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):  August 31, 1994

                       ANDREWS GROUP INCORPORATED
          (Exact name of registrant as specified in its charter)

       DELAWARE                     0-9008              95-2683875
      (Name or other               (Commission       (I.R.S. Employer
      jurisdiction of              File Number)      Identification
      incorporation)                                 No.)

          3200 WINDY HILL ROAD, SUITE 1100-WEST,                30067
          MARIETTA, GA                                       (Zip Code)
                   (Address of principal executive offices)
     Registrant's telephone number, including area code:  404-955-0045


                         ANDREWS GROUP INCORPORATED

               The following unaudited financial statements of
     businesses acquired are provided by Andrews Group Incorporated
     (the "Company") in connection with Marvel Entertainment Group,
     Inc.'s acquisition of all of the equity interest of Maxwell
     Communications Italia S.p.A. (together with its subsidiaries,
     "Panini") as described in the Company's Form 8-K dated August 31,
     1994.

     ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
               AND EXHIBITS.

                    (a)  Financial Statements of Businesses Acquired. 
     The following unaudited financial statements of Panini as of
     August 31, 1994 and for the three months then ended are set forth
     in Annex A hereto:

                    Panini:

                    Condensed Consolidated Balance Sheet -- As of
                    August 31, 1994

                    Condensed Consolidated Statement of Income -- For
                    the three months ended August 31, 1994

                    Condensed Consolidated Statement of Cash Flows --
                    For the three months ended August 31, 1994

                    (b)  Pro Forma Financial Information.  None.

                    (c)  Exhibits.  None.



                               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.

                                   ANDREWS GROUP INCORPORATED
                                             (Registrant)

                                   By:  /s/ Laurence Winoker  
                                        ___________________________
     Dated: March 31, 1995                  Laurence Winoker
                                        Vice President and Controller
                                        (Principal Accounting Officer)


ANNEX A


MAXWELL COMMUNICATIONS ITALIA S.p.A.            
AND SUBSIDIARIES                                
CONDENSED CONSOLIDATED BALANCE SHEET            
(In millions of Italian Lire)                   
(Unaudited)                                     
                                                
                                         At August 31,
                                              1994
                                         _____________
ASSETS                                          
Current assets:                                 
   Cash and cash equivalents       Lit     30,177 
   Accounts receivables, net               39,614 
   Inventories                             22,196 
   Prepaid expenses and other              33,957 
                                        ______________
  Total current assets                    125,944 
                                                
Property, plant and equipment              35,521 
Deferred charges and other                 22,114 
                                        ______________
                                   Lit    183,579 
                                        ==============
                                                
LIABILITIES AND STOCKHOLDER'S EQUITY            
Current Liabilities                             
   Current portion of long-term debt       15,212 
   Accounts Payable                        37,100 
   Due to parent                            9,039
   Accrued expenses and other              31,974 
                                        ______________
 Total current liabilities                 93,325 
Long-term debt                                210  
Other long-term liabilities                 6,692
Minority interest                              58   
Stockholder's Equity:                           
   Capital Stock                           32,000 
   Retained earnings                       57,785 
   Cumulative translation adjustment       (6,491) 
                                        ______________
Total stockholder's equity                 83,294 
                                        ______________
Total liabilities and stockholder's
 equity                            Lit    183,579 
                                        ==============
                                                
See notes to condensed consolidated financial statements   


MAXWELL COMMUNICATIONS ITALIA S.p.A.                        
AND SUBSIDIARIES                                            
CONDENSED CONSOLIDATED STATEMENT OF INCOME                  
(In millions of Italian lire)                               
(Unaudited)                                                 
                                                               
                                          Three months ended   
                                            August 31, 1994  


Net revenues                            Lit       39,354  
Cost of sales                                     19,399  
                                              ___________ 
Gross profit                                      19,955  
Selling, general and administrative expenses      19,810    
Interest expense, net                               (294)    
Foreign currency exchange (gain)                    (261)     
Other (income)                                    (4,966)   
                                              ____________ 
Income before tax and minority interest            5,666     
Provision for income taxes                          (491)       
                                              ____________       
Income before minority interest                    6,157     
Minority interest in (loss) of subsidiaries           (1)
                                             _____________    
Net income                              Lit        6,158      
                                             =============     


See notes to condensed consolidated financial statements.   


MAXWELL COMMUNICATIONS ITALIA S.p.A.         
AND SUBSIDIARIES                             
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS  
(In millions of Italian Lire)                
(Unaudited)                                  
                                             
                                             Three months ended
                                             August 31, 1994
                                             
Cash flows from operating activities         
Net Income                                          6,158
Adjustments to reconcile net income to 
net cash provided by operating activities:
     Depreciation & Amortization                    1,800
     Provision for severance indemnity                372
     Equity pickup in affiliate                    (3,382)
     Minority interest                                (36)
Changes in assets and liabilities:           
     Increase in marketable securities            (18,424)
     Decrease in accounts receivable               43,360
     Increase in inventory                         (2,567)
     Increase in prepaid expenses, deferred 
       charges and other assets                    (5,230)
     Decrease in accounts payable                  (9,497)
     Decrease in due to parent, accrued expenses 
       and other liabilities                      (18,611)
     Foreign currency transaction gain                261
                                                 __________
Net cash used in operating activities       Lit    (5,796)
                                                 __________
Cash flows from investing activities         
Capital expenditures and other                     (1,136)
Proceeds from sale of fixed assets                  2,470
Acquisition of minority interest of subsidiaries       38
                                                 __________
Net cash provided by investing activities           1,372
                                                 __________ 

Cash flows from financing activities         
Long-term borrowing                                     0
Repayment of long-term borrowings                  (1,780)
                                                 __________
Net cash (used in) financing activities            (1,780)
                                                 __________
Effect of exchange rate changes on cash               904
                                                 __________ 
Net decrease in cash                               (5,300)
Cash and cash equivalents at beginning of period   35,477
                                                 __________
Cash and cash equivalents at end of period  Lit    30,177
                                                 ==========

Supplemental schedule of cash flow information  
Interest paid                                       1,852
Income taxes paid                                  (1,538)

See notes to condensed consolidated financial statements  


                    MAXWELL COMMUNICATIONS ITALIA S.P.A.
                              AND SUBSIDIARIES

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       (In millions of Italian Lire)
                                (unaudited)

     1.  BACKGROUND AND BASIS OF FINANCIAL STATEMENT PRESENTATION

         The accompanying condensed consolidated financial statements
         of Maxwell Communications Italia S.p.A and its subsidiaries
         (collectively, the "Company" or  MCI ) are unaudited.  In the
         opinion of management, all adjustments and intercompany
         eliminations necessary for a fair presentation of the results
         of operations have be made and were of a normal recurring
         nature.

         The Company together with its subsidiaries, produces and
         distributes stickers, cards, sticker albums and self-adhesive
         paper in Italy and abroad.  The production process is
         concentrated in Italy.  The Company is 100% owned by Panini
         Publishing International S.A. (PPI"), a Luxembourg company.

         On September 8, 1992 all of the Company's capital stock was
         acquired by PPI.  The accompanying financial statements have
         been prepared following accounting principles generally
         accepted in the United States.  The acquisition was accounted
         for using the purchase method of accounting.  The purchase
         price was allocated to the assets and liabilities of the
         Company based on their fair value at the acquisition date.

         These interim condensed consolidated financial statements
         should be read in conjunction with the MAY 31, 1994
         consolidated financial statements and related notes thereto
         contained of the Company s.

     2.  INVENTORIES

          Inventories consist of:

         Finished goods                           Lit  8,973
         Work in process                               2,875
         Raw materials                                10,348
                                                     ________ 
                                                  Lit 22,196
                                                     ========
     3.  SUBSEQUENT EVENT

         On August 31, 1994, pursuant to the Stock Purchase Agreement
         by and among PPI, Istituto Geografico De Agostini S.p.A.,
         Bain Gallo Cuneo Capital Investments S.p.A., Killawlan Ltd.
         and Cabra International Ltd., Marvel Comics Italia S.r.L. and
         Marvel Entertainment Group, Inc., Marvel Italia acquired 100%
         of the equity interest of MCI, the holder of all the equity
         of Panini S.r.L.  The aggregate purchase price for 100% of
         the equity of MCI was Lit 251,500.  The acquisition will be
         accounted for using the purchase method of accounting with
         effect from September 1, 1994.  Marvel Italia is owned 99.95% 
         by Marvel Entertainment Group, Inc., a USA company and .05%
         by Marvel Comics Limited, a UK company.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 13142}]
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):  August 31, 1994

                       ANDREWS GROUP INCORPORATED
          (Exact name of registrant as specified in its charter)

       DELAWARE                     0-9008              95-2683875
      (Name or other               (Commission       (I.R.S. Employer
      jurisdiction of              File Number)      Identification
      incorporation)                                 No.)

          3200 WINDY HILL ROAD, SUITE 1100-WEST,                30067
          MARIETTA, GA                                       (Zip Code)
                   (Address of principal executive offices)
     Registrant's telephone number, including area code:  404-955-0045

                         ANDREWS GROUP INCORPORATED

               The following unaudited financial statements of
     businesses acquired are provided by Andrews Group Incorporated
     (the "Company") in connection with Marvel Entertainment Group,
     Inc.'s acquisition of all of the equity interest of Maxwell
     Communications Italia S.p.A. (together with its subsidiaries,
     "Panini") as described in the Company's Form 8-K dated August 31,
     1994.

     ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
               AND EXHIBITS.

                    (a)  Financial Statements of Businesses Acquired. 
     The following unaudited financial statements of Panini as of
     August 31, 1994 and for the three months then ended are set forth
     in Annex A hereto:

                    Panini:

                    Condensed Consolidated Balance Sheet -- As of
                    August 31, 1994

                    Condensed Consolidated Statement of Income -- For
                    the three months ended August 31, 1994

                    Condensed Consolidated Statement of Cash Flows --
                    For the three months ended August 31, 1994

                    (b)  Pro Forma Financial Information.  None.

                    (c)  Exhibits.  None.

                               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.

                                   ANDREWS GROUP INCORPORATED
                                             (Registrant)

                                   By:  /s/ Laurence Winoker  
                                        ___________________________
     Dated: March 31, 1995                  Laurence Winoker
                                        Vice President and Controller
                                        (Principal Accounting Officer)

ANNEX A

MAXWELL COMMUNICATIONS ITALIA S.p.A.            
AND SUBSIDIARIES                                
CONDENSED CONSOLIDATED BALANCE SHEET            
(In millions of Italian Lire)                   
(Unaudited)                                     
                                                
                                         At August 31,
                                              1994
                                         _____________
ASSETS                                          
Current assets:                                 
   Cash and cash equivalents       Lit     30,177 
   Accounts receivables, net               39,614 
   Inventories                             22,196 
   Prepaid expenses and other              33,957 
                                        ______________
  Total current assets                    125,944 
                                                
Property, plant and equipment              35,521 
Deferred charges and other                 22,114 
                                        ______________
                                   Lit    183,579 
                                        ==============
                                                
LIABILITIES AND STOCKHOLDER'S EQUITY            
Current Liabilities                             
   Current portion of long-term debt       15,212 
   Accounts Payable                        37,100 
   Due to parent                            9,039
   Accrued expenses and other              31,974 
                                        ______________
 Total current liabilities                 93,325 
Long-term debt                                210  
Other long-term liabilities                 6,692
Minority interest                              58   
Stockholder's Equity:                           
   Capital Stock                           32,000 
   Retained earnings                       57,785 
   Cumulative translation adjustment       (6,491) 
                                        ______________
Total stockholder's equity                 83,294 
                                        ______________
Total liabilities and stockholder's
 equity                            Lit    183,579 
                                        ==============
                                                
See notes to condensed consolidated financial statements   

MAXWELL COMMUNICATIONS ITALIA S.p.A.                        
AND SUBSIDIARIES                                            
CONDENSED CONSOLIDATED STATEMENT OF INCOME                  
(In millions of Italian lire)                               
(Unaudited)                                                 
                                                               
                                          Three months ended   
                                            August 31, 1994  

Net revenues                            Lit       39,354  
Cost of sales                                     19,399  
                                              ___________ 
Gross profit                                      19,955  
Selling, general and administrative expenses      19,810    
Interest expense, net                               (294)    
Foreign currency exchange (gain)                    (261)     
Other (income)                                    (4,966)   
                                              ____________ 
Income before tax and minority interest            5,666     
Provision for income taxes                          (491)       
                                              ____________       
Income before minority interest                    6,157     
Minority interest in (loss) of subsidiaries           (1)
                                             _____________    
Net income                              Lit        6,158      
                                             =============     

See notes to condensed consolidated financial statements.   

MAXWELL COMMUNICATIONS ITALIA S.p.A.         
AND SUBSIDIARIES                             
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS  
(In millions of Italian Lire)                
(Unaudited)                                  
                                             
                                             Three months ended
                                             August 31, 1994
                                             
Cash flows from operating activities         
Net Income                                          6,158
Adjustments to reconcile net income to 
net cash provided by operating activities:
     Depreciation & Amortization                    1,800
     Provision for severance indemnity                372
     Equity pickup in affiliate                    (3,382)
     Minority interest                                (36)
Changes in assets and liabilities:           
     Increase in marketable securities            (18,424)
     Decrease in accounts receivable               43,360
     Increase in inventory                         (2,567)
     Increase in prepaid expenses, deferred 
       charges and other assets                    (5,230)
     Decrease in accounts payable                  (9,497)
     Decrease in due to parent, accrued expenses 
       and other liabilities                      (18,611)
     Foreign currency transaction gain                261
                                                 __________
Net cash used in operating activities       Lit    (5,796)
                                                 __________
Cash flows from investing activities         
Capital expenditures and other                     (1,136)
Proceeds from sale of fixed assets                  2,470
Acquisition of minority interest of subsidiaries       38
                                                 __________
Net cash provided by investing activities           1,372
                                                 __________ 

Cash flows from financing activities         
Long-term borrowing                                     0
Repayment of long-term borrowings                  (1,780)
                                                 __________
Net cash (used in) financing activities            (1,780)
                                                 __________
Effect of exchange rate changes on cash               904
                                                 __________ 
Net decrease in cash                               (5,300)
Cash and cash equivalents at beginning of period   35,477
                                                 __________
Cash and cash equivalents at end of period  Lit    30,177
                                                 ==========

Supplemental schedule of cash flow information  
Interest paid                                       1,852
Income taxes paid                                  (1,538)

See notes to condensed consolidated financial statements  

                    MAXWELL COMMUNICATIONS ITALIA S.P.A.
                              AND SUBSIDIARIES

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       (In millions of Italian Lire)
                                (unaudited)

     1.  BACKGROUND AND BASIS OF FINANCIAL STATEMENT PRESENTATION

         The accompanying condensed consolidated financial statements
         of Maxwell Communications Italia S.p.A and its subsidiaries
         (collectively, the "Company" or  MCI ) are unaudited.  In the
         opinion of management, all adjustments and intercompany
         eliminations necessary for a fair presentation of the results
         of operations have be made and were of a normal recurring
         nature.

         The Company together with its subsidiaries, produces and
         distributes stickers, cards, sticker albums and self-adhesive
         paper in Italy and abroad.  The production process is
         concentrated in Italy.  The Company is 100% owned by Panini
         Publishing International S.A. (PPI"), a Luxembourg company.

         On September 8, 1992 all of the Company's capital stock was
         acquired by PPI.  The accompanying financial statements have
         been prepared following accounting principles generally
         accepted in the United States.  The acquisition was accounted
         for using the purchase method of accounting.  The purchase
         price was allocated to the assets and liabilities of the
         Company based on their fair value at the acquisition date.

         These interim condensed consolidated financial statements
         should be read in conjunction with the MAY 31, 1994
         consolidated financial statements and related notes thereto
         contained of the Company s.

     2.  INVENTORIES

          Inventories consist of:

         Finished goods                           Lit  8,973
         Work in process                               2,875
         Raw materials                                10,348
                                                     ________ 
                                                  Lit 22,196
                                                     ========
     3.  SUBSEQUENT EVENT

         On August 31, 1994, pursuant to the Stock Purchase Agreement
         by and among PPI, Istituto Geografico De Agostini S.p.A.,
         Bain Gallo Cuneo Capital Investments S.p.A., Killawlan Ltd.
         and Cabra International Ltd., Marvel Comics Italia S.r.L. and
         Marvel Entertainment Group, Inc., Marvel Italia acquired 100%
         of the equity interest of MCI, the holder of all the equity
         of Panini S.r.L.  The aggregate purchase price for 100% of
         the equity of MCI was Lit 251,500.  The acquisition will be
         accounted for using the purchase method of accounting with
         effect from September 1, 1994.  Marvel Italia is owned 99.95% 
         by Marvel Entertainment Group, Inc., a USA company and .05%
         by Marvel Comics Limited, a UK company.