UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
For the quarterly period ended December 31, 1996

                                      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 1-6813

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

                                                  
                    Delaware                               36-2258830
         (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 January 31, 1997, there were 4,748,954 shares of Class A Common
Stock, par value $0.01 per share, and 15,580,306 shares of Class B Common Stock,
par value $0.01 per share, outstanding.

     This Form 10-Q/A is being filed for the purpose of adding to "Part II.
Other Information" in the Form 10-Q for the quarterly period ended December 31,
1996 of Playboy Enterprises, Inc. (the "Company") the following Item 4.

Item 4.  Submission of Matters to a Vote of Security Holders.
- ------------------------------------------------------------ 

     The Company's annual meeting of shareholders was held on November 13, 1996.
At the meeting, the following director nominees were elected:


 
        Nominee                        Votes                Withheld
        -------                        -----                --------
                                                      
Dennis S. Bookshester                4,470,856                42,870
David I. Chemerow                    4,470,855                42,871
Christie Hefner                      4,470,906                42,820
Sol Rosenthal                        4,470,844                42,882
Richard S. Rosenzweig                4,470,844                42,882
Sir Brian Wolfson                    4,470,831                42,895


Also at the meeting, the shareholders approved, with voting as set forth below,
(i) amendments to and restatement of the Company's 1995 Stock Incentive Plan
(the "1995 Plan Amendments"), (ii) the Company's Employee Stock Purchase Plan
(the "Purchase Plan"), (iii) the Company's Incentive Compensation Plan for
Anthony J. Lynn (the "Lynn Plan"), (iv) the Company's Incentive Compensation
Plan for Herbert M. Laney (the "Laney Plan"), and (v) ratification of Coopers &
Lybrand L.L.P. as independent auditors ("Auditors"):


 
                   Votes     Votes    Votes
    Matter          For     Against  Withheld  Non-Vote
    ------          ---     -------  --------  --------
                                   
1995 Plan
Amendments       3,832,314  200,926     4,551   475,935
 
Purchase Plan    3,984,970   49,050     3,771   475,935

Lynn Plan        4,453,692   54,988     4,038       N/A

Laney Plan       4,453,692   54,825     5,209       N/A

Auditors         4,469,965   41,770     1,991       N/A


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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 thereunto duly authorized.

                              PLAYBOY ENTERPRISES, INC.
                              -------------------------
                                    (Registrant)


Date: May 7, 1997        By: s/Rebecca S. Maskey
                             -----------------------------------------
                                    Rebecca S. Maskey
                                    Senior Vice President, Finance

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