| 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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ITEM6.         EXHIBITS

| Exhibit      Number | Description                                                                                                                                                                                                                                         |
|---------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |                                                                                                                                                                                                                                                |
| 10.1*               | Amendment,      effective March 31, 2008, to Affiliation Agreement, dated July 8,      2004,  between Playboy Entertainment Group, Inc., Spice      Entertainment, Inc., Spice Hot Entertainment, Inc., and Time Warner Cable      Inc.   |
|                |                                                                                                                                                                                                                                                |
| 10.2*               | Content      License, Marketing and Sales Agreement, dated January 15, 2008, between      Playboy.com, Inc. and eFashion Solutions, LLC                                                                                                             |
|                |                                                                                                                                                                                                                                                |
| 10.3#               | First      Amendment, effective February 2, 2008, to the Content License, Marketing      and  Sales Agreement, dated January 15, 2008, between      Playboy.com, Inc. and eFashion Solutions, LLC                                         |
|                |                                                                                                                                                                                                                                                |
| 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 March      31, 2008.                                                                                                                                             |

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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*               | Amendment,      effective March 31, 2008, to Affiliation Agreement, dated July 8,      2004,  between Playboy Entertainment Group, Inc., Spice      Entertainment, Inc., Spice Hot Entertainment, Inc., and Time Warner Cable      Inc.   |
|                |                                                                                                                                                                                                                                                |
| 10.2*               | Content      License, Marketing and Sales Agreement, dated January 15, 2008, between      Playboy.com, Inc. and eFashion Solutions, LLC                                                                                                             |
|                |                                                                                                                                                                                                                                                |
| 10.3#               | First      Amendment, effective February 2, 2008, to the Content License, Marketing      and  Sales Agreement, dated January 15, 2008, between      Playboy.com, Inc. and eFashion Solutions, LLC                                         |
|                |                                                                                                                                                                                                                                                |
| 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 March      31, 2008.                                                                                                                                             |