FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * RUBIN GERALD J   2. Issuer Name and Ticker or Trading Symbol HELEN OF TROY LTD [HELE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, CEO & President (Last) (First) (Middle) ONE HELEN OF TROY PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 04/22/2013 (Street) EL PASO, TX 79912 4. If Amendment, Date Original Filed(Month/Day/Year) 04/24/2013 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.10 per share 04/22/2013   A   159,666 (1) A $ 0 1,564,110 D   Common Stock, par value $0.10 per share               6,832 I By wife Common Stock, par value $0.10 per share               276,980 I By River Oaks Properties Limited Partnership

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit ("RSU") (2)

$ 35.55

04/22/2013

A

100,000

(3)

(3)

Common Stock

$ 100,000 (3)

$ 0

100,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RUBIN GERALD J ONE HELEN OF TROY PLAZA EL PASO, TX 79912	X		Chairman, CEO & President

Signatures

/s/ Vincent D. Carson, as Attorney-In-Fact for Gerald J. Rubin		04/30/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 4/A adds one transaction that was omitted in the previously filed Form 4.
(2)	Each Restricted Stock Unit represents a contingent right to receive one share of Helen of Troy Limited Common Stock (par value $0.10 per share).
(3)	This Form 4/A corrects the previously filed Form 4 which indicated an incorrect vesting period. The correct vesting period is 33,400 RSUs vested on April 22, 2013, 33,300 RSUs will vest on February 28, 2014, and 33,300 RSUs will vest on February 28, 2015.

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