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

       As filed with the Securities and Exchange Commission on May 9, 2001

                                  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): May 8, 2001

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

            Delaware                      1-12620                  51-0312772
-------------------------------   ------------------------   ------------------
(State or other jurisdiction of   (Commission File Number)     (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                300 Nyala Farms Road, Westport, Connecticut 06880
                -------------------------------------------------
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (203) 341-4000
                                                           --------------

                                       N/A
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

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

<PAGE>

Item 5. Other Events and Regulation FD Disclosure.

On May 9, 2001, we issued a press release pursuant to Rule 135c under the
Securities Act of 1933 relating to the pricing of the offering of $350 million
of 9 3/8% Senior Subordinated Notes due 2011. The press release is attached as
Exhibit 99.1 to this report.

Our unaudited pro forma financial data as of and for the twelve months ended
March 31, 2001, reflecting the pricing of the offering, are attached as Exhibit
99.2 to this report.

Item 7. Financial Statements and Exhibits

      (c)   Exhibits

      Exhibit     Description
      -------     -----------

      99.1        Press release of Playtex Products, Inc., dated May 9, 2001

      99.2        Unaudited pro forma financial data as of and for the twelve
                  months ended March 31, 2001

Item 9. Regulation FD Disclosure.

Our unaudited pro forma financial data as of and for the twelve months ended
March 31, 2001, reflecting the pricing of the offering, are attached as Exhibit
99.2 to this report and are incorporated by reference into this report for
purposes of this item only.

The matters described in this filing contain forward-looking statements that are
made pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve a number of risks,
uncertainties or other factors beyond the Company's control, which may cause
material differences in actual results, performance or other expectations. These
factors include, but are not limited to, general economic conditions, interest
rates, competitive market pressures, the loss of a significant customer, raw
material and manufacturing costs, capacity limitations, the ability to integrate
acquisitions, adverse publicity and product liability claims, capital structure,
the impact of weather conditions on sales, and other factors detailed in the
Company's reports filed with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company assumes no obligation to update
such information.

<PAGE>

                                   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 thereunto duly authorized.

                                        PLAYTEX PRODUCTS, INC.


Date: May 9, 2001                       By: /S/ GLENN A. FORBES
                                           -------------------------------------
                                            Glenn A. Forbes
                                            Executive Vice President and
                                            Chief Financial Officer
                                            (Principal Financial and Accounting
                                            Officer)
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{"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": "8-K", "act": "34", "file-number": "001-12620", "film-number": "1626148"}, "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 May 9, 2001

                                  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): May 8, 2001

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

            Delaware                      1-12620                  51-0312772
-------------------------------   ------------------------   ------------------
(State or other jurisdiction of   (Commission File Number)     (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                300 Nyala Farms Road, Westport, Connecticut 06880
                -------------------------------------------------
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (203) 341-4000
                                                           --------------

                                       N/A
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

================================================================================
Item 5. Other Events and Regulation FD Disclosure.

On May 9, 2001, we issued a press release pursuant to Rule 135c under the
Securities Act of 1933 relating to the pricing of the offering of $350 million
of 9 3/8% Senior Subordinated Notes due 2011. The press release is attached as
Exhibit 99.1 to this report.

Our unaudited pro forma financial data as of and for the twelve months ended
March 31, 2001, reflecting the pricing of the offering, are attached as Exhibit
99.2 to this report.

Item 7. Financial Statements and Exhibits

      (c)   Exhibits

      Exhibit     Description
      -------     -----------

      99.1        Press release of Playtex Products, Inc., dated May 9, 2001

      99.2        Unaudited pro forma financial data as of and for the twelve
                  months ended March 31, 2001

Item 9. Regulation FD Disclosure.

Our unaudited pro forma financial data as of and for the twelve months ended
March 31, 2001, reflecting the pricing of the offering, are attached as Exhibit
99.2 to this report and are incorporated by reference into this report for
purposes of this item only.

The matters described in this filing contain forward-looking statements that are
made pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve a number of risks,
uncertainties or other factors beyond the Company's control, which may cause
material differences in actual results, performance or other expectations. These
factors include, but are not limited to, general economic conditions, interest
rates, competitive market pressures, the loss of a significant customer, raw
material and manufacturing costs, capacity limitations, the ability to integrate
acquisitions, adverse publicity and product liability claims, capital structure,
the impact of weather conditions on sales, and other factors detailed in the
Company's reports filed with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company assumes no obligation to update
such information.
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 thereunto duly authorized.

                                        PLAYTEX PRODUCTS, INC.

Date: May 9, 2001                       By: /S/ GLENN A. FORBES
                                           -------------------------------------
                                            Glenn A. Forbes
                                            Executive Vice President and
                                            Chief Financial Officer
                                            (Principal Financial and Accounting
                                            Officer)