UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Playboy Enterprises, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 Par Value

(Title of Class of Securities)

728117201

(CUSIP Number)

	Plainfield Asset Management LLC
	333 Ludlow Street
	Stamford, CT 06902
	Attention: General Counsel
	Telephone: (203) 302-1700

	With a copy to:

	Herrick, Feinstein LLP
	2 Park Avenue
	New York, NY 10016
	Attention: Louis Goldberg, Esq.
	Telephone: (212) 592-1400

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

March 4, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 728117201

1.	Name of Reporting Persons: Plainfield Capital Limited

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 0

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 0%

14.	Type of Reporting Person (See Instructions): CO

CUSIP No. 728117201

1.	Name of Reporting Persons: Plainfield Special Situations Master Fund Limited

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 0

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 0%

14.	Type of Reporting Person (See Instructions): HC

CUSIP No. 728117201

1.	Name of Reporting Persons: Plainfield Special Situations Master Fund II Limited

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 0

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 0%

14.	Type of Reporting Person (See Instructions): CO

CUSIP No. 728117201

1.	Name of Reporting Persons: Plainfield OC Master Fund Limited

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 0

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 0%

14.	Type of Reporting Person (See Instructions): CO

CUSIP No. 728117201

1.	Name of Reporting Persons: Plainfield Asset Management LLC

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 0

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 0%

14.	Type of Reporting Person (See Instructions): IA

CUSIP No. 728117201

1.	Name of Reporting Persons: Max Holmes

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x

3.	SEC Use Only

4.	Source of Funds: WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization United States

Number of Shares Beneficially by Owned by Each Reporting Person With	7.		Sole Voting Power: 0

	8.		Shared Voting Power: 0

	9.		Sole Dispositive Power: 0

	10.		Shared Dispositive Power: 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 0

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13.	Percent of Class Represented by Amount in Row (11): 0%

14.	Type of Reporting Person (See Instructions): IN

Item 1. Security and Issuer

Item 1 is hereby amended and restated in its entirety as follows:

This Amendment No. 1 (this “Amendment”) amends certain information in the statement on Schedule 13D initially filed on January 20, 2011 (as amended, the “Statement”) by the Reporting Persons in connection with the Class A Common Stock (“Common Stock”) of Playboy Enterprises, Inc., a Delaware corporation (the “Issuer”), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The principal executive offices of the Issuer are located at 680 North Lake Shore Drive, Chicago, Illinois 60611. The Reporting Persons (as defined in Item 2 below) originally filed a Schedule 13G on July 28, 2007, reporting beneficial ownership of Common Stock, as amended by Amendment No. 1 filed on August 10, 2007, Amendment No. 2 filed on February 5, 2008, Amendment No. 3 filed on November 18, 2008, and Amendment No. 4 filed on February 16, 2010.

Except as expressly provided herein, this Amendment does not modify any of the information previously reported in the Statement. All capitalized terms used herein shall have the meanings given to them in the Statement, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a); (b)	As of the date hereof, as a result of the transactions listed in Item 5(c) below, none of the Reporting Persons beneficially owns shares of Common Stock of the Issuer. None of the Reporting Persons has power to vote or direct the vote of, or the power to dispose or direct the disposition of, any shares of Common Stock of the Issuer.

(c)	In accordance with the terms of the Tender and Support Agreement, dated as of January 9, 2011 (the “Tender Agreement”), by and among the Issuer, Capital, Master Fund II and OC Master Fund, (i) Capital tendered all of its 757,595 shares of Common Stock at a price of $6.15 per share, (ii) Master Fund II tendered all of its 104,298 shares of Common Stock at a price of $6.15 per share and (iii) OC Master Fund tendered 64,807 shares of Common Stock at a price of $6.15 per share. All such shares were accepted by the offeror on March 4, 2011.

(d)	Not applicable.

(e)	As a result of the divestitures listed in Item 5(c) above, on March 4, 2011, the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, each of the persons filing this statement expressly disclaim beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admissions by such persons that they are the beneficial owners of such securities.

Dated: March 7, 2011
	PLAINFIELD CAPITAL LIMITED

	By:	/s/ Thomas X. Fritsch
		Thomas X. Fritsch
		Authorized Individual

	PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED

	By:	/s/ Thomas X. Fritsch
		Thomas X. Fritsch
		Authorized Individual

	PLAINFIELD SPECIAL SITUATIONS MASTER FUND II LIMITED

	By:	Thomas X. Fritsch
		Thomas X. Fritsch
		Authorized Individual

	PLAINFIELD OC MASTER FUND LIMITED

	By:	/s/ Thomas X. Fritsch
		Thomas X. Fritsch
		Authorized Individual

	PLAINFIELD ASSET MANAGEMENT LLC

	By:	/s/ Thomas X. Fritsch
		Thomas X. Fritsch
		General Counsel

	MAX HOLMES

	By:	/s/ Thomas X. Fritsch
		Thomas X. Fritsch
		Attorney-in-Fact*

*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, which Power of Attorney was attached as Exhibit A to the Schedule 13G filed on June 28, 2007 and is incorporated by reference herein.

PLAYBOY ENTERPRISES INC SC 13D/A