As filed with the Securities and Exchange Commission on January 15, 2009.

Registration No. 333-67349

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HELEN OF TROY LIMITED

(Exact name of registrant as specified in its charter)

Clarendon House

Church Street

Hamilton, Bermuda

(Address, including Zip Code, of Principal Executive Offices)

Helen of Troy Limited

1998 Stock Option and Restricted Stock Plan

(Full title of the plan)

Vincent D. Carson

C/O Helen of Troy L.P.

One Helen of Troy Plaza

El Paso, Texas 79912

(Name and address of agent for service)

(915) 225-8000

(Telephone number, including area code, of agent for service)

with a copy to:

W. Crews Lott

Baker & McKenzie LLP

2001 Ross Avenue, Suite 2300

Dallas, Texas 75201

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

DEREGISTRATION OF SHARES

Helen of Troy Limited (the “Company”) is filing this Post-Effective Amendment (the “Post-Effective Amendment”) in order to withdraw and remove from registration the unissued and unsold common shares of the Company previously registered by the Company pursuant to its Registration Statement on Form S-8 (File No. 333-67349) (the “Registration Statement”), which relates to the Company’s 1998 Stock Option and Restricted Stock Plan, which has expired.

This Post-Effective Amendment hereby amends the Registration Statement to deregister the unissued and unsold common shares of the Company registered under the Registration Statement; provided that common shares will remain available for issuance and sale upon the exercise of outstanding options that were granted under the plan prior to its expiration. As a result of this deregistration, no common shares of the Company remain registered for sale pursuant to the Registration Statement, except as provided above.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Paso, State of Texas, on this 13th day of January, 2009.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

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