SECURITIES AND EXCHANGE COMMISSION

                                    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): January 15, 1997


                           Spice Entertainment Companies, Inc.
               (Exact Name of Company as specified in its Charter)

        Delaware                      0-21150                    11-2917462
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission               (IRS Employer of
   of incorporation)               File Number)             Identification No.)


      536 Broadway, New York, NY                                  10012
--------------------------------------------------------------------------------
 Address of Principal Executive Offices                         (Zip Code)


Company's telephone number, including area code:             (212) 941-1434
--------------------------------------------------------------------------------



<PAGE>


Item 2.           Acquisition or Disposition of Assets.

         On  February  7,  1997 and  pursuant  to a  Settlement  Agreement  (the
Settlement  Agreement")  dated  January  29,  1997,  among  Spice  Entertainment
Companies, Inc. (the "Company"),  Spector Entertainment Group, Inc. ("SEG"), the
Spector Family  Revocable  Trust,  the Eric M. Spector  Revocable  Living Trust,
Edward M. Spector,  Ilene H. Spector, Eric M. Spector, Evan M. Spector and Staci
M. Spector  (collectively the "Spector Group"),  the Company conveyed all of the
issued and  outstanding  shares of the common stock of SEG to certain members of
the Spector  Group in exchange for the 700,000  shares of the  Company's  Common
Stock, $.01 par value ("Common Stock"),  previously issued to certain members of
the Spector  Group as part of the  acquisitive  merger  transaction  whereby SEG
became a wholly owned  subsidiary  of Company.  The  Settlement  Agreement  also
provides for mutual  general  releases and for each party to indemnify the other
in connection with certain matters relating to the transactions  contemplated by
the Settlement Agreement.

         Edward  M.  Spector,  a  director  of the  Company  resigned  from  the
Company's  Board of  Directors  and J. Roger  Faherty,  Dean Ericson and Rudy R.
Miller,  who are members of the Company's Board of Directors,  resigned from the
Board of Directors of SEG.

         As provided for in the Settlement  Agreement,  the Company also entered
into a  Transponder  Services  Agreement  with SEG pursuant to which the Company
will provide transponder services to SEG for monthly payments of $80,000 for two
years.  The  Company  and SEG are  also  entering  into a  Management  Agreement
providing for the temporary  management by SEG of certain FCC licenses which the
Comapny will transfer to SEG when the Federal Communications Commission approves
the transfer.

         The Spector Family  Revocable Trust,  Eric M. Spector,  Evan M. Spector
and Staci M. Spector,  and the Company are parties to a Letter  Agreement  dated
August 14,  1995,  as amended (the  "August  14th  Agreement"),  under which the
Company was granted an option to acquire and the Spector Group  signatories were
granted a put ("Put") to sell, all of the issued and  outstanding  shares of the
Spector Information Systems,  Inc. (n/k/a United Transactive  Systems,  Inc.) in
exchange  for a formula  determined  number of  shares of the  Company's  common
stock.  The  parties to the  August  14th  Agreement  are also  entering  into a
Termination  Agreement dated as of February 7, 1997  terminating the August 14th
Agreement and suspending the Spector Group's prior exercise of the Put.

         The  description  of the  agreements  referred  to in  this  Item 2 are
qualified  in their  entirety by  reference  to the text of each such  agreement
which  has  been  filed as  exhibits  hereto  and are  incorporated  herein  by
reference.

Item 4.  Changes In Company's Certifying Accountant.

         On February 13, 1997, the Company  engaged the firm of Grant Thornton
LLP as its  independent  auditors to audit its financial  statements  for the
fiscal period ended as of December 31, 1996.

Item 5.  Other Events.

         The Company and certain of its subsidiaries  (referred to herein and in
the PNC Credit  Agreement (as defined below) as "Obligors") and PNC Bank,  N.A.,
as  successor-in-interest  to Midlantic Bank, N.A.  ("PNC"),  were parties to an
Amended and Restated  Loan and Security  Agreement,  as amended (the "PNC Credit
Facility") pursuant to which PNC provided a credit facility to the Company.  The
PNC Credit Facility had an outstanding  principal amount of approximately  $14.6
million at December 31, 1996. As part of the PNC Credit  Agreement,  the Company
issued a warrant to acquire 100,000 shares of the Common Stock of the Company.

         Pursuant to a Settlement  Agreement  (the "PNC  Settlement  Agreement")
dated  January 15, 1997 by and among PNC,  the  Company  and the  Obligors,  the
Company paid PNC $9.6 million,  issued a $400,000  two-year  promissory note and
granted a warrant (the "PNC Warrant") to purchase 600,000 shares of Common Stock
in satisfaction of the PNC Credit Facility.  PNC released its security  interest
in the Company's assets.

         The PNC Warrant  supersedes the warrant  previously  issued to PNC. The
PNC Warrant has an exercise price is $2.0625 per share and is exericsable  until
December 8, 2004. The Company  granted PNC  registration  rights with respect to
the shares of Common Stock underlying the PNC Warrant pursuant to the terms of a
Registration Rights Agreement.

         Pursuant to a Loan and  Security  Agreement  dated  January  15,  1997,
between  Madeleine  L.L.C.  ("Madeleine")  and the Company,  Madeleine agreed to
provide a credit facility to the Company consisting of a $10.5 million term loan
and a revolving credit facility of up to $3.5 million. The term loan was used to
satisfy the $9.6  million  cash  payment  provide  for under the PNC  Settlement
Agreement and to pay the loan commitment fee. The Credit Facility  matures in 30
months with quarter-annual  amortization  totaling $2.5 million of the principal
in the last year of the loan.  The loan bears  interest at 5% over the  Citibank
prime rate but not less than 13%.  Three  percent of the interest may be accrued
and  added to the  principal  of the loan and  will be  forgiven  if the  Credit
Facility is paid in full within two years.

         As part of this  transaction,  the Company  issued 2,425 shares of $100
face value  Convertible  Preferred Stock Series 1997-A (the "Preferred  Stock").
The terms of the Preferred  Stock are set forth in a Certificate  of Designation
of  Preferences  and Rights  Convertible  Preferred  Stock  Series  1997-A.  The
Preferred  Stock provides for an 8% coupon payable,  at the Company's  election,
with additional  Preferred Stock.  The Preferred Stock is convertible  after two
years into Common Stock of the Company at a 10%  discount  from the then current
market  price  of  the  Company's  Common  Stock.  The  Company  entered  into a
Registration  Rights Agreement with Madeliene  providing for registration of the
shares of Common Stock underlying the Preferred Stock.

         As part  of the  Loan  Agreement,  the  Company  entered  into  various
agreements  with Madeleine  pledging the stock of all of its domestic  operating
subsidiaries  and The Home Video  Channel,  Limited  and  granting  Madeleine  a
security interest in the Company's assets.

         The  description  of the  agreements  referred  to in  this  Item 5 are
qualified  in their  entirety by  reference  to the text of each such  agreement
which  have  been  filed as  exhibits  hereto  and are  incorporated  herein  by
reference.


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

(b)      Pro Forma Financial Information
Item Ref in 17
CFR 229.601(a)
(2)               Pro forma financial information reflecting the disposition 
                  of Spector Entertainment Group, Inc. will be filed as soon 
                  as it is available and in any event no later than 60
                  days after the date this Current Report on Form 8-K is 
                  required to be filed.


(c)      Exhibits:

Item Ref in 17
CFR 229.601(b)                                                      Exhibit
                                                                    Number
                  Exhibit
(2)               Settlement Agreement dated January 29,             2.03
                  1997 among Spice Entertainment Companies, 
                  Inc., Spector Entertainment Group, Inc.,
                  the Spector Family Revocable Trust, the 
                  Eric M. Spector Revocable Living Trust,
                  Edward M. Spector, Ilene H. Spector, 
                  Eric M. Spector, Evan M. Spector and 
                  Staci M. Spector

(4)               Termination Agreement dated as of February ,       4.06
                  1997 by and among Spice Entertainment 
                  Companies, Inc. and the Spector Family
                  Revocable Trust, Eric M. Spector,  Evan M. 
                  Spector and Staci M. Spector

(10)              Transponder Services Agreement dated             10.72
                  February  , 1997 by and between Spice 
                  Entertainment Companies, Inc. and Spector
                  Entertainment Group, Inc.

(4)               Settlement Agreement dated January 15,           4.07        
                  1997 by and among PNC Bank, N.A. and Spice 
                  Entertainment Companies, Inc. and the other 
                  Obligors

(4)               Warrant to Purchase 600,000 shares of            4.08
                  Common Stock of Spice Entertainment 
                  Companies, Inc. issued to PNC Bank, N.A. 
                  dated January 15, 1997

(4)               Registration Rights Agreement dated as of        4.09 
                  January 15, 1997 by and between Spice 
                  Entertainment Companies, Inc. and PNC 
                  Bank, N.A.

(4)               Loan and Security Agreement dated as of          4.10 
                  January 15, 1997 between Spice 
                  Entertainment Companies, Inc. and 
                  Madeleine L.L.C.

(4)               Certificate of Designation of Preferences        4.11 
                  and Rights Convertible Preferred Stock 
                  Series 19997-A

(4)               Registration Rights Agreement dated              4.12 
                  January 15, 1997 by and between Spice 
                  Entertainment Companies, Inc. and 
                  Madeleine L.L.C.




<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.


                                       SPICE ENTERTAINMENT
                                       COMPANIES, INC.


                                       By:  /s/ J. Roger Faherty
                                           ------------------------
                                           J. Roger Faherty,
                                           Chairman & Chief Executive Officer



Dated: February 13, 1997
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SECURITIES AND EXCHANGE COMMISSION

                                    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): January 15, 1997

                           Spice Entertainment Companies, Inc.
               (Exact Name of Company as specified in its Charter)

        Delaware                      0-21150                    11-2917462
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission               (IRS Employer of
   of incorporation)               File Number)             Identification No.)

      536 Broadway, New York, NY                                  10012
--------------------------------------------------------------------------------
 Address of Principal Executive Offices                         (Zip Code)

Company's telephone number, including area code:             (212) 941-1434
--------------------------------------------------------------------------------
Item 2.           Acquisition or Disposition of Assets.

         On  February  7,  1997 and  pursuant  to a  Settlement  Agreement  (the
Settlement  Agreement")  dated  January  29,  1997,  among  Spice  Entertainment
Companies, Inc. (the "Company"),  Spector Entertainment Group, Inc. ("SEG"), the
Spector Family  Revocable  Trust,  the Eric M. Spector  Revocable  Living Trust,
Edward M. Spector,  Ilene H. Spector, Eric M. Spector, Evan M. Spector and Staci
M. Spector  (collectively the "Spector Group"),  the Company conveyed all of the
issued and  outstanding  shares of the common stock of SEG to certain members of
the Spector  Group in exchange for the 700,000  shares of the  Company's  Common
Stock, $.01 par value ("Common Stock"),  previously issued to certain members of
the Spector  Group as part of the  acquisitive  merger  transaction  whereby SEG
became a wholly owned  subsidiary  of Company.  The  Settlement  Agreement  also
provides for mutual  general  releases and for each party to indemnify the other
in connection with certain matters relating to the transactions  contemplated by
the Settlement Agreement.

         Edward  M.  Spector,  a  director  of the  Company  resigned  from  the
Company's  Board of  Directors  and J. Roger  Faherty,  Dean Ericson and Rudy R.
Miller,  who are members of the Company's Board of Directors,  resigned from the
Board of Directors of SEG.

         As provided for in the Settlement  Agreement,  the Company also entered
into a  Transponder  Services  Agreement  with SEG pursuant to which the Company
will provide transponder services to SEG for monthly payments of $80,000 for two
years.  The  Company  and SEG are  also  entering  into a  Management  Agreement
providing for the temporary  management by SEG of certain FCC licenses which the
Comapny will transfer to SEG when the Federal Communications Commission approves
the transfer.

         The Spector Family  Revocable Trust,  Eric M. Spector,  Evan M. Spector
and Staci M. Spector,  and the Company are parties to a Letter  Agreement  dated
August 14,  1995,  as amended (the  "August  14th  Agreement"),  under which the
Company was granted an option to acquire and the Spector Group  signatories were
granted a put ("Put") to sell, all of the issued and  outstanding  shares of the
Spector Information Systems,  Inc. (n/k/a United Transactive  Systems,  Inc.) in
exchange  for a formula  determined  number of  shares of the  Company's  common
stock.  The  parties to the  August  14th  Agreement  are also  entering  into a
Termination  Agreement dated as of February 7, 1997  terminating the August 14th
Agreement and suspending the Spector Group's prior exercise of the Put.

         The  description  of the  agreements  referred  to in  this  Item 2 are
qualified  in their  entirety by  reference  to the text of each such  agreement
which  has  been  filed as  exhibits  hereto  and are  incorporated  herein  by
reference.

Item 4.  Changes In Company's Certifying Accountant.

         On February 13, 1997, the Company  engaged the firm of Grant Thornton
LLP as its  independent  auditors to audit its financial  statements  for the
fiscal period ended as of December 31, 1996.

Item 5.  Other Events.

         The Company and certain of its subsidiaries  (referred to herein and in
the PNC Credit  Agreement (as defined below) as "Obligors") and PNC Bank,  N.A.,
as  successor-in-interest  to Midlantic Bank, N.A.  ("PNC"),  were parties to an
Amended and Restated  Loan and Security  Agreement,  as amended (the "PNC Credit
Facility") pursuant to which PNC provided a credit facility to the Company.  The
PNC Credit Facility had an outstanding  principal amount of approximately  $14.6
million at December 31, 1996. As part of the PNC Credit  Agreement,  the Company
issued a warrant to acquire 100,000 shares of the Common Stock of the Company.

         Pursuant to a Settlement  Agreement  (the "PNC  Settlement  Agreement")
dated  January 15, 1997 by and among PNC,  the  Company  and the  Obligors,  the
Company paid PNC $9.6 million,  issued a $400,000  two-year  promissory note and
granted a warrant (the "PNC Warrant") to purchase 600,000 shares of Common Stock
in satisfaction of the PNC Credit Facility.  PNC released its security  interest
in the Company's assets.

         The PNC Warrant  supersedes the warrant  previously  issued to PNC. The
PNC Warrant has an exercise price is $2.0625 per share and is exericsable  until
December 8, 2004. The Company  granted PNC  registration  rights with respect to
the shares of Common Stock underlying the PNC Warrant pursuant to the terms of a
Registration Rights Agreement.

         Pursuant to a Loan and  Security  Agreement  dated  January  15,  1997,
between  Madeleine  L.L.C.  ("Madeleine")  and the Company,  Madeleine agreed to
provide a credit facility to the Company consisting of a $10.5 million term loan
and a revolving credit facility of up to $3.5 million. The term loan was used to
satisfy the $9.6  million  cash  payment  provide  for under the PNC  Settlement
Agreement and to pay the loan commitment fee. The Credit Facility  matures in 30
months with quarter-annual  amortization  totaling $2.5 million of the principal
in the last year of the loan.  The loan bears  interest at 5% over the  Citibank
prime rate but not less than 13%.  Three  percent of the interest may be accrued
and  added to the  principal  of the loan and  will be  forgiven  if the  Credit
Facility is paid in full within two years.

         As part of this  transaction,  the Company  issued 2,425 shares of $100
face value  Convertible  Preferred Stock Series 1997-A (the "Preferred  Stock").
The terms of the Preferred  Stock are set forth in a Certificate  of Designation
of  Preferences  and Rights  Convertible  Preferred  Stock  Series  1997-A.  The
Preferred  Stock provides for an 8% coupon payable,  at the Company's  election,
with additional  Preferred Stock.  The Preferred Stock is convertible  after two
years into Common Stock of the Company at a 10%  discount  from the then current
market  price  of  the  Company's  Common  Stock.  The  Company  entered  into a
Registration  Rights Agreement with Madeliene  providing for registration of the
shares of Common Stock underlying the Preferred Stock.

         As part  of the  Loan  Agreement,  the  Company  entered  into  various
agreements  with Madeleine  pledging the stock of all of its domestic  operating
subsidiaries  and The Home Video  Channel,  Limited  and  granting  Madeleine  a
security interest in the Company's assets.

         The  description  of the  agreements  referred  to in  this  Item 5 are
qualified  in their  entirety by  reference  to the text of each such  agreement
which  have  been  filed as  exhibits  hereto  and are  incorporated  herein  by
reference.

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

(b)      Pro Forma Financial Information
Item Ref in 17
CFR 229.601(a)
(2)               Pro forma financial information reflecting the disposition 
                  of Spector Entertainment Group, Inc. will be filed as soon 
                  as it is available and in any event no later than 60
                  days after the date this Current Report on Form 8-K is 
                  required to be filed.

(c)      Exhibits:

Item Ref in 17
CFR 229.601(b)                                                      Exhibit
                                                                    Number
                  Exhibit
(2)               Settlement Agreement dated January 29,             2.03
                  1997 among Spice Entertainment Companies, 
                  Inc., Spector Entertainment Group, Inc.,
                  the Spector Family Revocable Trust, the 
                  Eric M. Spector Revocable Living Trust,
                  Edward M. Spector, Ilene H. Spector, 
                  Eric M. Spector, Evan M. Spector and 
                  Staci M. Spector

(4)               Termination Agreement dated as of February ,       4.06
                  1997 by and among Spice Entertainment 
                  Companies, Inc. and the Spector Family
                  Revocable Trust, Eric M. Spector,  Evan M. 
                  Spector and Staci M. Spector

(10)              Transponder Services Agreement dated             10.72
                  February  , 1997 by and between Spice 
                  Entertainment Companies, Inc. and Spector
                  Entertainment Group, Inc.

(4)               Settlement Agreement dated January 15,           4.07        
                  1997 by and among PNC Bank, N.A. and Spice 
                  Entertainment Companies, Inc. and the other 
                  Obligors

(4)               Warrant to Purchase 600,000 shares of            4.08
                  Common Stock of Spice Entertainment 
                  Companies, Inc. issued to PNC Bank, N.A. 
                  dated January 15, 1997

(4)               Registration Rights Agreement dated as of        4.09 
                  January 15, 1997 by and between Spice 
                  Entertainment Companies, Inc. and PNC 
                  Bank, N.A.

(4)               Loan and Security Agreement dated as of          4.10 
                  January 15, 1997 between Spice 
                  Entertainment Companies, Inc. and 
                  Madeleine L.L.C.

(4)               Certificate of Designation of Preferences        4.11 
                  and Rights Convertible Preferred Stock 
                  Series 19997-A

(4)               Registration Rights Agreement dated              4.12 
                  January 15, 1997 by and between Spice 
                  Entertainment Companies, Inc. and 
                  Madeleine L.L.C.
SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized.

                                       SPICE ENTERTAINMENT
                                       COMPANIES, INC.

                                       By:  /s/ J. Roger Faherty
                                           ------------------------
                                           J. Roger Faherty,
                                           Chairman & Chief Executive Officer

Dated: February 13, 1997