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    As filed with the Securities and Exchange Commission on October 27, 2004



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): October 27, 2004


                             PLAYTEX PRODUCTS, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)


              Delaware                    1-12620              51-0312772     
---------------------------------      ------------     ----------------------
(State or other jurisdiction of         (Commission         (I.R.S. Employer
 incorporation or organization)         File Number)       Identification No.)



                300 Nyala Farms Road, Westport, Connecticut 06880
                -------------------------------------------------
                    (Address of principal executive offices)


        Registrant's telephone number, including area code (203) 341-4000
                                                           --------------


       N/A (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[_]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13e-4(C) under the
     Exchange Act (17 CFR 240.13e-4(c))

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SECTION 2 -- FINANCIAL INFORMATION

Item 2.02       Results of Operations and Financial Condition.

On October 27, 2004, Playtex Products, Inc. (the "Company") issued a press
release announcing its results of operations for the quarter ended September 25,
2004. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference into this Item.

The information contained in Item 2.02 of this Current Report on Form 8-K
(including the press release) is being furnished and shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
Section. The information contained in Item 2.02 of this Current Report on Form
8-K (including the press release) shall not be incorporated by reference into
any registration statement or other document filed pursuant to the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in any such filing.

SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01.      Financial Statements and Exhibits

 Exhibit Number                        Title                               
 --------------      ----------------------------------------
        99.1         Press Release of Playtex Products, Inc. 
                     dated October 27, 2004

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Exchange Act that are intended to come within the safe harbor protection
provided by those statutes. By their nature, all forward-looking statements
involve risks and uncertainties, and actual results may differ materially from
those contemplated by the forward-looking statements. Several factors that could
materially affect the Company's actual results are identified in Part I of the
Company's Annual Report on Form 10-K for the year ended December 27, 2003.







                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      PLAYTEX PRODUCTS, INC.

Date:         October 27, 2004        By:   /S/ Glenn A. Forbes
         ---------------------------        ---------------------------
                                            Glenn A. Forbes
                                            Executive Vice President and
                                            Chief Financial Officer
                                            (Principal Financial 
                                            and Accounting Officer)