UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of ~~The~~

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 2115, 2011

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 72—~~Regulation~~Financial FDInformation

Item 72.0102. ~~Regulation~~Results FDof ~~Disclosure~~Operations and Financial Condition.

OnAttached ~~January 9,~~and ~~2011,~~incorporated ~~Playboy~~herein ~~Enterprises,~~by ~~Inc.~~reference ~~(the~~as ~~“Company”)~~Exhibit ~~entered~~99.1 ~~into~~is ana ~~Agreement~~copy ~~and Plan~~ of ~~Merger~~a ~~with~~press ~~Icon Acquisition~~release ~~Holdings,~~issued ~~L.P.~~by ~~(“Purchaser”)~~Playboy ~~and Icon Merger Sub~~Enterprises, Inc. (the “~~Sub~~Company”), ~~pursuant~~dated ~~to which~~February 15, ~~upon the terms and subject to the conditions thereof~~2011, ~~Purchaser~~reporting ~~will cause Sub to commence a cash tender offer (~~the ~~“Offer”)~~ ~~to acquire all of the~~ Company’s ~~issued~~financial ~~and~~results ~~outstanding~~for ~~shares (~~the ~~“Shares”)~~fourth ofquarter ~~voting Class A common stock~~ and ~~non-voting~~year ~~Class~~ended BDecember 31, ~~common stock for $6~~2010.15 ~~per Share.~~

~~The~~Section 9—Financial ~~Company~~Statements ~~has~~and ~~been~~Exhibits ~~advised by Purchaser that Purchaser intends to cause Sub to commence the Offer on Monday, January 24, 2011.~~

~~Notice~~Item to9.01. ~~Investors~~Financial Statements and Exhibits.

This communication is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell the Company’s Class A common stock or Class B common stock. In connection with the Offer, Purchaser and Sub will file with the Securities and Exchange Commission (~~the “SEC”~~d) a combined Tender Offer Statement and Rule 13E-3 Transaction Statement under cover of Schedule TO, along with an Offer to Purchase, and thereafter the Company will file with the SEC a Solicitation/ Recommendation Statement on Schedule 14D-9 and a Rule 13E-3 Transaction Statement and other documents relating to the Offer. Stockholders of the Company are urged to read these materials carefully when they become available because they will contain important information about the Company and the Offer. Anyone may obtain copies of these documents, when available, for free at the SEC’s website at www.sec.gov. Exhibits


99.1		Press Release issued by Playboy Enterprises, Inc. on February 15, 2011

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.

Date: January 21, 2011		PLAYBOY ENTERPRISES, INC.
Date: February 15, 2011	PLAYBOY ENTERPRISES, INC.
	By:	~~By:~~/s/ Christoph Pachler	~~/s/ Howard Shapiro~~
			Howard Shapiro
		Christoph Pachler
			Executive Vice President, Law and
		Executive Vice President and
			Administration, General Counsel and
		Chief Financial Officer
			Secretary

EXHIBIT INDEX


Exhibit Number		Description

99.1		Press Release issued by Playboy Enterprises, Inc. on February 15, 2011

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