UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10Q/A
(AMENDMENT
NUMBER TWO)
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
Quarter
Ended December 31, 2005
Commission
File No. 001-15401
ENERGIZER
HOLDINGS, INC.
(Exact
name of
registrant as specified in its charter)
|
MISSOURI
|
1-15401
|
No.
43-1863181
|
|
(State
or
Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
533
MARYVILLE UNIVERSITY DRIVE, ST. LOUIS MISSOURI 63141
(314)
985-2000
(Registrant's
telephone number, including area code)
Indicate
by check
mark whether the registrant (1) has filed all reports required to be filed
by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months, and (2) has been subject to such filing requirements for the past
90
days.
YES:
ü NO:
_____
Indicate
by check
mark whether the registrant is an accelerated filer (as defined in Rule 12b-2
of
the Exchange Act).
YES:
ü NO:
_____
Indicate
by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
YES: __ NO: ü
Indicate
the number
of shares of Energizer Holdings, Inc. common stock, $.01 par value, outstanding
as of the close of business on January 13, 2006:
62,615,041
Explanatory
Note
This
Amendment No. 2 on Form 10-Q/A amends
certain portions of the Quarterly Report on Form 10-Q of Energizer Holdings,
Inc. ("Energizer") for the fiscal period ended December 31, 2005 as filed with
the Securities and Exchange Commission on January 27, 2006, and as amended
February 17, 2006. In response to a telephone request from the Commission's
Division of Corporation Finance, we have amended the certifications filed as
Exhibits 31(i) and 31(ii) to include a statement on responsibility for internal
controls as required by Item 601(b)(31) of Regulation S-K, which is
highlighted in the attached certificates. No other amendments have been
made, and this Form 10-Q/A does not reflect events occurring after the filing
of
the original Quarterly Report or modify or update those disclosures affected
by
subsequent events.
Item
6—Exhibits
(a) The
following exhibits (listed by numbers corresponding to the Exhibit Table of
Item
601 in Regulation S-K) are filed with this report.
|
31(i)
|
Section
302
Certification of Chief Executive Officer.
|
|
31(ii)
|
Section
302
certification of Executive Vice President and Chief Financial
Officer.
|
SIGNATURES
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this amended report to be signed on its behalf by the undersigned
thereunto duly authorized.
ENERGIZER
HOLDINGS,
INC.
Registrant
By:
Daniel
J. Sescleifer
Executive
Vice
President and
Chief
Financial
Officer
Date:
March 2,
2006