To Our Shareholders,

 The global economic environment over the past year has been very challenging. We have experienced economic events over the course of the past year that have negatively impacted our corporate performance, such as foreign currency exchange conversions and intangible asset value impairment charges. In spite of the various challenges encountered during fiscal 2009, we are pleased with the progress we have made in our business during the past year.

Fiscal year net sales decreased 4.6 percent to $622.7 million from $652.6 million in the prior fiscal year, and include the negative impact from foreign currency exchange of $8.8 million or 1.4 percent of sales. Net sales in the Housewares segment for the full year increased 6.9 percent to $175.5 million compared to $164.1 million for the same period last year. Net sales in the Personal Care segment for the full year decreased 8.4 percent to $447.2 million compared to $488.4 million for the same period last year. On a non-GAAP basis, earnings for the full year, excluding significant items, were $49.3 million or $1.59 per fully diluted share compared to $55.7 million or $1.75 per fully diluted share for the prior year. During the fiscal year ended February 28, 2009, the Company recorded a non-cash pretax impairment charge to goodwill and intangibles of $107.3 million. Net loss for the fiscal year on a GAAP basis including significant items was $56.8 million or $1.88 per fully diluted share, compared to net earnings of $61.5 million or $1.93 per fully diluted share in the prior fiscal year. These impairment charges for the fiscal year are non-cash and do not have any effect on our business, liquidity or cash flow.

On October 15, 2008 the Board of Directors authorized an additional 3,000,000 common shares to be purchased under our stock purchase plan, and extended the authorization to October 31, 2011. During fiscal 2009, we repurchased 574,365 shares of Helen of Troy Limited common stock for $7.4 million, or an average purchase price of $12.91 per share. At February 28, 2009, the Company’s balance sheet included stockholders’ equity of $508.7 million or $16.86 per fully diluted share. We ended the fiscal year with cash and trading securities of $103.2 million.

On October 13, 2008, we announced that Helen of Troy Limited acquired the worldwide rights and trademarks to the Ogilvie® brand of salon hair permanent and straightening products from Ascendia Brands, Inc. Ogilvie® is the leading brand of “at home” permanent and straightening products sold in the food, drug and mass merchandising markets.

On March 4, 2009, Helen of Troy announced that it entered into an agreement with The Procter & Gamble Company to acquire the global Infusium 23® hair-care business for a cash purchase price of $60 million. Infusium 23®, with its unique 80-plus-year heritage, has established a trusted reputation with stylists and consumers through its transformational product performance. Shampoos, conditioners and trusted leave-in treatments from Infusium 23® feature essential provitamins and treatment ingredients. Infusium 23® has become an icon for therapeutic hair care since its inception in 1924. The Infusium 23® transaction closed on March 31, 2009. We are very excited with both of these acquisitions and the value they bring to Helen of Troy

In March 2009, it was announced that Helen of Troy would be included in the Standard and Poor’s Small Cap 600 index after the close of trading on March 16, 2009. We are pleased that Standard & Poor has added Helen of Troy Limited to the index, which we believe will broaden Helen of Troy’s exposure in the financial marketplace, adding value to the Company for our shareholders.

On May 15, 2009, we announced that our 19-year old OXO® brand, best-known for its user-friendly consumer products based on Universal Design, has entered into two key strategic licensing agreements with Staples Inc., the world’s largest office products company, and UCB, Inc., a global biopharmaceutical leader. The partnerships extend OXO®’s reach into new categories. The products resulting from the relationships represent a two-year development process utilizing OXO®’s resources and design philosophy. We are pleased to see the OXO® business extend its core competencies into new categories and new distribution channels.

While our focus over the past year has been substantially related to cost containment and other operational efficiencies, we have continued to pursue strategic initiatives identified during the year. We plan to implement the following specific initiatives for fiscal 2010 with the goal of achieving sales and net earnings growth:

• Continued growth and expansion of OXO® product lines and global market distribution;

• Continued investment in new product line development and introductions to gain market share;

• Integration and development of our new Ogilvie® and Infusium 23® product lines;

• Pursuit of additional acquisitions of complementary businesses or product lines;

• Further development of licensing opportunities for the OXO® brand;

• Implementation of certain price increases to retailers in categories with increased cost of goods

• Continued implementation of productivity initiatives to reduce operating expenses; and

• Improved cost of goods sold for all products, particularly those sourced in the Far East;

• Working capital improvement through the reduction of inventories throughout the Company.

We believe the near-term retail environment will continue to be challenging; however, we will continue to execute our strategic initiatives with renewed effort and dedication as we formulate our plans for the year ahead. Our on-going challenge will be to continue building on the influence of our new product development process.

One of our traditional strengths has always been the ability to provide consumers with products they can use every day at a reasonable price. As we move forward and deal with the challenges and the opportunities presented to us during the coming year, I would like to acknowledge the significant and continuing contribution of our staff to our success over the past year.

To our shareholders and business colleagues, we look forward to an improved business environment over the next year or so, and will work with diligence to deliver improvements while enhancing Helen of Troy’s value to its shareholders. I thank you for your continued support.

I thank you for your continued support.

 Gerald J. Rubin
 Chairman
 Chief Executive Officer
 and President