helen of Troy Limited
September 10, 2015
Page 2

 Financial Condition, Liquidity and Capital Resources, page 57

2. Since your foreign operations are significant, please tell us and:

 Disclose the amount of cash , cash equivalents and short -term investments held by
your foreign subsidiaries as compared to your total amount of cash , cash equivalents
and short -term investments as of year -end;
 Quantify the amount of cash held in foreign countries where the funds are not readily
convertible into other foreign currencies, including U.S. dollars.  Please also explain
the implications of any such restrictions upon your liquidity;
 Discuss the fact th at if the foreign cash and cash equivalents are needed for your
operations in the U.S., you would be required to accrue and pay U.S. taxes to
repatriate these funds ; and
 Disclose if it is your intent is to permanently reinvest these foreign amounts outside
the U.S. and whether your current plans demonstrate a need to repatriate the foreign
amounts to fund your U.S. operations including debt repayment.

 Please refer to Item 303(a)(1) of Regulation S -K, SEC Release 33 -8350 Section IV
 and Financial Reporting  Codification 501.0 3.a.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 11 – Income Taxes, page 100

3. We note the caption in your income tax rate reconciliation, “Decrease in income taxes
due to income from non -U.S. o perations subject to varying income tax rates.”  Please
explain to us what the foreign rate differential represents in each of the three years
presented. As part of your response, explain how the foreign rate differential is
determined in each fiscal year and provide us with an analysis of the significant
components of this item.

4. We note the significant effect of zero tax rate in Macau in your income tax rate
reconciliation and were unable to find any discussion of your operations in Macau and
how they res ulted in such a material decrease in your effective tax rate.  In sufficient
detail please tell us about your income generating activities in Macau and why you have
no tax liability associated with the related income.  Tell us about reviews that have been
conducted by the various tax authorities and the related risks associated with your tax
position.

Mr. Brian L. Grass
Helen of Troy Limited
September 10, 2015
Page 3

 5. Please tell  us the amount of undistributed earnings of foreign subsidiaries that are
considered to be indefinitely reinvested, the deferred tax liability f or unrepatriated foreign
earnings;  and how you complied with the disclosure requirements of ASC 740 -30-50-2.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respec t to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Sharon Virga, Senior Staff Accountant, at (202 ) 551 -3385 or Christy Adams,
Senior St aff Accountant, at (202) 551 -3363  or me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Terry French for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications