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                                  UNITED STATES
                       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)   February 28, 2003
                                                ----------------------------

                        PHILIPP BROTHERS CHEMICALS, INC.
             (Exact name of registrant as specified in its charter)

      New York                       333-64641                  13-1840497
--------------------             ----------------        ---------------------
  (State or other                  (Commission                (IRS Employer
  jurisdiction of                  File Number)           Identification Number)
  incorporation)

                                One Parker Plaza
                           Fort Lee, New Jersey 07024
              -----------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (201) 944-6020
              -----------------------------------------------------
              (Registrant's telephone number, including area code)


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Item 5.  Other Events and Regulation FD Disclosure.

      On February 28, 2003, the Company's Norwegian subsidiary,  Odda Smelteverk
AS filed for bankruptcy under the Norwegian  Bankruptcy Act of June 8, 1984 (the
"Norwegian Act"). The Company  anticipates that its other Norwegian  subsidiary,
Odda Holdings AS (the parent of Odda  Smelteverk  AS), will file for  bankruptcy
under  the  Norwegian  Act  within  the  next  two  weeks.   The  two  Norwegian
subsidiaries are herein referred to collectively as "Odda".

      The  Company  is a  guarantor  under two  separate  multi-currency  credit
facilities   entered  into  by  Odda  with  Norwegian   banks  in  August  1998.
Indebtedness  under  both  facilities  is  collateralized  by a lien  on  Odda's
receivables,  inventory  and  property  and  production  facilities.  The credit
facilities  were  restructured  in  October  2002,  as a result  of the  partial
shutdown of Odda's operations and non-compliance with the financial covenants of
the credit facilities.  Under the agreement to restructure the credit facilities
and to obtain a waiver for  non-compliance,  Odda  agreed to a periodic  payment
schedule  through  November  30,  2003.  Based upon  communications  between the
Company and Odda's Norwegian banks regarding the credit facilities,  the Company
believes that it will continue to be able to discharge Odda's indebtedness under
such credit facilities in accordance with the previously agreed periodic payment
schedule. As of February 28, 2003, an aggregate of NOK 40,881,000 (US$5,710,000)
was outstanding under the credit facilities.

      The  Indenture,  dated as of June 11,  1998,  as  supplemented,  among the
Company,  the Guarantors named therein and The Chase Manhattan Bank, as trustee,
relating  to the  Company's  9-7/8%  Senior  Subordinated  Notes  due 2008  (the
"Notes"),   contains   certain   provisions  with  respect  to  the  Significant
Subsidiaries  (as defined) and/or  Restricted  Subsidiaries  (as defined) of the
Company,  including  Events of Default  due to  various  events  involving  (and
including   the   bankruptcy   of)   Significant   Subsidiaries   or  Restricted
Subsidiaries.  The Company has obtained the  requisite  consent of a majority of
the  holders  of the  Notes to  amend  the  Indenture  to  exclude  each of Odda
Smelteverk  AS  and  Odda  Holdings  AS as a  Significant  Subsidiary  and  as a
Restricted  Subsidiary from various provisions  defining Events of Default under
the Company's  Indenture,  including any Event of Default which would  otherwise
result from bankruptcy filings by Odda.

      As previously  reported,  the Company has written off substantially all of
its Norwegian assets. The Company does not believe that Odda's bankruptcy filing
will have a material  adverse  effect on its  financial  condition or results of
operations.

                                      * * *

      This Form 8-K contains "forward-looking  statements" within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended,  and are based upon beliefs of, and
information  currently  available to the  Company's  management.  The  Company's
actual   results   could  differ   materially   from  those  set  forth  in  the
forward-looking  statements.  Factors  that could cause actual  developments  to
differ materially from those contemplated,  include, without limitation: (i) the
decisions and actions of creditors of the Company and its subsidiaries; (ii) the
Company's  ability  to  negotiate  with  its  creditors  and  creditors  of  its
subsidiaries;  (iii)  additional  facts and  developments,  not now known to the
Company;  and (iv) the risks of future litigation by creditors of Odda.  Certain
additional  factors  that might cause such a  difference  are  discussed  in the
Company's  Annual  Report on Form 10-K for its fiscal  year


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ended June 30, 2002 and/or in its most recent Form 10-Q for its quarterly period
ended December 31, 2002.  The Company  assumes no  responsibility  to update the
information included in this Form 8-K.


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                                   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.


                               PHILIPP BROTHERS CHEMICALS, INC.


                               By: /s/ JACK C. BENDHEIM
                                   ---------------------------------------------
                                     Jack C. Bendheim, Chairman of the Board


                               By: /s/ GERALD K. CARLSON
                                   ---------------------------------------------
                                     Gerald K. Carlson, Chief Executive Officer


                               By: /s/ RICHARD G. JOHNSON
                                   ---------------------------------------------
                                     Richard G. Johnson, Chief Financial Officer


Dated: February 28, 2003


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