| þ | QUARTERLY REPORT PURSUANT TO      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|--------|---------------------------------------------------------------------------------------------------|

| o | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|---|----------------------------------------------------------------------------------------------------|

| Delaware                                        | 36-4249478                                   |
|-------------------------------------------------|----------------------------------------------|
| (State      of incorporation)                   | (I.R.S.      Employer Identification Number) |
|                                            |                                         |
| 680      North Lake Shore DriveChicago,      IL |  60611                                  |
| (Address      of principal executive offices)   | (Zip      Code)                              |

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| Large      accelerated filer o | Accelerated      filer þ | Non-accelerated      filer o(Do      not check if a smaller reporting company) | Smaller      reporting company o |
|--------------------------------|-------------------------------|--------------------------------------------------------------------------------|----------------------------------|

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ITEM 6.     EXHIBITS

| Exhibit      Number | Description                                                                                                                                                                                                                                         |
|---------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |                                                                                                                                                                                                                                                |
| 10.1                | Sixth      Amendment to the Amended and Restated Credit Agreement, dated September      28, 2007, among PEI Holdings, Inc., as borrower, and Bank of America,      N.A., as Agent, and the other lenders from time to time party      thereto.      |
|                |                                                                                                                                                                                                                                                |
| 10.2#               | Third      Amendment to October 22, 1997 Playboy Magazine Printing and Binding      Agreement between Playboy Enterprises, Inc. and Quad/Graphics, Inc. dated      July 30, 2007                                                                    |
|                |                                                                                                                                                                                                                                                |
| 10.3*               | Amended      and Restated Agreement, made as of August 1, 2007, by and between Playboy      Entertainment Group, Inc. and Spice Hot Entertainment, Inc., and DirecTV,      Inc.                                                                     |
|                |                                                                                                                                                                                                                                                |
| 31.1#               | Certification      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002                                                                                                                                        |
|                |                                                                                                                                                                                                                                                |
| 31.2#               | Certification      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002                                                                                                                                        |
|                |                                                                                                                                                                                                                                                |
| 31.3                | Certification      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002                                                                                                                                        |
|                |                                                                                                                                                                                                                                                |
| 31.4                | Certification      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002                                                                                                                                        |
|                |                                                                                                                                                                                                                                                |
| 32#                 | Certification      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of      the Sarbanes-Oxley Act of 2002                                                                                                                    |
|                |                                                                                                                                                                                                                                                |
|                |                                                                                                                                                                                                                                                |
| *                   | Portions      of this exhibit have been omitted and filed separately with the Securities      and Exchange Commission pursuant to a request for confidential treatment      pursuant to Rule 24b-2 of the Securities and Exchange Act of      1934. |
|                |                                                                                                                                                                                                                                                |
| #                   | Previously      filed with the Quarterly Report on Form 10-Q for the quarter ended      September 30, 2007.                                                                                                                                         |

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| Date:  February      20, 2009 | PLAYBOY      ENTERPRISES, INC. |
|-----------------------------------------|--------------------------------|
|                                    |                           |   |
|                                    |                           |   |
|                                    |                           |   |
|                                    | By:                            | /s/      Linda G. Havard |
|                                    |                           | Linda      G. Havard |
|                                    |                           | Executive      Vice President and |
|                                    |                           | Chief      Financial Officer |

----

| Exhibit      Number | Description                                                                                                                                                                                                                                         |
|---------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |                                                                                                                                                                                                                                                |
| 10.1                | Sixth      Amendment to the Amended and Restated Credit Agreement, dated September      28, 2007, among PEI Holdings, Inc., as borrower, and Bank of America,      N.A., as Agent, and the other lenders from time to time party      thereto.      |
|                |                                                                                                                                                                                                                                                |
| 10.2#               | Third      Amendment to October 22, 1997 Playboy Magazine Printing and Binding      Agreement between Playboy Enterprises, Inc. and Quad/Graphics, Inc. dated      July 30, 2007                                                                    |
|                |                                                                                                                                                                                                                                                |
| 10.3*               | Amended      and Restated Agreement, made as of August 1, 2007, by and between Playboy      Entertainment Group, Inc. and Spice Hot Entertainment, Inc., and DirecTV,      Inc.                                                                     |
|                |                                                                                                                                                                                                                                                |
| 31.1#               | Certification      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002                                                                                                                                        |
|                |                                                                                                                                                                                                                                                |
| 31.2#               | Certification      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002                                                                                                                                        |
|                |                                                                                                                                                                                                                                                |
| 31.3                | Certification      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002                                                                                                                                        |
|                |                                                                                                                                                                                                                                                |
| 31.4                | Certification      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley      Act of 2002                                                                                                                                        |
|                |                                                                                                                                                                                                                                                |
| 32#                 | Certification      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of      the Sarbanes-Oxley Act of 2002                                                                                                                    |
|                |                                                                                                                                                                                                                                                |
|                |                                                                                                                                                                                                                                                |
| *                   | Portions      of this exhibit have been omitted and filed separately with the Securities      and Exchange Commission pursuant to a request for confidential treatment      pursuant to Rule 24b-2 of the Securities and Exchange Act of      1934. |
|                |                                                                                                                                                                                                                                                |
| #                   | Previously      filed with the Quarterly Report on Form 10-Q for the quarter ended      September 30, 2007.                                                                                                                                         |