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): February 22, 2005

Playboy Enterprises, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-14790 36-4249478
(State or other jurisdiction
of incorporation) 		(Commission File Number) (IRS Employer Identification No.)


680 North Lake Shore Drive, Chicago, Illinois 60611
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (312) 751-8000

Not Applicable.
(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:

¨ 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))




Section 7—Regulation FD


Item 7.01.    Regulation FD Disclosure.


                On February 22, 2005, Playboy Enterprises, Inc. issued a press release announcing that its wholly owned subsidiary PEI Holdings, Inc. has commenced a cash tender offer and a consent solicitation with respect to all $80 million of its 11% Senior Secured Notes due 2010. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Section 9—Financial Statements and Exhibits


Item 9.01.    Financial Statements and Exhibits.


(c)    Exhibits.


99.1     Press Release issued by Playboy Enterprises, Inc. on February 22, 2005.

The information set forth in this Current Report on Form 8-K under “Item 7.01. Regulation FD Disclosure” and “Item 9.01 Financial Statements and Exhibits,” including in each case the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.


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 hereunto duly authorized.

     PLAYBOY ENTERPRISES, INC.

February 22, 2005   By:  /s/ Linda G. Havard
       
  Linda G. Havard
Executive Vice President,
Finance and Operations, and
Chief Financial Officer




EXHIBIT INDEX


Exhibit
Number 		  Description

99.1   Press Release issued by Playboy Enterprises, Inc. on February 22, 2005.