Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Plainfield Capital Ltd
 2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2008		 3. Issuer Name and Ticker or Trading Symbol
PLAYBOY ENTERPRISES INC [PLA]
(Last)
(First)
(Middle)
C/O PLAINFIELD ASSET MANAGEMENT LLC, 		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GREENWICH, CT 06830		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
CLASS A COMMON STOCK, PAR VALUE $0.01 926,700
D (1) (2)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Plainfield Capital Ltd
C/O PLAINFIELD ASSET MANAGEMENT LLC
GREENWICH, CT 06830		     X    
PLAINFIELD SPECIAL SITUATIONS MASTER FUND LTD.
C/O PLAINFIELD ASSET MANAGEMENT LLC
55 RAILROAD AVENUE
GREENWICH, CT 06830		     X    
PLAINFIELD ASSET MANAGEMENT LLC
55 RAILROAD AVENUE
GREENWICH, CT 06830		     X    
HOLMES MAX
C/O PLAINFIELD ASSET MANAGEMENT LLC
55 RAILROAD AVENUE
GREENWICH, CT 06830		     X    

Signatures

PLAINFIELD CAPITAL LIMITED By: /s/ Thomas X. Fritsch Authorized Individual 11/17/2008
**Signature of Reporting Person Date
PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED By: /s/ Thomas X. Fritsch Authorized Individual 11/17/2008
**Signature of Reporting Person Date
PLAINFIELD ASSET MANAGEMENT LLC By: /s/ Thomas X. Fritsch Managing Director and General Counsel 11/17/2008
**Signature of Reporting Person Date
MAX HOLMES By: /s/ Thomas X. Fritsch Attorney in Fact* 11/17/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Prior to November 5, 2008, the shares reported on Table 1 of this Form 3 (the "Reported Shares") were owned directly by Plainfield Special Situations Master Fund Limited, a Cayman Islands corporation ("Master Fund"), and indirectly by Plainfield Asset Management LLC, a Delaware limited liability company ("Asset Management") and Max Holmes, an individual ("Max Holmes"). On November 5, 2008, Master Fund transferred the direct ownership of the Reported Shares to Plainfield Capital Limited, a Cayman Islands company ("Plainfield Capital"). As of November 5, 2008, the Reported Shares are owned directly by Plainfield Capital, and are owned indirectly by Master Fund Limited, Asset Management and Max Holmes. Master Fund is the 100% owner of Plainfield Capital Limited. Asset Management is the manager of Master Fund and Plainfield Capital. Max Holmes is the chief investment officer of Asset Management.
(2) Each of Master Fund, Asset Management and Max Holmes disclaims beneficial ownership of all such shares, except to the extent to which each holds a pecuniary interest therein.
 
Remarks:
*Duly authorized pursuant to Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, included as Exhibit 24 to this Form 3.

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