content: <PAGE>   1
   As filed with the Securities and Exchange Commission on November 16, 1998.
                                                      Registration No. 333-
                                                                           -------
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                              ------------------------
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              ------------------------
  
                                HELEN OF TROY LIMITED
               (Exact name of registrant as specified in its charter)
  
            BERMUDA                                       74-2692550
   (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                                 6827 MARKET AVENUE
                                EL PASO, TEXAS 79915
                            (Address, including Zip Code,
                           of Principal Executive Offices)
  
                                HELEN OF TROY LIMITED
                          1998 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                                    SAM L. HENRY
                                HELEN OF TROY LIMITED
                                 6827 MARKET AVENUE
                                EL PASO, TEXAS 79915
                                   (915) 779-6363
                        (Name, address, and telephone number,
                     including area code, of agent for service)
  
                                   with a copy to:
                                   Daniel W. Rabun
                                  Baker & McKenzie
                            2001 Ross Avenue, Suite 4500
                                 Dallas, Texas 75201
                              ------------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ===================================================================================================================
                                                         PROPOSED MAXIMUM      PROPOSED MAXIMUM     
         TITLE OF SECURITIES TO BE       AMOUNT TO BE   OFFERING PRICE PER    AGGREGATE OFFERING         AMOUNT OF
             REGISTERED(1)                REGISTERED          SHARE(2)             PRICE(2)          REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------
  <S>                                   <C>             <C>                   <C>                    <C>             
     Common Stock, $.10 par value       500,000 Shares          $14.96875           $7,484,375           $2,080.66
  ===================================================================================================================
  </TABLE>
  
  (1)  Shares of common stock of Helen of Troy Limited (the "Company"), $.10 par
       value per share (the "Common Stock"), being registered hereby relate to the
       Helen of Troy Limited 1998 Employee Stock Purchase Plan (the "Plan").
       Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
       amended (the "Securities Act"), there are also being registered such
       additional shares of Common Stock as may become issuable pursuant to the
       anti-dilution provisions of the Plan.
  
  (2)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
       basis of the average of the high and low sale prices of the Common Stock on
       November 13, 1998, as reported on the Nasdaq National Market System.
  
  
  ================================================================================
  
  
  <PAGE>   2
  
  
                                       PART II
  
                       INFORMATION NOT REQUIRED IN PROSPECTUS
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The documents listed in (a) through (c) below are hereby incorporated
  by reference into this Registration Statement. All documents subsequently filed
  by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
  post-effective amendment to the Registration Statement which indicates that all
  shares of Common Stock offered hereunder have been sold or which deregisters all
  shares then remaining unsold, shall be deemed to be incorporated herein by
  reference and to be a part hereof from the date of filing of such documents.
  
          (a)   The Company's Annual Report on Form 10-K for the fiscal year ended
                February 28, 1998;
  
          (b)   The Company's Quarterly Report on Form 10-Q for the fiscal
                quarter ended May 31, 1998;
  
          (c)   The Company's Quarterly Report on Form 10-Q for the fiscal
                quarter ended August 31, 1998; and
  
          (d)   The Company's description of its Common Stock, which is contained
                in its registration statement filed under the Exchange Act
                (Registration No. 0-23312), including any amendments or reports
                filed for the purpose of updating such descriptions.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
          Not Applicable.
  
  ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
  
          None.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Section 98 of the Companies Act of 1981 of Bermuda (as amended, the
  "Act") provides generally that a Bermuda company may indemnify its directors,
  officers and auditors against any liability which by virtue of Bermuda law
  otherwise would be imposed on them, except in cases where such liability arises
  from the fraud or dishonesty of which such officer, director or auditor may be
  guilty in relation to the Company. Section 98 further provides that a Bermuda
  company may indemnify its directors, officers, and auditors against any
  liability incurred against them in defending any proceedings, whether civil or
  criminal, in which judgment is awarded in their favor or they are acquitted or
  granted relief by the Supreme Court of Bermuda in certain proceedings arising
  under Section 281 of the Act.
  
           The Company has adopted provisions in its Memorandum of Association and
  Bye-Laws that provide that the Company shall indemnify its officers and
  directors to the maximum extent permitted under the Act. The Company has also
  entered into indemnity agreements with each of its directors and officers to
  provide them with the maximum indemnification allowed under its Memorandum of
  Association, Bye-Laws and the Act.
  
           The Act also permits a company to purchase and maintain insurance for
  the benefit of its officers and directors covering certain liabilities. The
  Company intends to maintain a policy of officers' and directors' liability
  insurance for the benefit of such persons.
  
           The preceding discussion of the Company's Memorandum of Association,
  Bye-Laws, the Act and the Indemnity Agreements is not intended to be exhaustive
  and is qualified in its entirety by the Memorandum of Association, Bye-Laws, the
  Act and the Indemnity Agreements.
  
  
  
                                         2
  <PAGE>   3
  
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          None.
  
  ITEM 8. EXHIBITS.
  
  The following are filed as exhibits to this Registration Statement:
  
  <TABLE>
  <CAPTION>
  Exhibit No.     Description
  -----------     -----------
  <S>             <C>        
  4.1             Memorandum of Association of the Company (incorporated herein by reference
                  to Exhibit 3.1 to the Company's Registration Statement on Form S-4 filed with
                  the Securities and Exchange Commission on December 30, 1993 (Registration
                  No. 33-73594)).
  
  4.2             Bye-Laws of the Company (incorporated herein by reference to Exhibit 3.2 to
                  the Company's Registration Statement on Form S-4 filed with the Securities and
                  Exchange Commission on December 30, 1993 (Registration No. 33-73594)).
  
  4.3             Helen of Troy Limited 1998 Employee Stock Purchase Plan.*
  
  5               Opinion of Conyers, Dill & Pearman.*
  
  23.1            Consent of Conyers, Dill & Pearman (See Exhibit 5).*
  
  23.2            Consent of KPMG Peat Marwick LLP.*
  
  24              Power of Attorney (included on the signature page of the Registration
                  Statement).*
  </TABLE>
  
  ------------------
  *filed herewith
  
  ITEM 9. UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
           (1)      To file, during any period in which offers or sales are being
   made, a post-effective amendment to this Registration Statement:
  
                    (i)  To include any prospectus required by Section 10(a)(3) of
           the Securities Act;
  
                    (ii) To reflect in the prospectus any facts or events arising
           after the effective date of the Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the Registration Statement. Notwithstanding the foregoing, any
           increase or decrease in volume of securities offered (if the total
           dollar value of securities offered would not exceed that which was
           registered) and any deviation from the low or high end of the estimated
           maximum offering range may be reflected in the form of prospectus filed
           with the Commission pursuant to Rule 424(b) if, in the aggregate, the
           changes in volume and price represent no more than a 20% change in the
           maximum aggregate offering price set forth in the "Calculation of
           Registration Fee" table in the effective Registration Statement;
  
                    (iii) To include any material information with respect to the
           Plan of Distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
  
  
                                         3
  <PAGE>   4
  
  
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  Registration Statement is on Form S-3, Form S-8, or Form F-3, and the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in the Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue. 
  
  
  
                                         4
  <PAGE>   5
  
  
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act, 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 November 13, 1998.
  
                              HELEN OF TROY LIMITED
  
                              By: /s/ Gerald J. Rubin
                                 ------------------------------------------------
                                  Gerald J. Rubin
                                  Chairman and Chief Executive Officer (Principal
                                  Executive Officer)
  
  
  
  
                                         5
  <PAGE>   6
  
  
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below hereby authorizes Gerald J.
  Rubin to file one or more amendments (including post-effective amendments) to
  this Registration Statement, which amendments may make such changes in this
  Registration Statement as each of them deems appropriate, and each such person
  hereby appoints Gerald J. Rubin as attorney-in-fact to execute in the name and
  on behalf of the Company and any such person, individually and in each capacity
  stated below, any such amendments to this Registration Statement.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  
  <TABLE>
  <CAPTION>
            Signature                         Title                              Date
            ---------                         -----                              ----
  <S>                                  <C>                                       <C> 
  /s/ Gerald J. Rubin                  Chairman, Chief Executive Officer         November 13, 1998
  ---------------------------          and Director (Principal Executive
  GERALD J. RUBIN                      Officer)                         
                                       
  
  /s/ H. McIntyre Gardner              President and Chief Operating             November 13, 1998
  ---------------------------          Officer
  H. MCINTYRE GARDNER                  
  
  /s/ Sam L. Henry                     Senior Vice-President, Finance,           November 13, 1998
  ---------------------------          Secretary, and Chief Financial  
  SAM L. HENRY                         Officer (Principal Financial and
                                       Accounting Officer)             
                                       
  
  /s/ Stanlee N. Rubin                 Director                                  November 13, 1998
  ---------------------------
  STANLEE N. RUBIN
  
  
  /s/ Gary B. Abromovitz               Director                                  November 13,1998
  ---------------------------
  GARY B. ABROMOVITZ
  
  /s/ Christopher L. Carameros         Director                                  November 13, 1998
  ---------------------------
  CHRISTOPHER L. CARAMEROS
  
  /s/ Byron H. Rubin                   Director                                  November 13, 1998
  ---------------------------
  BYRON H. RUBIN
  </TABLE>
  
  
  
                                         6
  <PAGE>   7
                                  EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.     Description                                                                       Page
  -----------     -----------                                                                       ----
  <S>             <C>                                                                               <C>
  4.3             Helen of Troy Limited 1998 Employee Stock Purchase Plan.
  
  5               Opinion of Conyers, Dill & Pearman.
  
  23.1            Consent of Conyers, Dill & Pearman (See Exhibit 5).
  
  23.2            Consent of KPMG Peat Marwick LLP.
  
  24              Power of Attorney (included on the signature page of the Registration
                  Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17123}]
metadata_filer: {"company-data": {"conformed-name": "HELEN OF TROY LTD", "cik": "0000916789", "assigned-sic": "3634", "irs-number": "742692550", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67369", "film-number": "98752950"}, "business-address": {"street1": "6827 MARKET AVE", "city": "EL PASO", "state": "TX", "zip": "79915", "phone": "9157796363"}, "mail-address": {"street1": "6827 MARKET AVE", "city": "EL PASO", "state": "TX", "zip": "79915"}}
text: 1
   As filed with the Securities and Exchange Commission on November 16, 1998.
                                                      Registration No. 333-
                                                                           -------
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                              ------------------------
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              ------------------------
  
                                HELEN OF TROY LIMITED
               (Exact name of registrant as specified in its charter)
  
            BERMUDA                                       74-2692550
   (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)
  
                                 6827 MARKET AVENUE
                                EL PASO, TEXAS 79915
                            (Address, including Zip Code,
                           of Principal Executive Offices)
  
                                HELEN OF TROY LIMITED
                          1998 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                                    SAM L. HENRY
                                HELEN OF TROY LIMITED
                                 6827 MARKET AVENUE
                                EL PASO, TEXAS 79915
                                   (915) 779-6363
                        (Name, address, and telephone number,
                     including area code, of agent for service)
  
                                   with a copy to:
                                   Daniel W. Rabun
                                  Baker & McKenzie
                            2001 Ross Avenue, Suite 4500
                                 Dallas, Texas 75201
                              ------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ===================================================================================================================
                                                         PROPOSED MAXIMUM      PROPOSED MAXIMUM     
         TITLE OF SECURITIES TO BE       AMOUNT TO BE   OFFERING PRICE PER    AGGREGATE OFFERING         AMOUNT OF
             REGISTERED(1)                REGISTERED          SHARE(2)             PRICE(2)          REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------
  Common Stock, $.10 par value       500,000 Shares          $14.96875           $7,484,375           $2,080.66
  ===================================================================================================================
  (1)  Shares of common stock of Helen of Troy Limited (the "Company"), $.10 par
       value per share (the "Common Stock"), being registered hereby relate to the
       Helen of Troy Limited 1998 Employee Stock Purchase Plan (the "Plan").
       Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
       amended (the "Securities Act"), there are also being registered such
       additional shares of Common Stock as may become issuable pursuant to the
       anti-dilution provisions of the Plan.
  
  (2)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
       basis of the average of the high and low sale prices of the Common Stock on
       November 13, 1998, as reported on the Nasdaq National Market System.
  
  ================================================================================
  2
  
                                       PART II
  
                       INFORMATION NOT REQUIRED IN PROSPECTUS
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The documents listed in (a) through (c) below are hereby incorporated
  by reference into this Registration Statement. All documents subsequently filed
  by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
  post-effective amendment to the Registration Statement which indicates that all
  shares of Common Stock offered hereunder have been sold or which deregisters all
  shares then remaining unsold, shall be deemed to be incorporated herein by
  reference and to be a part hereof from the date of filing of such documents.
  
          (a)   The Company's Annual Report on Form 10-K for the fiscal year ended
                February 28, 1998;
  
          (b)   The Company's Quarterly Report on Form 10-Q for the fiscal
                quarter ended May 31, 1998;
  
          (c)   The Company's Quarterly Report on Form 10-Q for the fiscal
                quarter ended August 31, 1998; and
  
          (d)   The Company's description of its Common Stock, which is contained
                in its registration statement filed under the Exchange Act
                (Registration No. 0-23312), including any amendments or reports
                filed for the purpose of updating such descriptions.
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
          Not Applicable.
  
  ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
  
          None.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           Section 98 of the Companies Act of 1981 of Bermuda (as amended, the
  "Act") provides generally that a Bermuda company may indemnify its directors,
  officers and auditors against any liability which by virtue of Bermuda law
  otherwise would be imposed on them, except in cases where such liability arises
  from the fraud or dishonesty of which such officer, director or auditor may be
  guilty in relation to the Company. Section 98 further provides that a Bermuda
  company may indemnify its directors, officers, and auditors against any
  liability incurred against them in defending any proceedings, whether civil or
  criminal, in which judgment is awarded in their favor or they are acquitted or
  granted relief by the Supreme Court of Bermuda in certain proceedings arising
  under Section 281 of the Act.
  
           The Company has adopted provisions in its Memorandum of Association and
  Bye-Laws that provide that the Company shall indemnify its officers and
  directors to the maximum extent permitted under the Act. The Company has also
  entered into indemnity agreements with each of its directors and officers to
  provide them with the maximum indemnification allowed under its Memorandum of
  Association, Bye-Laws and the Act.
  
           The Act also permits a company to purchase and maintain insurance for
  the benefit of its officers and directors covering certain liabilities. The
  Company intends to maintain a policy of officers' and directors' liability
  insurance for the benefit of such persons.
  
           The preceding discussion of the Company's Memorandum of Association,
  Bye-Laws, the Act and the Indemnity Agreements is not intended to be exhaustive
  and is qualified in its entirety by the Memorandum of Association, Bye-Laws, the
  Act and the Indemnity Agreements.
  
                                         2
  3
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          None.
  
  ITEM 8. EXHIBITS.
  
  The following are filed as exhibits to this Registration Statement:
  Exhibit No.     Description
  -----------     -----------
  4.1             Memorandum of Association of the Company (incorporated herein by reference
                  to Exhibit 3.1 to the Company's Registration Statement on Form S-4 filed with
                  the Securities and Exchange Commission on December 30, 1993 (Registration
                  No. 33-73594)).
  
  4.2             Bye-Laws of the Company (incorporated herein by reference to Exhibit 3.2 to
                  the Company's Registration Statement on Form S-4 filed with the Securities and
                  Exchange Commission on December 30, 1993 (Registration No. 33-73594)).
  
  4.3             Helen of Troy Limited 1998 Employee Stock Purchase Plan.*
  
  5               Opinion of Conyers, Dill & Pearman.*
  
  23.1            Consent of Conyers, Dill & Pearman (See Exhibit 5).*
  
  23.2            Consent of KPMG Peat Marwick LLP.*
  
  24              Power of Attorney (included on the signature page of the Registration
                  Statement).*
  ------------------
  *filed herewith
  
  ITEM 9. UNDERTAKINGS.
  
           (a)      The undersigned Registrant hereby undertakes:
  
           (1)      To file, during any period in which offers or sales are being
   made, a post-effective amendment to this Registration Statement:
  
                    (i)  To include any prospectus required by Section 10(a)(3) of
           the Securities Act;
  
                    (ii) To reflect in the prospectus any facts or events arising
           after the effective date of the Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the Registration Statement. Notwithstanding the foregoing, any
           increase or decrease in volume of securities offered (if the total
           dollar value of securities offered would not exceed that which was
           registered) and any deviation from the low or high end of the estimated
           maximum offering range may be reflected in the form of prospectus filed
           with the Commission pursuant to Rule 424(b) if, in the aggregate, the
           changes in volume and price represent no more than a 20% change in the
           maximum aggregate offering price set forth in the "Calculation of
           Registration Fee" table in the effective Registration Statement;
  
                    (iii) To include any material information with respect to the
           Plan of Distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
                                         3
  4
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  Registration Statement is on Form S-3, Form S-8, or Form F-3, and the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in the Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue. 
  
                                         4
  5
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act, 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 November 13, 1998.
  
                              HELEN OF TROY LIMITED
  
                              By: /s/ Gerald J. Rubin
                                 ------------------------------------------------
                                  Gerald J. Rubin
                                  Chairman and Chief Executive Officer (Principal
                                  Executive Officer)
  
                                         5
  6
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below hereby authorizes Gerald J.
  Rubin to file one or more amendments (including post-effective amendments) to
  this Registration Statement, which amendments may make such changes in this
  Registration Statement as each of them deems appropriate, and each such person
  hereby appoints Gerald J. Rubin as attorney-in-fact to execute in the name and
  on behalf of the Company and any such person, individually and in each capacity
  stated below, any such amendments to this Registration Statement.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  Signature                         Title                              Date
            ---------                         -----                              ----
  /s/ Gerald J. Rubin                  Chairman, Chief Executive Officer         November 13, 1998
  ---------------------------          and Director (Principal Executive
  GERALD J. RUBIN                      Officer)                         
                                       
  
  /s/ H. McIntyre Gardner              President and Chief Operating             November 13, 1998
  ---------------------------          Officer
  H. MCINTYRE GARDNER                  
  
  /s/ Sam L. Henry                     Senior Vice-President, Finance,           November 13, 1998
  ---------------------------          Secretary, and Chief Financial  
  SAM L. HENRY                         Officer (Principal Financial and
                                       Accounting Officer)             
                                       
  
  /s/ Stanlee N. Rubin                 Director                                  November 13, 1998
  ---------------------------
  STANLEE N. RUBIN
  
  /s/ Gary B. Abromovitz               Director                                  November 13,1998
  ---------------------------
  GARY B. ABROMOVITZ
  
  /s/ Christopher L. Carameros         Director                                  November 13, 1998
  ---------------------------
  CHRISTOPHER L. CARAMEROS
  
  /s/ Byron H. Rubin                   Director                                  November 13, 1998
  ---------------------------
  BYRON H. RUBIN
  6
  7
                                  EXHIBIT INDEX
  Exhibit No.     Description                                                                       Page
  -----------     -----------                                                                       ----
  4.3             Helen of Troy Limited 1998 Employee Stock Purchase Plan.
  
  5               Opinion of Conyers, Dill & Pearman.
  
  23.1            Consent of Conyers, Dill & Pearman (See Exhibit 5).
  
  23.2            Consent of KPMG Peat Marwick LLP.
  
  24              Power of Attorney (included on the signature page of the Registration
                  Statement).