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): October 2, 2002


                                 Directrix, Inc.
             (Exact Name of Registrant as specified in its Charter)


         Delaware                       000-25111          13-4015248
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(State or other jurisdiction           (Commission      (IRS Employer of
   of incorporation)                   File Number)     Identification No.)


    136 Kinderkomack Road, Pine Ridge, NJ                     07656
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(Address of Principal Executive Offices)                (Zip Code)



Registrant's telephone number, including area code:  (201) 782-9730
                                                     -------------------------

Item 5.  Other Events

On October 2, 2002 the United States Bankruptcy Court for the Southern District
of New York (the "Bankruptcy Court") approved an Order filed by Directrix, Inc.
("Directrix"), as debtor in possession, to appoint Joseph Finn Co. Inc. (the
"Auctioneer") to conduct an auction of certain of Directrix' machinery and
equipment.  The machinery and equipment to be auctioned represent a significant
portion of Directrix' assets and includes broadcast and network origination
equipment which Directrix no longer needs as a result of the May 9, 2002
termination by Playboy Entertainment Group, Inc. ("Playboy") of a Master
Services Agreement under which Directrix provided network origination and
related technical services to Playboy.  (Directrix disputes Playboy's
termination of the agreement and has filed a lawsuit against Playboy in the
Bankruptcy Court seeking damages as a consequence of the agreement's improper
termination.)

The auction is scheduled for October 29, 2002.  Directrix cannot estimate the
amount of proceeds to be received from the auction at this time.

The Auctioneer will add a 10% buyer's premium to the sales price of the
machinery and equipment sold at auction.  The Auctioneer will be paid an amount
equal to the buyer's premium and will be reimbursed for up to $25,000 of its
expenses incurred in connection with the auction.

Directrix will retain certain office fixtures, furniture and equipment and
technical equipment used to provide video encoding services as well as its
library of rights in adult films.  Directrix has moved to smaller premises from
which it will continue to provide video encoding services and seek to exploit
its rights in the adult film library.


                                   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.


                                   DIRECTRIX, INC.


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


Dated: October 17, 2002