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    As filed with the Securities and Exchange Commission on November 17, 2005



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

                                    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): November 16, 2005


                             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 8 -- OTHER EVENTS

Item 8.01       Other Events.

On November 16, 2005, Playtex Products, Inc. (the "Company") announced that it
has sold its non-core brand assets including Baby Magic, Mr. Bubble, Ogilvie,
Binaca, Dorothy Gray, Dentax, Tek, Tussy, Chubs, and Better Off. The brands were
sold to Cenuco, Inc., parent company of Lander, a health and beauty care
products company.

The purchase price for the brand assets is $57 million in cash received at
today's closing, subject to certain adjustments.

The press release issued by the Company is attached as Exhibit 99.1 to this
report and is incorporated herein by reference.



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 November 16, 2005



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 25, 2004.





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                                   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: November 17, 2005                         By: /s/ KRIS J. KELLEY          
      -----------------                             ----------------------------
                                                    Kris J. Kelley
                                                    Executive Vice President and
                                                    Chief Financial Officer
                                                    (Principal Financial and 
                                                    Accounting Officer)









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