8-K

                                  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 2, 2004


                             PLAYTEX PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)


                                    Delaware
- --------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


         1-12620                                         51-0312772
- --------------------------------------------------------------------------------
(Commission File Number)                   (I.R.S. Employer 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 (SEE General Instruction A.2. below):

     |_|   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))




ITEM  8.01.  OTHER EVENTS.

            On November 2, 2004, Playtex Products, Inc. (the "Company")
consummated the sale of its Woolite rug and upholstery cleaning business to
BISSELL Homecare, Inc. for a purchase price of approximately $62 million in
cash, subject to adjustments.

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



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

         (c)   EXHIBITS

EXHIBIT           DESCRIPTION
- -------           -----------

99.1              Press release of the Company, dated November 2, 2004.



                                       1



                                   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.

Date:  November 2, 2004               PLAYTEX PRODUCTS, INC.



                                       By: /s/ Glenn A. Forbes
                                           -------------------------------
                                           Name:  Glenn A. Forbes
                                           Title: Executive Vice President
                                                  and Chief Financial Officer



                                       2



                                INDEX TO EXHIBITS


EXHIBIT       DESCRIPTION
- -------       -----------

99.1          Press release of Playtex Products, Inc., dated November 2, 2004.





                                       3

EX-99

                                                                    EXHIBIT 99.1
                                                                    ------------

[GRAPHIC OMITTED]
[LOGO - PLAYTEX PRODUCTS, INC.]


                                                            300 NYALA FARMS ROAD
                                                            WESTPORT, CT 06880

FOR IMMEDIATE RELEASE                                       PRESS RELEASE
- ---------------------

FOR MORE INFORMATION, CONTACT:
Laura Kiernan
Director Investor Relations
(203) 341-4262


                  PLAYTEX PRODUCTS, INC. CLOSES SALE OF WOOLITE


WESTPORT, CT (NOVEMBER 2, 2004) - PLAYTEX PRODUCTS, INC. (NYSE: PYX) announced
today that it has consummated the sale of its Woolite rug and upholstery
cleaning business to BISSELL Homecare, Inc., for a purchase price of
approximately $62 million in cash, subject to adjustments. This follows the
signing of the definitive agreement for the sale, which was announced on
September 27, 2004.

Playtex Products, Inc. is a leading manufacturer and distributor of a
diversified portfolio of personal care and consumer products, including PLAYTEX
tampons, PLAYTEX infant feeding products, WET ONES, BANANA BOAT, BABY MAGIC,
DIAPER GENIE, MR. BUBBLE, PLAYTEX gloves, BINACA and OGILVIE.



WITH THE EXCEPTION OF THE HISTORICAL INFORMATION CONTAINED IN THE RELEASE, THE
MATTERS DESCRIBED HEREIN CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE MADE
PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS,
UNCERTAINTIES OR OTHER FACTORS BEYOND THE COMPANY'S CONTROL, WHICH MAY CAUSE
MATERIAL DIFFERENCES IN ACTUAL RESULTS, PERFORMANCE OR OTHER EXPECTATIONS. THESE
FACTORS INCLUDE, BUT ARE NOT LIMITED TO, GENERAL ECONOMIC CONDITIONS, INTEREST
RATES, COMPETITIVE MARKET PRESSURES, THE LOSS OF A SIGNIFICANT CUSTOMER, RAW
MATERIAL AND MANUFACTURING COSTS, CAPACITY LIMITATIONS, THE ABILITY TO INTEGRATE
ACQUISITIONS, ADVERSE PUBLICITY AND PRODUCT LIABILITY CLAIMS, CAPITAL STRUCTURE,
THE IMPACT OF WEATHER CONDITIONS ON SALES, AND OTHER FACTORS DETAILED IN THE
COMPANY'S REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. READERS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH
SPEAK ONLY AS OF THE DATE HEREOF. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE
SUCH INFORMATION.

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