As filed with the Securities and Exchange Commission on December 5, 2001
                                                            Registration No.333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933


                             PLAYTEX PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                       51-0312772
(State or other jurisdiction of                         (IRS Employer
  incorporation or organization)                        Identification No.)

                              300 Nyala Farms Road
                           Westport, Connecticut 06880
               (Address of Principal Executive Offices) (Zip Code)

           PLAYTEX 1994 STOCK OPTION PLAN FOR DIRECTORS AND EXECUTIVE
                   AND KEY EMPLOYEES OF PLAYTEX PRODUCTS, INC.
                            (Full titles of the Plan)

                            Paul E. Yestrumskas, Esq.
                  Vice President, General Counsel and Secretary
                             Playtex Products, Inc.
                              300 Nyala Farms Road
                           Westport, Connecticut 06880
                                 (203) 341-4000

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
    Title of Each Class of         Amount to be        Proposed Maximum Offering     Proposed Maximum Aggregate       Amount of
 Securities to be Registered        Registered            Price Per Share (1)            Offering Price (1)       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                       <C>                        <C>                           <C>
Common Stock, par value $0.01         2,000,000 (2)             $9.94                      $19,880,000                   $4,752
per share
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Estimated solely for the purpose of computing the registration fee in
         accordance with Rule 457(c) and 457(h) under the Securities Act of
         1933, as amended. The Proposed Maximum Offering Price was determined by
         averaging the high and low prices of the Common Stock, $.01 per share
         par value ("Common Stock"), of Playtex Products, Inc. ("PYX") as
         reported by the New York Stock Exchange on November 28, 2001.

(2)      Plus such additional shares of Common Stock as may be issuable pursuant
         to adjustments, as provided in the Playtex 1994 Stock Option Plan for
         Directors and Executive and Key Employees of Playtex Products, Inc.,
         for stock dividends, splits, combinations or other changes or
         recapitalizations or similar transactions.

================================================================================

<PAGE>

                                                                               2


         The contents of (i) the Registration Statement on Form S-8 (File No.
333-32114) previously filed by Playtex Products, Inc. with the Securities and
Exchange Commission on March 10, 2000 (ii) the Registration Statement on Form
S-8 (File No. 333-48461) previously filed by Playtex Products, Inc. with the
Securities and Exchange Commission on March 23, 1998 and (iii) the Registration
Statement on Form S-8 (File No. 333-31703) previously filed by Playtex Products,
Inc., with the Securities and Exchange Commission on July 21, 1997, are hereby
incorporated by reference in this Registration Statement. Also incorporated by
reference and previously filed with the Securities and Exchange Commission is
the Playtex Products, Inc. Annual Report on Form 10-K for the year ended
December 30, 2000 and the quarterly reports filed on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001, and September 30, 2001. All other documents
filed by Playtex Products, Inc. with the Securities and Exchange Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934,as amended, subsequent to the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities registered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded to
the extent that a statement contained in this registration statement or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement. This
Registration Statement is being filed for the sole purpose of increasing the
number of shares registered under the Playtex 1994 Stock Option Plan for
Directors and Executive and Key Employees of Playtex Products, Inc. by 2,000,000
shares.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westport, State of Connecticut, on December 5,
2001.


                              PLAYTEX PRODUCTS, INC.
                              (Registrant)

                              By:  /s/ Paul E. Yestrumskas
                                   --------------------------------------------
                                   Paul E. Yestrumskas
                                   Vice President, General Counsel and Secretary


                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, hereby constitutes and appoints each of Glenn A. Forbes
and Paul E. Yestrumskas his true and lawful attorney-in-fact and agent, with
full power of substitution and reimbursement, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments or supplements
to this Registration Statement and to file the same with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing necessary or
appropriate to be done with respect to this Registration Statement or any
amendments or supplements hereto in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.


<PAGE>

                                                                               3

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:


<TABLE>
<CAPTION>
         SIGNATURE                      TITLE                           DATE
         ---------                      -----                           ----
<S>                             <C>                                     <C>
/s/  Robert b. Haas             Chairman of the Board and Director      December 5, 2001
-----------------------------
     Robert B. Haas


/s/  Michael R. Gallagher       Chief Executive Officer (Principal      December 5, 2001
-----------------------------   Executive Officer) and Director
     Michael R. Gallagher


/s/  Glenn A. Forbes            Executive Vice President and Chief      December 5, 2001
-----------------------------   Financial Officer (Principal Financial
     Glenn A. Forbes            and Accounting Officer) and Director


/s/  Richard C. Blum            Director                                December 5, 2001
-----------------------------
     Richard C. Blum


/s/  Michael R. Eisenson        Director                                December 5, 2001
-----------------------------
     Michael R. Eisenson


/s/  R. Jeffrey Harris          Director                                December 5, 2001
-----------------------------
     R. Jeffrey Harris


/s/  C. Ann Merrifield          Director                                December 5, 2001
-----------------------------
     C. Ann Merrifield


/s/  Susan Nowakowski           Director                                December 5, 2001
-----------------------------
     Susan Nowakowski


/s/  John C. Walker             Director                                December 5, 2001
-----------------------------
     John C. Walker


/s/  Wyche H. Walton            Director                                December 5, 2001
-----------------------------
     Wyche H. Walton


/s/  Douglas D. Wheat           Director                                December 5, 2001
-----------------------------
     Douglas D. Wheat
</TABLE>

<PAGE>

                                                                               4


                                INDEX TO EXHIBITS


EXHIBITS
--------

5        --       Opinion of counsel to the Company, regarding the legality of
                  the Common Stock being registered.

23.1     --       Consent of KPMG LLP (Independent Accountants)

23.2     --       Consent of counsel (included in Exhibit 5).

24       --       Power of Attorney (included in the signature page to this
                  registration statement).
[{"type": "S-8", "sequence": "1", "filename": "forms81205.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 10529}]
{"company-data": {"conformed-name": "PLAYTEX PRODUCTS INC", "cik": "0000842699", "assigned-sic": "2300", "irs-number": "510312772", "state-of-incorporation": "DE", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74586", "film-number": "1806986"}, "business-address": {"street1": "PO BOX 7016", "city": "DOVER", "state": "DE", "zip": "19903-1516", "phone": "2033414000"}, "mail-address": {"street1": "300 NYALA FARMS ROAD", "city": "WESTPORT", "state": "CT", "zip": "06880"}, "former-company": {"former-conformed-name": "PLAYTEX FP GROUP INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on December 5, 2001
                                                            Registration No.333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

                             PLAYTEX PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                       51-0312772
(State or other jurisdiction of                         (IRS Employer
  incorporation or organization)                        Identification No.)

                              300 Nyala Farms Road
                           Westport, Connecticut 06880
               (Address of Principal Executive Offices) (Zip Code)

           PLAYTEX 1994 STOCK OPTION PLAN FOR DIRECTORS AND EXECUTIVE
                   AND KEY EMPLOYEES OF PLAYTEX PRODUCTS, INC.
                            (Full titles of the Plan)

                            Paul E. Yestrumskas, Esq.
                  Vice President, General Counsel and Secretary
                             Playtex Products, Inc.
                              300 Nyala Farms Road
                           Westport, Connecticut 06880
                                 (203) 341-4000
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
    Title of Each Class of         Amount to be        Proposed Maximum Offering     Proposed Maximum Aggregate       Amount of
 Securities to be Registered        Registered            Price Per Share (1)            Offering Price (1)       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01         2,000,000 (2)             $9.94                      $19,880,000                   $4,752
per share
------------------------------------------------------------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of computing the registration fee in
         accordance with Rule 457(c) and 457(h) under the Securities Act of
         1933, as amended. The Proposed Maximum Offering Price was determined by
         averaging the high and low prices of the Common Stock, $.01 per share
         par value ("Common Stock"), of Playtex Products, Inc. ("PYX") as
         reported by the New York Stock Exchange on November 28, 2001.

(2)      Plus such additional shares of Common Stock as may be issuable pursuant
         to adjustments, as provided in the Playtex 1994 Stock Option Plan for
         Directors and Executive and Key Employees of Playtex Products, Inc.,
         for stock dividends, splits, combinations or other changes or
         recapitalizations or similar transactions.

================================================================================
2

         The contents of (i) the Registration Statement on Form S-8 (File No.
333-32114) previously filed by Playtex Products, Inc. with the Securities and
Exchange Commission on March 10, 2000 (ii) the Registration Statement on Form
S-8 (File No. 333-48461) previously filed by Playtex Products, Inc. with the
Securities and Exchange Commission on March 23, 1998 and (iii) the Registration
Statement on Form S-8 (File No. 333-31703) previously filed by Playtex Products,
Inc., with the Securities and Exchange Commission on July 21, 1997, are hereby
incorporated by reference in this Registration Statement. Also incorporated by
reference and previously filed with the Securities and Exchange Commission is
the Playtex Products, Inc. Annual Report on Form 10-K for the year ended
December 30, 2000 and the quarterly reports filed on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001, and September 30, 2001. All other documents
filed by Playtex Products, Inc. with the Securities and Exchange Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934,as amended, subsequent to the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities registered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded to
the extent that a statement contained in this registration statement or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement. This
Registration Statement is being filed for the sole purpose of increasing the
number of shares registered under the Playtex 1994 Stock Option Plan for
Directors and Executive and Key Employees of Playtex Products, Inc. by 2,000,000
shares.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westport, State of Connecticut, on December 5,
2001.

                              PLAYTEX PRODUCTS, INC.
                              (Registrant)

                              By:  /s/ Paul E. Yestrumskas
                                   --------------------------------------------
                                   Paul E. Yestrumskas
                                   Vice President, General Counsel and Secretary

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, hereby constitutes and appoints each of Glenn A. Forbes
and Paul E. Yestrumskas his true and lawful attorney-in-fact and agent, with
full power of substitution and reimbursement, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments or supplements
to this Registration Statement and to file the same with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing necessary or
appropriate to be done with respect to this Registration Statement or any
amendments or supplements hereto in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
3

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
SIGNATURE                      TITLE                           DATE
         ---------                      -----                           ----
/s/  Robert b. Haas             Chairman of the Board and Director      December 5, 2001
-----------------------------
     Robert B. Haas

/s/  Michael R. Gallagher       Chief Executive Officer (Principal      December 5, 2001
-----------------------------   Executive Officer) and Director
     Michael R. Gallagher

/s/  Glenn A. Forbes            Executive Vice President and Chief      December 5, 2001
-----------------------------   Financial Officer (Principal Financial
     Glenn A. Forbes            and Accounting Officer) and Director

/s/  Richard C. Blum            Director                                December 5, 2001
-----------------------------
     Richard C. Blum

/s/  Michael R. Eisenson        Director                                December 5, 2001
-----------------------------
     Michael R. Eisenson

/s/  R. Jeffrey Harris          Director                                December 5, 2001
-----------------------------
     R. Jeffrey Harris

/s/  C. Ann Merrifield          Director                                December 5, 2001
-----------------------------
     C. Ann Merrifield

/s/  Susan Nowakowski           Director                                December 5, 2001
-----------------------------
     Susan Nowakowski

/s/  John C. Walker             Director                                December 5, 2001
-----------------------------
     John C. Walker

/s/  Wyche H. Walton            Director                                December 5, 2001
-----------------------------
     Wyche H. Walton

/s/  Douglas D. Wheat           Director                                December 5, 2001
-----------------------------
     Douglas D. Wheat
4

                                INDEX TO EXHIBITS

EXHIBITS
--------

5        --       Opinion of counsel to the Company, regarding the legality of
                  the Common Stock being registered.

23.1     --       Consent of KPMG LLP (Independent Accountants)

23.2     --       Consent of counsel (included in Exhibit 5).

24       --       Power of Attorney (included in the signature page to this
                  registration statement).