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 *
Plainfield Capital Ltd
  2. Issuer Name and Ticker or Trading Symbol
PLAYBOY ENTERPRISES INC [PLA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O PLAINFIELD ASSET MANAGEMENT LLC, 100 WEST PUTNAM AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2009
(Street)

GREENWICH, CT 06830
4. If Amendment, Date Original Filed(Month/Day/Year)
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 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
CLASS A COMMON STOCK, PAR VALUE $0.01 05/31/2009   J(1)(2) V 104,298 D (1) (2) 822,402 D (1) (2)  
CLASS A COMMON STOCK, PAR VALUE $0.01 05/31/2009   J(1)(2) V 64,807 D (1) (2) 757,595 D (1) (2)  

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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

Reporting Owners

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

Signatures

 PLAINFIELD CAPITAL LIMITED By: /s/ Thomas X. Fritsch Authorized Individual   02/16/2010
**Signature of Reporting Person Date

 PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED By: /s/ Thomas X. Fritsch Authorized Individual   02/16/2010
**Signature of Reporting Person Date

 PLAINFIELD ASSET MANAGEMENT LLC By: /s/ Thomas X. Fritsch Managing Director and General Counsel   02/16/2010
**Signature of Reporting Person Date

 MAX HOLMES By: /s/ Thomas X. Fritsch Attorney-in-Fact*   02/16/2010
**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) Prior to the disposition reported on this Form 4, the shares reported on Table 1 of this Form 4 (the "Reported Shares") were owned directly by Plainfield Capital Limited, a Cayman Islands corporation ("Plainfield Capital"), and indirectly by Plainfield Special Situations Master Fund Limited ("Master Fund"), Plainfield Asset Management LLC, a Delaware limited liability company ("Asset Management") and Max Holmes, an individual ("Max Holmes"). On May 31, 2009, Plainfield Capital transferred the direct ownership of 104,298 of the Reported Shares to Plainfield Special Situations Master Fund II Limited ("Master Fund II"), as a capital contribution, and 64,807 of the Reported Shares to Plainfield OC Master Fund Limited ("OC Master Fund"), as a capital contribution, and acquired an indirect ownership of such Reported Shares, as on May 31, 2009, each of Master Fund II and OC Master Fund were wholly owned subsidiaries of Plainfield Capital.
(2) (Continued from Footnote 1) On that same day, Plainfield Capital transferred its ownership interest in Master Fund II and OC Master Fund, resulting in loss of the indirect ownership of the Reported Shares, which loss is being deemed a disposition for the purposes of this Form 4. Following such transfer, Plainfield Capital directly owns 757,595 shares of Class A Common Stock, par value $0.01, of the Issuer, Master Fund II directly owns 104,298 shares of Class A Common Stock, par value $0.01, of the Issuer and OC Master Fund directly owns 64,807 shares of Class A Common Stock, par value $0.01, of the Issuer. Plainfield Capital is a wholly owned subsidiary of Master Fund. Asset Management is the manager of Master Fund, Master Fund II and OC Master Fund. Max Holmes is the chief investment officer of Asset Management.
 
Remarks:
* Duly authorized pursuant to Limited Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, attached as Exhibit 24 to Plainfield Capital Limited's Form 3 with respect to Playboy Enterprises, Inc., filed on November 17, 2008 and incorporated by reference herein.

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