UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                FORM 10-Q/A
                              AMENDMENT NO. 1


(Mark One)

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the quarterly period ended September 30, 1999

                                     OR


[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the transition period from ................ to ..................


                      Commission file number 1-14790


                         Playboy Enterprises, Inc.
           (Exact name of registrant as specified in its charter)


                     Delaware                                36-4249478
          (State or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization)                Identification Number)


      680 North Lake Shore Drive, Chicago, IL                    60611
     (Address of principal executive offices)                  (Zip Code)


                               (312) 751-8000
            (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
                                Yes X No __


As of October 31, 1999, there were 4,748,954 shares of Class A Common
Stock, par value $0.01 per share, and 18,868,606 shares of Class B Common
Stock, par value $0.01 per share, outstanding.


                              EXPLANATORY NOTE

This Quarterly Report on Form 10-Q/A for the quarterly period ended
September 30, 1999 constitutes Amendment No. 1 to the registrant's
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
1999 (the "Form 10-Q") and is being filed to amend exhibits 10.1, 10.2 and
10.3 to the Form 10-Q in connection with the Securities and Exchange
Commission's review of the registrant's confidential treatment request
relating to portions of such exhibits.


                                  PART II
                             OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

(a)    Exhibits

Exhibit
Number                          Description

#10.1         Operating Agreement for Playboy TV International, LLC dated
              as of August 31, 1999 between Playboy Entertainment Group,
              Inc. and Victoria Springs Investments Ltd.

#10.2         Program Supply Agreement dated as of August 31, 1999 between
              Playboy Entertainment Group, Inc., Playboy TV International
              LLC and PTV U.S., LLC

#10.3         Trademark License Agreement dated as of August 31, 1999
              between Playboy Enterprises International, Inc. and Playboy
              TV International, LLC

 10.4         Playboy Magazine Distribution Agreement dated as of July 2,
              1999 between Playboy Enterprises, Inc. and Warner Publisher
              Services, Inc.*

 10.5         Waiver dated as of November 3, 1999 to the Credit Agreement
              dated as of February 26, 1999, among Playboy Enterprises,
              Inc., PEI Holdings, Inc., the Lenders named in the Credit
              Agreement, and Credit Suisse First Boston, as Administrative
              Agent, as Collateral Agent and as Issuing Bank*

 27           Financial Data Schedule*

----------------------
#      Portions of this exhibit have been omitted and filed separately with
       the Securities and Exchange Commission pursuant to a request for
       confidential treatment.

*      Incorporated by reference to the corresponding exhibit to the Form
       10-Q, filed with the Securities and Exchange Commission on November
       12, 1999.

(b)   Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended
September 30, 1999.


                                 SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.

                                          PLAYBOY ENTERPRISES, INC.


Date:  August 2, 2001                     By:  /s/ Howard Shapiro
                                               --------------------------
                                               Howard Shapiro
                                               Executive Vice President,
                                                  Law and Administration,
                                                  General Counsel and Secretary








                               EXHIBIT INDEX

Exhibit
Number                       Description

#10.1         Operating Agreement for Playboy TV International, LLC dated
              as of August 31, 1999 between Playboy Entertainment Group,
              Inc. and Victoria Springs Investments Ltd.

#10.2         Program Supply Agreement dated as of August 31, 1999 between
              Playboy Entertainment Group, Inc., Playboy TV International
              LLC and PTV U.S., LLC

#10.3         Trademark License Agreement dated as of August 31, 1999
              between Playboy Enterprises International, Inc. and Playboy
              TV International, LLC

 10.4         Playboy Magazine Distribution Agreement dated as of July 2,
              1999 between Playboy Enterprises, Inc. and Warner Publisher
              Services, Inc.*

 10.5         Waiver dated as of November 3, 1999 to the Credit Agreement
              dated as of February 26, 1999, among Playboy Enterprises,
              Inc., PEI Holdings, Inc., the Lenders named in the Credit
              Agreement, and Credit Suisse First Boston, as Administrative
              Agent, as Collateral Agent and as Issuing Bank*

 27           Financial Data Schedule*

-------------------------
#      Portions of this exhibit have been omitted and filed separately with
       the Securities and Exchange Commission pursuant to a request for
       confidential treatment.

*      Incorporated by reference to the corresponding exhibit to the
       registrant's Quarterly Report on Form 10-Q for the quarterly period
       ended September 30, 1999, filed with the Securities and Exchange
       Commission on November 12, 1999.