SEC Form 3

FORM 3

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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Plainfield Capital Ltd (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/05/2008	3. Issuer Name and Ticker or Trading Symbol PLAYBOY ENTERPRISES INC [ PLA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
CLASS A COMMON STOCK, PAR VALUE $0.01	926,700	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Plainfield Capital Ltd (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PLAINFIELD SPECIAL SITUATIONS MASTER FUND LTD. (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PLAINFIELD ASSET MANAGEMENT LLC (Last) (First) (Middle) 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HOLMES MAX (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Prior to November 5, 2008, the shares reported on Table 1 of this Form 3 (the "Reported Shares") were owned directly by Plainfield Special Situations Master Fund Limited, a Cayman Islands corporation ("Master Fund"), and indirectly by Plainfield Asset Management LLC, a Delaware limited liability company ("Asset Management") and Max Holmes, an individual ("Max Holmes"). On November 5, 2008, Master Fund transferred the direct ownership of the Reported Shares to Plainfield Capital Limited, a Cayman Islands company ("Plainfield Capital"). As of November 5, 2008, the Reported Shares are owned directly by Plainfield Capital, and are owned indirectly by Master Fund Limited, Asset Management and Max Holmes. Master Fund is the 100% owner of Plainfield Capital Limited. Asset Management is the manager of Master Fund and Plainfield Capital. Max Holmes is the chief investment officer of Asset Management.

2. Each of Master Fund, Asset Management and Max Holmes disclaims beneficial ownership of all such shares, except to the extent to which each holds a pecuniary interest therein.

Remarks:

*Duly authorized pursuant to Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, included as Exhibit 24 to this Form 3.

	PLAINFIELD CAPITAL LIMITED By: /s/ Thomas X. Fritsch Authorized Individual	11/17/2008
	PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED By: /s/ Thomas X. Fritsch Authorized Individual	11/17/2008
	PLAINFIELD ASSET MANAGEMENT LLC By: /s/ Thomas X. Fritsch Managing Director and General Counsel	11/17/2008
	MAX HOLMES By: /s/ Thomas X. Fritsch Attorney in Fact*	11/17/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.