916789--5/15/2006--HELEN_OF_TROY

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{customer, product, revenue}

{regulation, change, law}

{acquisition, growth, future}

{tax, income, asset}

{financial, litigation, operation}

Acquisitions and partnerships may be more costly or less profitable than anticipated and may adversely affect the price of our common shares. Our sales are dependent on sales from several large customers and the loss of, or substantial decline in sales to, a top customer could have a material adverse effect on our revenues and profitability. Our projections of sales and earnings are highly subjective and our future sales and earnings could vary in a material amount from our projections. We are dependent on third party manufacturers, most of which are located in the Far East and any inability to obtain products from such manufacturers could have a material adverse effect on our business, financial condition and results of operations. We have incurred substantial debt to fund acquisitions and capital expenditures, which could have an adverse impact on our business and profitability. Our disagreements with taxing authorities, tax compliance and the impact of changes in tax law could have an adverse impact on our business. Favorable tax treatment of our non-U.S. earnings is dependent on our ability to avoid classification as a Controlled Foreign Corporation. Changes in the composition of our shareholdings could have an impact on our classification. If our classification were to change, it could have a material negative effect on the largest U.S. shareholders and, in turn on the Company s business. We materially rely on licensed trademarks, the loss of which could have a material adverse effect on our revenues and profitability. We have recently become involved in securities class action litigation which could have a material adverse effect on our business, consolidated financial position, results of operations and cash flows.

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916789--5/15/2006--HELEN_OF_TROY_LTD