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) July 9, 1997

                       Mafco Consolidated Group Inc.
           (Exact Name of Registrant as Specified in its Charter)

         Delaware               01-11240               02-0424104     
     (State or Other          (Commission            (IRS Employer   
      Jurisdiction of          File Number)       Identification No.)
      Incorporation)

     35 East 62nd Street, New York, New York                   10021  
     (Address of Principal Executive Offices)               (Zip Code)

     Registrant's telephone number, including area code (212) 572-8600 

                               Not Applicable                         
       (Former Name or Former Address, if Changed Since Last Report)


          ITEM 5.   OTHER EVENTS

                    On July 9, 1997, Mafco Consolidated Holdings
          Inc., a Delaware corporation ("Parent"), Mafco
          Consolidated Group Inc., a Delaware corporation
          ("Mafco"), and MCG Acquisition Inc., a Delaware
          corporation (the "Purchaser"), consummated the
          transactions contemplated by an Agreement and Plan of
          Merger, dated as of February 20, 1997 (the "Merger
          Agreement"), by and among Mafco, Parent and the
          Purchaser.  Pursuant to the Merger Agreement, the
          Purchaser was merged with and into Mafco with Mafco being
          the surviving corporation, the directors of the Purchaser
          becoming the directors of Mafco and Mafco becoming a
          wholly owned subsidiary of Parent.  Also pursuant to the
          Merger Agreement, each share of common stock, par value
          $01 per share, of Mafco (other than shares held by Parent
          or any of its subsidiaries) was converted into the right
          to receive $33.50.

                    A copy of the Merger Agreement is filed
          herewith as Exhibit 2.1 and is incorporated herein by
          reference.  The foregoing summary of the Merger Agreement
          does not purport to be complete and is qualified in its
          entirety by reference to the provisions of such
          agreement.

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

          (a)-(b)   Not applicable.

          (c)       Exhibits

          2.1       Agreement and Plan of Merger, dated as of
                    February 20, 1997, by and among Mafco
                    Consolidated Holdings Inc., Mafco Consolidated
                    Group Inc. and MCG Acquisition Inc.
                    (incorporated by reference to Exhibit 6 of
                    Amendment No. 4 to Schedule 13D dated February
                    24, 1997, filed by Mafco Holdings Inc. and
                    Mafco Consolidated Holdings Inc. with respect
                    to Mafco Consolidated Group Inc.).


                                  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.

          Dated: July 9, 1997

                                   MAFCO CONSOLIDATED GROUP INC.

                                   By: /s/ Barry F. Schwartz       
                                   Name:   Barry F. Schwartz
                                   Title:  Executive Vice President


                                EXHIBIT INDEX

          Exhibit
            No.                  Description

          2.1       Agreement and Plan of Merger, dated as of
                    February 20, 1997, by and among Mafco
                    Consolidated Holdings Inc., Mafco Consolidated
                    Group Inc. and MCG Acquisition Inc.
                    (incorporated by reference to Exhibit 6 of
                    Amendment No. 4 to Schedule 13D dated February
                    24, 1997, filed by Mafco Holdings Inc. and
                    Mafco Consolidated Holdings Inc. with respect
                    to Mafco Consolidated Group Inc.).
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4479}]
{"company-data": {"conformed-name": "MAFCO CONSOLIDATED GROUP INC", "cik": "0000888676", "assigned-sic": "5190", "irs-number": "020424104", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11240", "film-number": "97638369"}, "business-address": {"street1": "35 EAST 62ND STREET", "city": "NEW YORK", "state": "NY", "zip": "10021", "phone": "6039265911"}, "mail-address": {"street1": "35 EAST 62ND STREET", "city": "NEW YORK", "state": "NY", "zip": "10021"}}
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) July 9, 1997

                       Mafco Consolidated Group Inc.
           (Exact Name of Registrant as Specified in its Charter)

         Delaware               01-11240               02-0424104     
     (State or Other          (Commission            (IRS Employer   
      Jurisdiction of          File Number)       Identification No.)
      Incorporation)

     35 East 62nd Street, New York, New York                   10021  
     (Address of Principal Executive Offices)               (Zip Code)

     Registrant's telephone number, including area code (212) 572-8600 

                               Not Applicable                         
       (Former Name or Former Address, if Changed Since Last Report)

          ITEM 5.   OTHER EVENTS

                    On July 9, 1997, Mafco Consolidated Holdings
          Inc., a Delaware corporation ("Parent"), Mafco
          Consolidated Group Inc., a Delaware corporation
          ("Mafco"), and MCG Acquisition Inc., a Delaware
          corporation (the "Purchaser"), consummated the
          transactions contemplated by an Agreement and Plan of
          Merger, dated as of February 20, 1997 (the "Merger
          Agreement"), by and among Mafco, Parent and the
          Purchaser.  Pursuant to the Merger Agreement, the
          Purchaser was merged with and into Mafco with Mafco being
          the surviving corporation, the directors of the Purchaser
          becoming the directors of Mafco and Mafco becoming a
          wholly owned subsidiary of Parent.  Also pursuant to the
          Merger Agreement, each share of common stock, par value
          $01 per share, of Mafco (other than shares held by Parent
          or any of its subsidiaries) was converted into the right
          to receive $33.50.

                    A copy of the Merger Agreement is filed
          herewith as Exhibit 2.1 and is incorporated herein by
          reference.  The foregoing summary of the Merger Agreement
          does not purport to be complete and is qualified in its
          entirety by reference to the provisions of such
          agreement.

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

          (a)-(b)   Not applicable.

          (c)       Exhibits

          2.1       Agreement and Plan of Merger, dated as of
                    February 20, 1997, by and among Mafco
                    Consolidated Holdings Inc., Mafco Consolidated
                    Group Inc. and MCG Acquisition Inc.
                    (incorporated by reference to Exhibit 6 of
                    Amendment No. 4 to Schedule 13D dated February
                    24, 1997, filed by Mafco Holdings Inc. and
                    Mafco Consolidated Holdings Inc. with respect
                    to Mafco Consolidated Group Inc.).

                                  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.

          Dated: July 9, 1997

                                   MAFCO CONSOLIDATED GROUP INC.

                                   By: /s/ Barry F. Schwartz       
                                   Name:   Barry F. Schwartz
                                   Title:  Executive Vice President

                                EXHIBIT INDEX

          Exhibit
            No.                  Description

          2.1       Agreement and Plan of Merger, dated as of
                    February 20, 1997, by and among Mafco
                    Consolidated Holdings Inc., Mafco Consolidated
                    Group Inc. and MCG Acquisition Inc.
                    (incorporated by reference to Exhibit 6 of
                    Amendment No. 4 to Schedule 13D dated February
                    24, 1997, filed by Mafco Holdings Inc. and
                    Mafco Consolidated Holdings Inc. with respect
                    to Mafco Consolidated Group Inc.).