Energizer Holding's Inc.'s Form 10-K Amendment No. 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________

FORM 10-K/A
(Amendment No. 2)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2005 Commission File No. 001-15401


ENERGIZER HOLDINGS, INC.
____________________________________

Incorporated in Missouri       IRS Employer Identification No. 43-1863181
533 Maryville University Drive, St. Louis, Missouri 63141
Registrant's telephone number, including area code: 314-985-2000

 
Securities registered pursuant to Section 12(b) of the Act:


Title of each class
Name of each exchange on which registered
   
Energizer Holdings, Inc.
Common Stock, par value $.01 per share
 
New York Stock Exchange, Inc.
Energizer Holdings, Inc.
Common Stock Purchase Rights
New York Stock Exchange, Inc.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes:  X     No:

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes:      No: X

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: X     No:
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes:  X    No:
 
Indicate by check mark whether the registrant is an accelerated filer.
Yes:  X    No:
 
Indicate by check mark whether the registrant is a shell company.
Yes:      No:  X
 
 

State the aggregate market value of the voting common equity held by nonaffiliates of the Registrant as of the close of business on March 31, 2005, the last day of the Registrant’s most recently completed second quarter: $4,059,847,475.

(Excluded from these figures is the voting stock held by Registrant's Directors and Executive Officers, who are the only persons known to Registrant who may be considered to be its "affiliates" as defined under Rule 12b-2. Registrant does not have a class of non-voting equity securities.)

Number of shares of Energizer Holdings, Inc. Common Stock ("ENR Stock"), $.01 par value, outstanding as of close of business on November 30, 2005: 65,313,324.


Explanatory Note
This Amendment No. 2 on Form 10-K/A amends certain portions of the Annual Report on Form 10-K of Energizer Holdings, Inc. ("Energizer") for the fiscal year ended September 30, 2005 as filed with the Securities and Exchange Commission on December 5, 2005, and as amended on February 15, 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-K/A does not reflect events occurring after the filing of the original Annual Report or modify or update those disclosures affected by subsequent events.
 
 
Item 15—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 Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

                ENERGIZER HOLDINGS, INC.
                    
                    By ________________________________
                   Ward M. Klein
                Chief Executive Officer

Date: March 2, 2006


 

Signature
Title
   
 
/s/ Daniel J. Sescleifer                         
Daniel J. Sescleifer
 
Executive Vice President and Chief Financial Officer
 
/s/ Mark A. Schafale                             
Mark A. Schafale
 
Vice President and Controller
 
/s/ William P. Stiritz                               
William P. Stiritz
 
Chairman of the Board of Directors
 
/s/ J. Patrick Mulcahy                          
J. Patrick Mulcahy
 
Vice Chairman of the Board of Directors
 
/s/ R. David Hoover                              
R. David Hoover
 
Director
 
/s/ John E. Klein                              
John E. Klein
 
Director
 
/s/ Richard A. Liddy                             
Richard A. Liddy
 
Director
 
/s/ W. Patrick McGinnis
W. Patrick McGinnis
 
Director
 
/s/ Joe R. Micheletto                            
Joe R. Micheletto
 
Director
 
/s/ Pamela Nicholson                             
Pamela Nicholson
 
 
Director
 
/s/ John R. Roberts                             
John R. Roberts
 
 
 
Director
/s/ John C. Hunter                             
John C. Hunter
 
 
Director
/s/ Bill G. Armstrong                             
Bill G. Armstrong
 
Director