Item 1.

(a)

The name of the issuer is Playboy Enterprises, Inc. (the “Issuer”).

(b)

The principal executive office of the Issuer is located at 680 North Lake Shore Drive, Chicago, Illinois 60611.

Item 2.

(a)

This Amended and Restated Schedule 13-G (this “Amendment”) amends and restates in its entirety the Statement on Schedule 13G filed with the Securities and Exchange Commission on June 28, 2007 by Plainfield Special Situations Master Fund Limited, a Cayman Islands corporation (“Master Fund”), Plainfield Asset Management LLC, a Delaware limited liability company (“Asset Management”) and Max Holmes (“Holmes”), an individual (collectively, the “Original Filers”), as amended by Amendment No. 1 filed on August 10, 2007 by the Original Filers, as further amended by Amendment No. 2 filed on February 5, 2008 by the Original Filers, and as further amended by Amendment No. 3 filed on November 10, 2008 by the Original Filers and Plainfield Capital Limited (“Plainfield Capital”) (the “Schedule 13G”). This Amendment relates to the Class A Common Stock, $0.01 par value (“Common Stock”) of Playboy Enterprises, Inc., a Delaware corporation (the “Issuer”). The Original Filers, together with Plainfield Capital, Plainfield Special Situations Master Fund II Limited (“Master Fund II”) and Plainfield OC Master Fund Limited (“OC Master Fund”) are referred to in this Schedule 13G as the “Reporting Persons.” The Reporting Persons may be deemed to be a “group” within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended. The filing of this Statement, however, shall not be construed as an admission by any of the Reporting Persons that a “group” exists or that any of the Reporting Persons is a beneficial owner of any securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

(b)

The Principal Business Office of the Reporting Persons is 100 West Putnam Avenue, Greenwich, CT 06830.

(c)

For citizenship information for the Reporting Persons see item 4 of the cover sheet of each Reporting Person.

(d)

This Statement relates to the Class A Common Stock, $0.01 par value of the Issuer.

(e)

The CUSIP Number of the Common Stock of the Issuer is 728117201.

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J);