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
	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* BLUM CAPITAL PARTNERS LP (Last) (First) (Middle) 909 MONTGOMERY STREET SUITE 400 (Street) SAN FRANCISCO CA 94133 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/07/2004
	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	05/07/2004		S		10,568	D	$7.09	1,569,677	D(1)
Common Stock	05/07/2004		S		752	D	$7.09	111,768	D(2)(9)
Common Stock	05/07/2004		S		3,811	D	$7.09	566,033	D(3)(9)
Common Stock	05/07/2004		S		4,463	D	$7.09	662,919	D(4)(9)
Common Stock	05/07/2004		S		3,969	D	$7.09	589,597	D(5)(9)
Common Stock	05/07/2004		S		1,731	D	$7.09	257,171	D(6)(9)
Common Stock	05/07/2004		J(10)		96,775	D	$0	0	D(7)(9)
Common Stock	05/07/2004		S		6	D	$7.09	125,547	D(8)

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* BLUM CAPITAL PARTNERS LP (Last) (First) (Middle) 909 MONTGOMERY STREET SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLUM RICHARD C (Last) (First) (Middle) 909 MONTGOMERY STREET SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RICHARD C BLUM & ASSOCIATES INC (Last) (First) (Middle) 909 MONTGOMERY STREET SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLUM STRATEGIC GP LLC (Last) (First) (Middle) 909 MONTGOMERY STREET SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares are owned directly by Blum Strategic Partners, L.P. ("Blum Strategic"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP, L.L.C. ("Blum GP"), the general partner of Blum Strategic, and (ii) Richard C. Blum, a managing member of Blum GP. Mr. Blum is also a director of the Issuer. Both Blum GP and Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

2. These shares are owned directly by Stinson Capital Fund (Cayman), Ltd.

3. These shares are owned directly by Stinson Capital Partners, L.P.

4. These shares are owned directly by Stinson Capital Partners II, L.P.

5. These shares are owned directly by Stinson Capital Partners (QP), L.P.

6. These shares are owned directly by BK Capital Partners IV, L.P.

7. These shares were owned directly by RCBA-Playtex, L.P.

8. These shares are directly owned by Blum Capital Partners, L.P. ("Blum LP") and include 6,791 shares received in a distribution referred to in Note (10) below. They may be deemed to be owned indirectly by Richard C. Blum & Associates, Inc. ("RCBA Inc.") and Richard C. Blum, as described in Note (9) below. RCBA Inc. and Mr. Blum disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

9. These shares may be deemed to be owned indirectly by the following parties: (i) Blum LP, an investment manager with voting and investment discretion for the investment advisory account described in Note (2) and the general partner of the limited partnerships described in Notes (3), (4), (5), (6) and (7); (ii) RCBA Inc., the general partner of Blum LP; and (iii) Richard C. Blum, a significant stockholder and chairman of RCBA Inc., and a director of the Issuer. Blum LP, RCBA Inc. and Mr. Blum disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein.

10. This represents a distribution of shares by RCBA-Playtex, L.P. to: (i) a limited partner, in connection with the withdrawal of the limited partner from RCBA-Playtex, L.P., and (ii) Blum LP, the general partner of RCBA-Playtex, L.P.

Remarks:

	See Attached Signature Page	05/10/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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