WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                                      SEC FILE NUMBER: 001-14669
                                                         CUSIP NUMBER: G4388N106

                           NOTIFICATION OF LATE FILING

      (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
  [ ] Form N-SAR
                        For Period Ended:  August 31, 2002

[ ] Transition Report on Form 10-K        [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F        [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

                        For the Transition Period Ended:

         Read attached instruction sheet before preparing form. Please print or

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: ______________________

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant:            Helen of Troy Limited
Former name if applicable:

Address of principal executive office (Street and number)
                                    Clarendon House, Church Street
City, state and zip code            Hamilton, Bermuda

                                     PART II
                             RULE 12b-25(b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

           (a)    The reasons described in reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or

           (b)    The subject annual report, semi-annual report, transition
                  report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
                  thereof, will be filed on or before the 15th calendar day
                  following the prescribed due date; or the subject quarterly
     [X]          report or transition report on Form 10-Q, or portion thereof,
                  will be filed on or before the fifth calendar day following
                  the prescribed due date; and

           (c)    The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.

                                    PART III

         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report or portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed).

         The Registrant's Form 10-Q for the period ended August 31, 2002, could
not be filed within the prescribed time period as the Registrant needs
additional time to complete the necessary information to file the report.

                                     PART IV
                                OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to this

   Vincent D. Carson                   915                  225-8000
        (Name)                     (Area Code)         (Telephone Number)

         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
                                                                 [X] Yes  [ ] No

         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
                                                                  [ ] Yes [X] No

         If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

                              Helen of Troy Limited
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date      October 16, 2002           By  /s/ Russell G. Gibson
     -----------------------             ---------------------------------------
                                         Russell G. Gibson,
                                         Senior Vice President
                                         Chief Financial Official

         Instruction. The form may be signed by an executive officer of the
         registrant or by any other duly authorized representative. The name and
         title of the person signing the form shall be typed or printed beneath
         the signature. If the statement is signed on behalf of the registrant
         by an authorized representative (other than an executive officer),
         evidence of the representative's authority to sign on behalf of the
         registrant shall be filed with the form.


         Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

         1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.

         2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.

         3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.

         4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.

         5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.