SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HWH INC (Last) (First) (Middle) 300 CRESCENT COURT, SUITE 1700 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PLAYTEX PRODUCTS INC [ PYX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/21/2005
	4. 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 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 $0.01 per share ("Common Stock")	12/21/2005		J(1)		8,055,555	D	(1)	0	I	See footnotes(1)(2)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* HWH INC (Last) (First) (Middle) 300 CRESCENT COURT, SUITE 1700 (Street) DALLAS TX 75201 (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* HWH LP (Last) (First) (Middle) C/O HAAS WHEAT & PARTNERS LP 300 CRESCENT COURT, SUITE 1700 (Street) DALLAS TX 75201 (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* HWH CAPITAL PARTNERS LP (Last) (First) (Middle) C/O HAAS WHEAT & PARTNERS LP 300 CRESCENT COURT, SUITE 1700 (Street) DALLAS TX 75201 (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. The 8,055,555 shares of the Issuer's common stock reported herein were directly held by HWH Capital Partners, L.P. ("HWH Capital Partners"). HWH, L.P., the general partner of HWH Capital Partners ("HWHLP"), and HWH Incorporated ("HWH, Inc."), the general partner of HWHLP, were deemed to have indirect ownership of such shares. On December 21, 2005, HWH Capital Partners distributed the 8,055,555 shares pro rata to its partners. In connection with that distribution, HWHLP received shares of the Issuer's common stock and immediately distributed such shares pro rata to its partners and HWH, Inc. received shares of the Issuer's common stock and immediately distributed such shares pro rata to its stockholders. Following such distributions, HWH Capital Partners, HWHLP and HWH, Inc. (collectively, the "Reporting Persons") owned no shares. No consideration was paid in connection with the distributions.

2. In prior reports, the Reporting Persons reported beneficial ownership of the 8,055,555 shares held by HWH Capital Partners. HWHLP and HWH, Inc. disclaim beneficial ownership of securities in excess of their direct or indirect interest in the profits or capital accounts of HWHLP or HWH Capital Partners and this report shall not be deemed an admission that HWH, Inc. or HWHLP is or was the beneficial owner of these securities in excess of such amount.

Remarks:

Prior to the transactions reported herein, the Reporting Persons may have been deemed to be members of a Section 13(d) group that owned more than 10% of the Issuer's outstanding common stock. However, each of the Reporting Person disclaims such group membership, and this report shall not be deemed an admission that such Reporting Person is or was a member of a Section 13(d) group that owned more than 10% of the Issuer's outstanding Common Stock for purposes of Section 16 or for any other purpose. (3) Douglas D. Wheat is signing in his capacity as President of HWH Incorporated, the general partner of HWH, L.P., the general partner of HWH Capital Partners, L.P. (4) Douglas D. Wheat is signing in his capacity as President of HWH Incorporated, the general partner of HWH, L.P. (5) Douglas D. Wheat is signing in his capacity as President of HWH Incorporated

	/s/ Douglas D. Wheat, President (3)	12/22/2005
	/s/ Douglas D. Wheat, President (4)	12/22/2005
	/s/ Douglas D. Wheat, President (5)	12/22/2005
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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