Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
COOK JAMES S
  2. Issuer Name and Ticker or Trading Symbol
PLAYTEX PRODUCTS INC [PYX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP, Operations
(Last)
(First)
(Middle)
300 NYALA FARMS ROAD
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2007
(Street)

WESTPORT, CT 06880
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 10/01/2007   D(1)   111,238 D $ 18.3 0 D  
Common Stock 10/01/2007   D(2)   63,199 D $ 18.3 0 I Restricted Performance Stock

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right to Buy) $ 10.0625 10/01/2007   D(3)     20,000 01/05/1998 01/05/2008 Common Stock 20,000 $ 18.3 0 D  
Stock Option (Right to Buy) $ 14.375 10/01/2007   D(3)     15,000 06/03/1998 06/03/2008 Common Stock 15,000 $ 18.3 0 D  
Stock Option (Right to Buy) $ 15 10/01/2007   D(3)     20,000 12/17/1998 12/17/2008 Common Stock 20,000 $ 18.3 0 D  
Stock Option (Right to Buy) $ 15.5 10/01/2007   D(3)     15,000 05/17/1999 05/17/2009 Common Stock 15,000 $ 18.3 0 D  
Stock Option (Right to Buy) $ 10.8125 10/01/2007   D(3)     15,000 05/22/2000 05/22/2010 Common Stock 15,000 $ 18.3 0 D  
Stock Option (Right to Buy) $ 10.75 10/01/2007   D(3)     20,000 08/15/2000 08/15/2010 Common Stock 20,000 $ 18.3 0 D  
Stock Option (Right to Buy) $ 10.13 10/01/2007   D(3)     15,000 05/31/2001 05/13/2011 Common Stock 15,000 $ 18.3 0 D  
Stock Option (Right to Buy) $ 12.4 10/01/2007   D(3)     15,000 05/14/2002 05/14/2012 Common Stock 15,000 $ 18.3 0 D  
Stock Option (Right to Buy) $ 7.62 10/01/2007   D(3)     15,000 05/15/2003 05/15/2013 Common Stock 15,000 $ 18.3 0 D  
Stock Option (Right to Buy) $ 6.68 10/01/2007   D(3)     8,334 05/13/2004 05/13/2014 Common Stock 8,334 $ 18.3 0 D  
Stock Option (Right to Buy) $ 8.5 10/01/2007   D(3)     8,333 05/13/2004 05/13/2014 Common Stock 8,333 $ 18.3 0 D  
Stock Option (Right to Buy) $ 9.5 10/01/2007   D(3)     8,333 05/13/2004 05/13/2014 Common Stock 8,333 $ 18.3 0 D  
Stock Option (Right to Buy) $ 10.59 10/01/2007   D(3)     13,300 06/14/2005 06/14/2015 Common Stock 13,300 $ 18.3 0 D  
Stock Option (Right to Buy) $ 10.59 10/01/2007   D(3)     26,700 06/14/2005 06/14/2015 Common Stock 26,700 $ 18.3 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COOK JAMES S
300 NYALA FARMS ROAD
WESTPORT, CT 06880
      Senior VP, Operations  

Signatures

 /s/ William Stammer, Attorney-in-Fact for James S. Cook   10/03/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) These securities were disposed of on October 1, 2007 by ETKM, Inc. ("ETKM"), a wholly-owned subsidiary of Energizer Holdings, Inc. ("Energizer"), through a merger (the "Merger") with and into the Issuer, under an Agreement and Plan of Merger, dated July 12, 2007, among Energizer, ETKM and the Issuer (the "Merger Agreement"). Under the terms of the Merger Agreement, the Issuer's stockholders, including the reporting person, are receiving $18.30 in cash for each share of the Issuer's common stock held prior to the Merger. Following the Merger, the Issuer became a wholly-owned subsidiary of Energizer.
(2) Under the terms of the Merger Agreement, each share of the Issuer's restricted stock held by the reporting person has been cancelled by the Issuer, and the reporting person is receiving, in lieu thereof, an amount equal to $18.30 per share (the amount per share to be received by the Issuer's stockholders in connection with Merger).
(3) Under the terms of the Merger Agreement, each option to acquire shares of the Issuer's common stock, whether vested or unvested, has been cancelled by the Issuer, and the reporting person is receiving, in lieu thereof, an amount equal to $18.30 per share (the amount per share to be received by the Issuer's stockholders in connection with the Merger) less the aggregate exercise price of the option.

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