UNITED STATES
                  SECURITIES AND EXCHANGE COMMMISSION
                       Washington, D.C. 20549


                              FORM 8-K
                           Current Report
                Pursuant to Section 13 or 15d of the
                  Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) :   February 25, 2003

                            SPIEGEL, INC.

   (Exact name of registrant as specified in its charter)


  Delaware                 0-16126             36-2593917
 (State of                 (Commission file    (I.R.S. Employer
                            number)             Identification No.)

   3500 Lacey Road
   Downers Grove, IL                            60515-5432
  (Address of principal executive offices)      (Zip Code)


                            (630) 986-8800
       (Registrant's telephone number, including area code)

                               No Change
  (Former name or Former address, if changed since last report)

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Item 5. Other Events

Securitization of Receivables

A principal source of liquidity for the Company has been its ability to
securitize substantially all of the credit card receivables that it
generates.  Many of the customers at the Company's merchant companies have
received credit through private-label credit cards issued by First
Consumers National Bank ("FCNB"), the Company's special-purpose bank.
Approximately 41% of the Company's total net sales in fiscal 2001 were made
with the Company's private-label credit cards.  FCNB also has issued
MasterCard and VISA bankcards to the general public.

The Company securitizes the receivables generated by the use of its private-
label cards and bankcards by selling them to securitization vehicles, which,
in turn, sell asset backed securities ("ABS") to investors.  At present,
these vehicles have issued six series (each a "Series") of ABS securities,
three of which are backed, on a revolving basis, by private-label receivables
and three of which are backed, also on a revolving basis, by bankcard
receivables.  MBIA Insurance Corporation ("MBIA") insures the investors in
two of the private-label Series.  Under these arrangements, the
securitization vehicles had outstanding an aggregate of approximately $2.2
billion of notes and certificates at the end of December 2002.

Each Series requires that the revolving pool of receivables supporting the
Series achieve certain minimum performance requirements.  If the receivables
pool cannot achieve these minimum performance requirements, a "Pay Out Event"
will occur.  A Pay Out Event, which is also known as an early amortization
event, would divert monthly excess cash flow remaining after the payment of
debt service and other expenses to repay principal to investors on an
accelerated basis, rather than to pay the cash to the Company upon deposit
of new receivables.  These cash payments would have been utilized by the
Company to fund its operations.

As previously reported in the Company's Form 10-K for its fiscal year 2001
(the "Form 10-K"), filed by the Company in February 2003, the Company had
forecasted that, in the next several months, it would not meet these minimum
performance requirements.  As a result of a new forecast, the Company
presently expects that, for the reporting period ending on February 28,
2003, it will fail to meet these minimum performance requirements on two of
the Series that are backed by bankcard receivables and potentially on one of
the insured Series backed by private-label receivables.  If the two bankcard
Series fail to meet these minimum performance requirements, there would be
an automatic Pay Out Event applicable to these two Series, as well as to the
remaining bankcard Series as a result of cross-default provisions, in early
March 2003.  In addition, failure to meet the minimum performance
requirements by the one insured private-label Series would result in an
automatic Pay Out Event applicable to that Series as well as to the uninsured
private-label Series in early March 2003, which would entitle MBIA to declare
a Pay Out Event on the remaining insured private-label Series.

If these Pay Out Events were to occur, the Company may be required, for at
least a period of time, to transfer newly generated receivables from existing
customers to the securitization vehicles for the benefit of the investors,
without receiving payment in cash for these receivables.  The Company would
not have sufficient cash or cash flow from operations to make up this
shortfall.  Accordingly, the Company would need to obtain a new credit
facility or some other source of financing.  As previously disclosed in the
Form 10-K, the Company has been in default on its existing revolving credit
facility since fiscal 2001 and, accordingly, the Company is not permitted to
borrow additional amounts under this facility and all existing borrowings
thereunder are currently due and payable.  While the Company is presently
considering its alternatives, given its current financial condition, it may
be unable to obtain this alternative financing.

Bankcard Liquidation

As previously disclosed in the Form 10-K, the Office of the Comptroller of the
Currency (the "OCC"), which supervises FCNB, approved a disposition plan
providing for the sale or liquidation of the Company's bankcard portfolio by
April 30, 2003, as part of an agreement with the OCC to liquidate FCNB at some
point thereafter.  Under the terms of this plan, if FCNB did not receive an
acceptable offer to buy the bankcard portfolio in January 2003, it was required
to implement plans to liquidate its bankcard portfolio.  FCNB, in addition to
its own bankcard operations, issues substantially all of the Company's private-
label credit cards and services the related receivables, including securitized
receivables.  Because the Company's bankcard business is held for sale, it has
been classified as a discontinued operation.

On February 14, 2003, the Company received a letter from the OCC requiring FCNB
to immediately begin the process of liquidating the bankcard portfolio and
indicating the steps it must take to do so.  The OCC letter requires FCNB to:
1) notify the trustee for each of the Company's bankcard Series that FCNB will
either amend the relevant securitization documents to replace FCNB with a
successor servicer and administrator or resign as servicer and administrator
at the earliest date permissible under the agreements, 2) cease all credit card
solicitations for its bankcards, 3) cease accepting new bankcard applications
and credit lines and offering credit line increases to any existing bankcard
account, 4) notify cardholders that FCNB will no longer honor bankcard charges
or or before March 31, 2003, and 5) cease accepting new charges on existing
bankcard accounts on or before April 1, 2003.

The Company has complied and continues to comply with these OCC requirements.
The Company also continues to have discussions with potential acquirers for the
sale of the bankcard business.  However, there can be no guarantees that the
outcome of these discussions will result in the sale of the bankcard business
in the time permitted by the OCC.  If the Company were to sell the bankcard
business for less than the price reflected in the preliminary letters of
interest previously received by it from potential third-party acquirers or if
the Company were required to liquidate the bankcard portfolio, the Company will
likely have to increase its estimated loss on the disposal of the bankcard
business.  If the Company is not able to sell the bankcard business before
Apri1 1, 2003, a Pay Out Event will occur with respect to each bankcard Series
as a result of the OCC's requirements that FCNB cease accepting new charges on
existing bankcard accounts.

Although the Company plans to dispose of the bankcard business, it plans to
remain in the private-label credit card business, as these credit card sales
are extremely important to its merchant operations, particularly its catalogue
operations.  In the future, it plans to issue its private-label credit cards
through its merchant operations, rather than FCNB but also may consider
seeking a third-party credit provider.  The Company is in the process of
establishing an in-house capability to service these receivables or otherwise
it will seek to secure a third-party credit provider.

Other

As previously disclosed, the Company's executive vice president and chief
financial officer, James R. Cannataro, resigned from his position in early
February 2003.  No replacement has yet been appointed by the Company.  The
Company cannot predict whether there will be further changes in the
composition of its board of directors or management.

General

As a result of the foregoing matters, as well as the other issues disclosed in
the Form 10-K, the Company may not have sufficient funds to finance its
operations beginning in the near future and thereafter.  In light of the
Company's existing operating and financing challenges, the Company is exploring
a range of strategic options, in conjunction with its ongoing discussions with
lenders and other parties, to restructure its debt obligations and
securitization arrangements and provide for the Company's continued operations.
As part of these efforts, the Company is taking steps to engage the services of
restructuring advisors.  In addition, based on the above new information, the
Company is currently assessing the impact of these issues on its consolidated
financial statements.




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SIGNATURES

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

                                       SPIEGEL, INC.
                                       (Registrant)

Dated:   February 25, 2003           By: /s/ Martin Zaepfel
                                     -------------------------
                                     Martin Zaepfel
                                     Vice Chairman, President and
                                     and Chief Executive Officer
                                     (Principal Operating
                                      Executive Officer)

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