Ownership Submission
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Kelley Kris J
   2. Issuer Name and Ticker or Trading Symbol
PLAYTEX PRODUCTS INC [PYX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President & CFO
(Last)
(First)
(Middle)
608 PATRIOT ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
12/09/2004
(Street)

SOUTHBURY, CT 06488		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
Employee Stock Option (right to buy) $ 7.26 12/09/2004   A   13,333     (1) 12/09/2014 Common Stock 13,333 $ 0 13,333 D  
Employee Stock Option (right to buy) $ 7.26 12/09/2004   A   26,667     (2)(3)(4) 12/09/2014 Common Stock 26,667 $ 0 26,667 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kelley Kris J
608 PATRIOT ROAD
SOUTHBURY, CT 06488		       Executive Vice President & CFO  

Signatures

 /s/ Kris J. Kelley   12/13/2004
**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) These options were granted under the Playtex 2003 Stock Option Plan for Directors and Key Employees of Playtex Products, Inc. One third of these options vest on each of the last Saturday nearest December 31, 2005, December 31, 2006 and December 31, 2007.
(2) These options were granted under the Playtex 2003 Stock Option Plan for Directors and Key Employees of Playtex Products, Inc. One third of these options (the "Annual Vesting Portion") vest at the end of each of the Issuer's fiscal years (the last Saturday nearest to December 31) 2005, 2006 and 2007; provided that, the Annual Vesting Portion for each such fiscal year shall vest and become exercisable at the end of such fiscal year only if the average daily closing share price of the Issuer's Common Stock during the last quarter of such fiscal year equals or exceeds the "Share Price Target" for such fiscal year. The Share Price Targets for fiscal year 2005, 2006 and 2007 are $9.50, $12.00 and $14.50, respectively.
(3) Notwithstanding the foregoing, (i) if the Share Price Target for fiscal year 2005 (the "First Fiscal Year") is not attained, the Annual Vesting Portion for the First Fiscal Year shall vest and become exercisable upon the earlier of (A) the end of fiscal year 2006 (the "Second Fiscal Year") if the applicable Share Price Target for the Second Fiscal Year is attained, and (B) the end of fiscal year 2007 (the "Third Fiscal Year") if the applicable Share Price Target for the Third Fiscal Year is attained, and (ii) if the Share Price Target for the Second Fiscal Year is not attained, the Annual Vesting Portion for the Second Fiscal Year shall vest and become exercisable if the Share Price Target for the Third Fiscal Year is attained.
(4) However, any shares of Common Stock subject to an Annual Vesting Portion that are not vested and exercisable as of the end of the Third Fiscal Year shall be immediately terminated and canceled without payment (or further consideration to the reporting person) by the Issuer. Share Price Targets may be equitably adjusted in certain circumstances.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.