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): December 23, 2002

                                ______________

                           PLAYBOY ENTERPRISES, INC.
                                ______________

              (Exact Name of Registrant as Specified in Charter)


        DELAWARE                       1-6813                 36-4249478
-----------------------------    ---------------------    -------------------
(State or Other Jurisdiction    (Commission File Number)   (IRS Employer
of Incorporation)                                          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)




Item 5. Other

As previously reported, on December 24, 2002, Playboy Enterprises, Inc.
("Playboy") completed the restructuring of its joint ventures with Claxson
Interactive Group Inc. ("Claxson") and its affiliates for the ownership and
operation of Playboy TV networks outside of the United States and Canada,
including Playboy TV - Latin America, LLC, which will operate the venture's
international networks that are in Latin America and Iberia. Pursuant to the
restructuring, affiliates of Playboy and Claxson entered into (i) a Second
Amended and Restated Operating Agreement for Playboy TV - Latin America, dated
as of December 23, 2002 and effective as of April 1, 2002, by and between
Playboy Entertainment Group, Inc. and Lifford International Co. Ltd. (BVI) and
(ii) a Program Supply and Trademark License Agreement, dated as of December
23, 2002 and effective as of April 1, 2002, by and between Playboy
Entertainment Group, Inc. and Playboy TV - Latin America, LLC. The Second
Amended and Restated Operating Agreement is attached hereto as Exhibit 10.1
and the Program Supply and Trademark License Agreement is attached hereto as
Exhibit 10.2.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

        (c)   Exhibits

              Exhibit Number              Description

                # 10.1         Second Amended and Restated Operating Agreement
                               for Playboy TV - Latin America, LLC, effective
                               as of April 1, 2002, by and between Playboy
                               Entertainment Group, Inc. and Lifford
                               International Co. Ltd. (BVI).

                # 10.2         Playboy TV - Latin America Program Supply and
                               Trademark License Agreement, dated as of
                               December 23, 2002 and effective as of April 1,
                               2002, by and between Playboy Entertainment
                               Group, Inc. and Playboy TV - Latin America, LLC.


----------------------
#    Portions of this exhibit have been omitted pursuant to a request for
     confidential treatment filed with the Securities and Exchange Commission.
     The omissions have been indicated by asterisks ("***"), and the omitted
     text has been filed separately with the Securities and Exchange
     Commission.


<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 hereunto duly authorized.

Date:   February 12, 2003                 PLAYBOY ENTERPRISES, INC.


                                          By:   /s/ Linda G. Havard
                                                -----------------------------
                                                Linda G. Havard
                                                Executive Vice President,
                                                Finance and Operations, and
                                                Chief Financial Officer


<PAGE>

                                 EXHIBIT INDEX


     Exhibit Number                    Description

         # 10.1           Second Amended and Restated Operating Agreement for
                          Playboy TV - Latin America, LLC, effective as of
                          April 1, 2002, by and between Playboy Entertainment
                          Group, Inc. and Lifford International Co. Ltd. (BVI).

         # 10.2           Playboy TV - Latin America Program Supply and
                          Trademark License Agreement, dated as of December
                          23, 2002 and effective as of April 1, 2002, by and
                          between Playboy Entertainment Group, Inc. and
                          Playboy TV - Latin America, LLC.



---------------------------

#    Portions of this exhibit have been omitted pursuant to a request for
     confidential treatment filed with the Securities and Exchange Commission.
     The omissions have been indicated by asterisks ("***"), and the omitted
     text has been filed separately with the Securities and Exchange
     Commission.
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{"company-data": {"conformed-name": "PLAYBOY ENTERPRISES INC", "cik": "0001072341", "assigned-sic": "2721", "irs-number": "364249478", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14790", "film-number": "03554205"}, "business-address": {"street1": "680 NORTH LAKE SHORE DRIVE", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "3127518000"}, "mail-address": {"street1": "680 NORTH LAKE SHORE DR", "city": "CHICAGO", "state": "IL", "zip": "60611"}, "former-company": {"former-conformed-name": "NEW PLAYBOY INC", "date-changed": "19981020"}}
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): December 23, 2002

                                ______________

                           PLAYBOY ENTERPRISES, INC.
                                ______________

              (Exact Name of Registrant as Specified in Charter)

        DELAWARE                       1-6813                 36-4249478
-----------------------------    ---------------------    -------------------
(State or Other Jurisdiction    (Commission File Number)   (IRS Employer
of Incorporation)                                          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)

Item 5. Other

As previously reported, on December 24, 2002, Playboy Enterprises, Inc.
("Playboy") completed the restructuring of its joint ventures with Claxson
Interactive Group Inc. ("Claxson") and its affiliates for the ownership and
operation of Playboy TV networks outside of the United States and Canada,
including Playboy TV - Latin America, LLC, which will operate the venture's
international networks that are in Latin America and Iberia. Pursuant to the
restructuring, affiliates of Playboy and Claxson entered into (i) a Second
Amended and Restated Operating Agreement for Playboy TV - Latin America, dated
as of December 23, 2002 and effective as of April 1, 2002, by and between
Playboy Entertainment Group, Inc. and Lifford International Co. Ltd. (BVI) and
(ii) a Program Supply and Trademark License Agreement, dated as of December
23, 2002 and effective as of April 1, 2002, by and between Playboy
Entertainment Group, Inc. and Playboy TV - Latin America, LLC. The Second
Amended and Restated Operating Agreement is attached hereto as Exhibit 10.1
and the Program Supply and Trademark License Agreement is attached hereto as
Exhibit 10.2.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

        (c)   Exhibits

              Exhibit Number              Description

                # 10.1         Second Amended and Restated Operating Agreement
                               for Playboy TV - Latin America, LLC, effective
                               as of April 1, 2002, by and between Playboy
                               Entertainment Group, Inc. and Lifford
                               International Co. Ltd. (BVI).

                # 10.2         Playboy TV - Latin America Program Supply and
                               Trademark License Agreement, dated as of
                               December 23, 2002 and effective as of April 1,
                               2002, by and between Playboy Entertainment
                               Group, Inc. and Playboy TV - Latin America, LLC.

----------------------
#    Portions of this exhibit have been omitted pursuant to a request for
     confidential treatment filed with the Securities and Exchange Commission.
     The omissions have been indicated by asterisks ("***"), and the omitted
     text has been filed separately with the Securities and Exchange
     Commission.
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:   February 12, 2003                 PLAYBOY ENTERPRISES, INC.

                                          By:   /s/ Linda G. Havard
                                                -----------------------------
                                                Linda G. Havard
                                                Executive Vice President,
                                                Finance and Operations, and
                                                Chief Financial Officer
EXHIBIT INDEX

     Exhibit Number                    Description

         # 10.1           Second Amended and Restated Operating Agreement for
                          Playboy TV - Latin America, LLC, effective as of
                          April 1, 2002, by and between Playboy Entertainment
                          Group, Inc. and Lifford International Co. Ltd. (BVI).

         # 10.2           Playboy TV - Latin America Program Supply and
                          Trademark License Agreement, dated as of December
                          23, 2002 and effective as of April 1, 2002, by and
                          between Playboy Entertainment Group, Inc. and
                          Playboy TV - Latin America, LLC.

---------------------------

#    Portions of this exhibit have been omitted pursuant to a request for
     confidential treatment filed with the Securities and Exchange Commission.
     The omissions have been indicated by asterisks ("***"), and the omitted
     text has been filed separately with the Securities and Exchange
     Commission.