Mail Stop 3561

 					May 3, 2006



Mr. Kris J. Kelley
Executive Vice President and Chief Financial Officer
Playtex Products, Inc.
300 Nyala Farms Road
Westport, CT 06880

	Re:	Playtex Products, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2005
      Filed March 14, 2006
		File No. 1-12620

Dear Mr. Kelley:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your disclosures in
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.








Form 10-K for Fiscal Year Ended December 31, 2005

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 14

Results of Operations, page 15

Year Ended December 31, 2005 Compared to Year Ended December 25,
2004, page 15
1. Where you describe two or more business reasons that
contributed
to a material change in a financial statement line item between
periods in total and by segment, please quantify the extent to
which
each change contributed to the overall change in that line item.
Also disclose the extent to which changes in revenues are
attributable to price and/or volume increases.  For example, with
respect to the increase in net sales in the Feminine Care segment,
you should quantify the impact of the increased shipments of
Gentle
Glide versus the offsetting impact of the reduced prices on
Beyond.
See Item 303(a) of Regulation S-K and SEC Release No. 33-8350.

Contractual Obligations, page 20
2. Please revise your table of contractual cash obligations to
include the following:
(a) Estimated interest payments on your debt; and
(b) Required funding of pension and other postretirement benefit
obligations.
Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table.  We
assume
that estimated interest payment information is readily available
since the vast majority of your indebtedness is comprised of fixed
rate notes.  If you continue to choose not to include these
payments,
you should revise the footnotes to the table to discuss the cash
requirements for interest, post-employment benefits and any other
additional items that are material to an understanding of your
cash
requirements.  See Section IV.A and footnote 46 to the
Commission`s
MD&A Guidance issued December 29, 2003, available at www.sec.gov.

Item 9A. Controls and Procedures, page 24
3. You state that your certifying officers concluded that your
disclosure controls and procedures were effective "to ensure that
material information required to be disclosed by [you] in the
reports
[you] file or submit under the Exchange Act is recorded,
summarized
and reported within the time periods specified in the SEC`s rules
and
forms."  In future filings, please revise your disclosure
regarding
effectiveness to include the entire definition of disclosure
controls
and procedures in Exchange Act Rule 13a -15(e).  In particular,
you
should state whether the certifying officers concluded that your
disclosure controls and procedures were effective to ensure that
information required to be disclosed by you in the reports you
file
or submit under the Exchange Act is not only recorded, summarized
and
reported, but also "processed," within the time periods specified
in
the SEC`s rules and forms.  Further, state, if true, whether the
same
officers concluded the controls and procedures were effective in
"ensur[ing] that information required to be disclosed by you in
the
reports that you file or submit under the Act is accumulated and
communicated to your management, including your principal
executive
and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding
required disclosure."  See Exchange Act Rule 13a-15(e).
Additionally, please confirm to us that your conclusion regarding
effectiveness would not change had such statements been included
in
the filing.

Note 4. (Loss) Gain on Sale of Assets, page F-13
4. Please explain to us in detail how you determined not to report
the results of operations and related gains and losses on the sale
of
your non-core brand assets as discontinued operations.  If you
determined that the individual and/or aggregate non-core brand
assets
did not represent a "component," as that term is contemplated in
paragraph 41 of SFAS 144, please advise us in detail as to how you
arrived at this conclusion.  In this connection, your disclosures
throughout the document, including your presentation of non-core
assets as a SFAS 131 reportable segment, suggest that the
operations
and cash flows of your non-core brand assets are clearly
distinguished, operationally and for financial reporting purposes,
from the rest of the entity.
..
Note 13. Pension and Other Postretirement Benefits, page F-23
5. With respect to your Other Postretirement Benefits, we note
that
you include the rate of compensation increase as an assumption
used
to determine benefit obligations and net periodic benefit cost.
Please tell us and disclose in future filings the specific terms
of
such plans that are salary related.  Based on the current
disclosure,
it is unclear why such an assumption would be relevant.

6. Please explain to us how you calculate the market related value
of
plan assets as that term is defined in SFAS 87.  Since there is an
alternative to how you can calculate this item, and it has a
direct
effect on pension expense, we believe you should disclose how you
determine this amount in accordance with paragraph 12 of APB 22.





Note 14. Business Segments and Geographic Information, page F-28
7. Please disclose goodwill by reportable segment as required by
paragraph 45 of SFAS 142.

Exhibits 31.1 and 31.2
8. In future filings, please eliminate the reference to the CEO
and
CFO`s titles in the introductory paragraph of the Section 302
certifications.  Refer to Item 601(b)(31) of Regulation S-K.  Also
confirm to us that inclusion of the titles was not intended to
limit
the capacity in which the certifications were provided.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Staff Accountant Sarah Goldberg at (202)
551-
3340, or in her absence, Robyn Manuel at (202) 551-3823 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3843 with any other
questions.

								Sincerely,


								George F. Ohsiek, Jr.
								Branch Chief


Mr. Kelley
Playtex Products, Inc.
May 3, 2006
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