SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  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):  April 26, 1995 

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

          DELAWARE                  0-9008               95-2683875
    (State or other jurisdiction (Commission      (IRS employer    
          of incorporation)      File Number)   identification no.)

            
               3200 WINDY HILL ROAD, SUITE 1100-WEST, MARIETTA, GA 30067 
            (Address of principal executive offices)          (Zip Code) 

                                (404) 955-0045
             (Registrant's telephone number, including area code)


     ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

               On March 15, 1995, pursuant to (i) an Agreement and
     Plan of Merger, dated as of March 8, 1995 (the "Merger
     Agreement"), by and among SkyBox International Inc., a Delaware
     corporation ("SkyBox"), Marvel Entertainment Group, Inc., a
     Delaware corporation ("Marvel") and an indirect subsidiary of
     Andrews Group Incorporated, a Delaware corporation and an
     indirect subsidiary of Mafco Holdings Inc., and Marvel
     Acquisition Corp., a Delaware corporation and an indirect wholly
     owned subsidiary of Marvel ("Marvel Acquisition") and (ii) the
     Assignment (as defined below), Fleer Acquisition Corp., a
     Delaware corporation and an indirect wholly owned subsidiary of
     Marvel (the "Purchaser"), commenced a tender offer for all
     outstanding shares of common stock, par value $.01 per share (the
     "Shares"), of SkyBox, at a price of $16.00 per Share, net to the
     Seller in cash (the "Offer"). The price of $16.00 per Share was
     arrived at pursuant to arms' length negotiations between Marvel
     and SkyBox.  Marvel Acquisition's right, title and interest in,
     as well as its obligations and duties under, the Merger Agreement
     were assigned and transferred by Marvel Acquisition and assumed
     by the Purchaser pursuant to an Assignment, dated as of March 14,
     1995 (the "Assignment"), between Marvel Acquisition and the
     Purchaser.

                The Offer expired at 5:00 P.M., New York City time, on
     April 25, 1995.  In the Offer, the Purchaser purchased 8,216,887
     Shares (which amount does not include 2,420 Shares tendered
     subject to guarantees of delivery (the "Guaranteed Shares")),
     which constituted approximately 98.7% of the outstanding Shares. 
     The aggregate purchase price for the Shares (excluding the
     Guaranteed Shares) pursuant to the Offer was $131,470,192.  After
     consummation of the Offer, the Purchaser merged (the "Merger")
     with and into SkyBox, with SkyBox being the surviving corporation
     and thereby becoming an indirect wholly owned subsidiary of
     Marvel.  The Merger became effective on May 1, 1995. Upon the
     consummation of the Merger, Marvel (i) paid an additional
     $13,228,042 to SkyBox as consideration for the cancellation of
     certain options to purchase and rights to receive shares of
     common stock of SkyBox and (ii) paid approximately $6,000,000 to
     SkyBox, which amount was used by SkyBox to repay all outstanding
     indebtedness under the Loan and Security Agreement dated January
     18, 1995, between Congress Financial Corporation (Southern) and
     SkyBox, approximately $4,000,000 of which was borrowed by SkyBox
     to redeem its outstanding preferred stock prior to the expiration
     of the Offer.

               Prior to the consummation of the Offer, Marvel, Fleer
     Corp., a Delaware corporation and a direct wholly owned
     subsidiary of Marvel ("Fleer"), Chemical Bank, as Administrative
     Agent, and the financial institutions parties thereto entered
     into a Credit and Guarantee Agreement, dated as of April 24, 1995
     (the "Credit Agreement"), which provides for a $350,000,000
     unsecured term loan facility (the "Bank Facility").

               On April 26, 1995, Fleer borrowed $350,000,000 under
     the Credit Agreement primarily to finance the acquisition of
     SkyBox, to refinance the prepayment of the term loan portion of
     the indebtedness under the Existing Credit Agreement (as
     defined below) and for general corporate purposes.

               The loans under the Bank Facility, which matures on
     February 28, 2002, are repayable in six semi-annual installments
     commencing on August 31, 1999. Under certain circumstances,
     mandatory prepayments will be required to be made out of the net
     proceeds from certain asset sales, incurrences of additional
     indebtedness or issuances of equity securities by Marvel or its
     subsidiaries.

                Loans under the Bank Facility bear interest, at
     Fleer's option, at (i) the Alternate Base Rate (as defined in the
     Credit Agreement and approximately 9% per annum as of May 2,
     1995) plus the Applicable Margin (as defined below) or (ii) the
     Eurodollar Rate (as defined in the Credit Agreement and
     approximately 6-1/16% to 6-3/8% as of May 2, 1995, depending on
     the length of the relevant interest period) plus the Applicable
     Margin. Until the first anniversary of the closing under the
     Credit Agreement (i) the Applicable Margin for Alternate Base
     Rate loans will not be less than 1% per annum and thereafter will
     range from a minimum of 0.125% to a maximum of 1.50%, depending
     on Marvel's Leverage Ratio (as defined in the Credit Agreement)
     and (ii) the Applicable Margin for Eurodollar Rate loans will not
     be less than 2.0% per annum and thereafter will range from a
     minimum of 1.125% to a maximum of 2.50%, depending on Marvel's
     Leverage Ratio.  Interest on Alternate Base Rate Loans will be
     paid quarterly in arrears and interest on Eurodollar Rate Loans
     will be payable at the end of the applicable interest period,
     except that if the interest period is six months, interest will
     be payable ninety days after the commencement of the interest
     period and at the end of the interest period.  Overdue amounts
     representing principal under the Credit Agreement will bear
     interest at a rate equal to the applicable interest rate plus 2%. 
     Any other overdue amounts will bear interest at the Alternate
     Base Rate plus 3-1/2%.

               The obligations of Fleer under the Credit Agreement are
     not secured, but Marvel and the Purchaser have guaranteed Fleer's
     obligations thereunder.

               The Credit Agreement includes various restrictive
     covenants and financial covenants incorporated by reference to
     the Amended and Restated Credit and Guarantee Agreement dated as
     of August 30, 1994, by and among Marvel, Fleer, Chemical Bank, as
     Administrative Agent, and the financial institutions parties
     thereto (as amended, the "Existing Credit Agreement"), as amended
     by the First Amendment, dated as of November 22, 1994 (the "First
     Amendment") and the Second Amendment, dated as of April 24, 1995
     (the "Second Amendment").  Such restrictive covenants prohibit
     Marvel and its subsidiaries from, among other things, incurring
     additional indebtedness and making dividend, redemption and
     certain other payments on its capital stock, with certain limited
     exceptions to all of the above prohibitions.  The Credit
     Agreement also contains certain customary events of default for
     an unsecured term loan facility of this type.

               In connection with the Credit Agreement, the Company
     also entered into the Second Amendment to the Existing Credit
     Agreement which, among other things, permitted Marvel to incur
     the indebtedness under the Bank Facility. Pursuant to the Second
     Amendment, the Applicable Margin under the Existing Credit
     Agreement for the Alternate Base Rate loans will range from a
     minimum of 0% to 1% and for the Eurodollar Rate loans will range
     from a minimum of 0.625% to 2%, in each case depending on
     Marvel's Leverage Ratio (as defined in the Existing Credit
     Agreement).

              The foregoing description of the terms and provisions
     of the Credit Agreement is qualified in its entirety by reference
     to the text of the Credit Agreement (a copy of which is filed as
     Exhibit 10.3 hereto) and the Existing Credit Agreement (a copy of
     which is filed as Exhibit 10.2 hereto), as amended by the First
     Amendment  (a copy of which is filed as Exhibit 10.4 hereto) and
     the Second Amendment (a copy of which is filed as Exhibit 10.5
     hereto).

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

               (a)  Financial Statements of Businesses Acquired. 

               The following financial statements of SkyBox are set
     forth in Annex A to the Form 8-K of Marvel filed May 11, 1995
     and incorporated herein by reference.

                    SkyBox International Inc.:

                    Report of Independent Accountants
                    Balance Sheets as of December 31, 1994 and 1993
                    Statements of Operations for the years ended
                       December 31, 1994, 1993 and 1992
                    Statements of Stockholders' Equity (Deficit) for the years
                       ended December 31, 1994, 1993 and 1992
                    Statements of Cash Flows for the years ended
                       December 31, 1994, 1993 and 1992
                    Notes to the Financial Statements

               (b)  Pro Forma Financial Information.  Marvel has
     determined that it is impracticable to provide the required pro
     forma financial information required to be reported in this
     Current Report on Form 8-K.  Marvel will file the required pro
     forma financial information under cover of an amendment to this
     Form 8-K as soon as practicable but in no event later than July
     10, 1995.

               (c)  Exhibits.  

               2.1  Agreement and Plan of Merger, dated as of March 8,
                    1995, by and among SkyBox International Inc.,
                    Marvel and Marvel Acquisition Corp.  Incorporated
                    by reference to Exhibit (c)(1) to Marvel's Tender
                    Offer Statement on Schedule 14D-1 dated March 15,
                    1995 (as subsequently amended, the "Schedule 14D-
                    1").

               10.1 Assignment, dated as of March 14, 1995, by and
                    between Fleer Acquisition Corp. and Marvel
                    Acquisition Corp.  Incorporated by reference to
                    Exhibit (c)(5) to the Schedule 14D-1.

               10.2 Amended and Restated Credit and Guarantee
                    Agreement dated as of August 30, 1994, by and
                    among Marvel, Fleer Corp., Chemical Bank, as
                    Administrative Agent, and the financial
                    institutions parties thereto.  Incorporated by
                    reference to Exhibit 10.49 to Marvel's Current
                    Report on Form 8-K, dated September 15, 1994.


               10.3 Credit and Guarantee Agreement, dated as of April
                    24, 1995, by and among Marvel, Fleer Corp.,
                    Chemical Bank, as Administrative Agent, and the
                    financial institutions parties thereto. 
                    Incorporated by reference to Exhibit (b)(3) to the
                    Final Amendment to Schedule 14D-1.

               10.4 First Amendment, dated as of November 22, 1994, to
                    the Amended and Restated Credit and Guarantee
                    Agreement by and among Marvel, Fleer Corp.,
                    Chemical Bank, as Administrative Agent, and the
                    financial institutions parties thereto.

               10.5 Second Amendment, dated as of April 24, 1995, to
                    the Amended and Restated Credit and Guarantee
                    Agreement by and among Marvel, Fleer Corp.,
                    Chemical Bank, as Administrative Agent, and the
                    financial institutions parties thereto.  

               20.1 Offer to Purchase of Fleer Acquisition Corp. dated
                    March 15, 1995.  Incorporated by reference to
                    Exhibit (a)(1) to the Schedule 14D-1.

               99.1 Annex A to Current Report on Form 8-K of Marvel 
                    Entertainment Group, Inc., filed on May 11, 1995
                    and incorporated herein by reference.

     SIGNATURE

     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.

     Date:  May 11, 1995

                                   ANDREWS GROUP INCORPORATED
                                               (Registrant)

                                   By:          /s/ Laurence Winoker   
                         
                                                 Name:      Laurence Winoker
                                                 Title:     Vice
                                                            President
                                                            and
                                                            Controller
                                             (Principal Accounting Officer)


                               EXHIBIT INDEX

     Exhibit                                                  Page No.

     2.1       Agreement and Plan of Merger, dated as
               of March 8, 1995, by and among SkyBox
               International Inc., Marvel and Marvel
               Acquisition Corp. Incorporated by
               reference to Exhibit (c)(1) to Marvel's
               Tender Offer Statement on Schedule 14D-1
               dated March 15, 1995 (as subsequently
               amended, (the "Schedule 14D-1")).

     10.1      Assignment, dated as of March 14, 1995,
               by and between Fleer Acquisition Corp.
               and Marvel Acquisition Corp.
               Incorporated by reference to Exhibit
               (c)(5) to the Schedule 14D-1.

     10.2      Amended and Restated Credit and
               Guarantee Agreement dated as of August
               30, 1994, by and among Marvel, Fleer
               Corp., Chemical Bank, as Administrative
               Agent, and the financial institutions
               parties thereto.  Incorporated by
               reference to Exhibit 10.49 to Marvel's
               Current Report on Form 8-K, dated
               September 15, 1994.

     10.3      Credit and Guarantee Agreement, dated as
               of April 24, 1995, by and among Marvel,
               Fleer Corp., Chemical Bank, as
               Administrative Agent, and the financial
               institutions parties thereto. 
               Incorporated by reference to Exhibit
               (b)(3) to the Final Amendment to
               Schedule 14D-1.

     10.4      First Amendment, dated as of November 22,
               1994, to the Amended and Restated Credit and
               Guarantee Agreement by and among Marvel,
               Fleer Corp., Chemical Bank, as Administrative
               Agent, and the financial institutions parties
               thereto. 

     10.5      Second Amendment, dated as of April 24, 1995,
               to the Amended and Restated Credit and
               Guarantee Agreement by and among Marvel,
               Fleer Corp., Chemical Bank, as Administrative
               Agent, and the financial institutions parties
               thereto. 

     20.1      Offer to Purchase of Fleer Acquisition
               Corp. dated March 15, 1995. 
               Incorporated by reference to Exhibit
               (a)(1) to the Schedule 14D-1.


    99.1       Annex A to Current Report on Form 8-K of Marvel 
               Entertainment Group, Inc., filed on May 11, 1995
               and incorporated herein by reference.
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SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  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):  April 26, 1995 

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

          DELAWARE                  0-9008               95-2683875
    (State or other jurisdiction (Commission      (IRS employer    
          of incorporation)      File Number)   identification no.)

            
               3200 WINDY HILL ROAD, SUITE 1100-WEST, MARIETTA, GA 30067 
            (Address of principal executive offices)          (Zip Code) 

                                (404) 955-0045
             (Registrant's telephone number, including area code)

     ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

               On March 15, 1995, pursuant to (i) an Agreement and
     Plan of Merger, dated as of March 8, 1995 (the "Merger
     Agreement"), by and among SkyBox International Inc., a Delaware
     corporation ("SkyBox"), Marvel Entertainment Group, Inc., a
     Delaware corporation ("Marvel") and an indirect subsidiary of
     Andrews Group Incorporated, a Delaware corporation and an
     indirect subsidiary of Mafco Holdings Inc., and Marvel
     Acquisition Corp., a Delaware corporation and an indirect wholly
     owned subsidiary of Marvel ("Marvel Acquisition") and (ii) the
     Assignment (as defined below), Fleer Acquisition Corp., a
     Delaware corporation and an indirect wholly owned subsidiary of
     Marvel (the "Purchaser"), commenced a tender offer for all
     outstanding shares of common stock, par value $.01 per share (the
     "Shares"), of SkyBox, at a price of $16.00 per Share, net to the
     Seller in cash (the "Offer"). The price of $16.00 per Share was
     arrived at pursuant to arms' length negotiations between Marvel
     and SkyBox.  Marvel Acquisition's right, title and interest in,
     as well as its obligations and duties under, the Merger Agreement
     were assigned and transferred by Marvel Acquisition and assumed
     by the Purchaser pursuant to an Assignment, dated as of March 14,
     1995 (the "Assignment"), between Marvel Acquisition and the
     Purchaser.

                The Offer expired at 5:00 P.M., New York City time, on
     April 25, 1995.  In the Offer, the Purchaser purchased 8,216,887
     Shares (which amount does not include 2,420 Shares tendered
     subject to guarantees of delivery (the "Guaranteed Shares")),
     which constituted approximately 98.7% of the outstanding Shares. 
     The aggregate purchase price for the Shares (excluding the
     Guaranteed Shares) pursuant to the Offer was $131,470,192.  After
     consummation of the Offer, the Purchaser merged (the "Merger")
     with and into SkyBox, with SkyBox being the surviving corporation
     and thereby becoming an indirect wholly owned subsidiary of
     Marvel.  The Merger became effective on May 1, 1995. Upon the
     consummation of the Merger, Marvel (i) paid an additional
     $13,228,042 to SkyBox as consideration for the cancellation of
     certain options to purchase and rights to receive shares of
     common stock of SkyBox and (ii) paid approximately $6,000,000 to
     SkyBox, which amount was used by SkyBox to repay all outstanding
     indebtedness under the Loan and Security Agreement dated January
     18, 1995, between Congress Financial Corporation (Southern) and
     SkyBox, approximately $4,000,000 of which was borrowed by SkyBox
     to redeem its outstanding preferred stock prior to the expiration
     of the Offer.

               Prior to the consummation of the Offer, Marvel, Fleer
     Corp., a Delaware corporation and a direct wholly owned
     subsidiary of Marvel ("Fleer"), Chemical Bank, as Administrative
     Agent, and the financial institutions parties thereto entered
     into a Credit and Guarantee Agreement, dated as of April 24, 1995
     (the "Credit Agreement"), which provides for a $350,000,000
     unsecured term loan facility (the "Bank Facility").

               On April 26, 1995, Fleer borrowed $350,000,000 under
     the Credit Agreement primarily to finance the acquisition of
     SkyBox, to refinance the prepayment of the term loan portion of
     the indebtedness under the Existing Credit Agreement (as
     defined below) and for general corporate purposes.

               The loans under the Bank Facility, which matures on
     February 28, 2002, are repayable in six semi-annual installments
     commencing on August 31, 1999. Under certain circumstances,
     mandatory prepayments will be required to be made out of the net
     proceeds from certain asset sales, incurrences of additional
     indebtedness or issuances of equity securities by Marvel or its
     subsidiaries.

                Loans under the Bank Facility bear interest, at
     Fleer's option, at (i) the Alternate Base Rate (as defined in the
     Credit Agreement and approximately 9% per annum as of May 2,
     1995) plus the Applicable Margin (as defined below) or (ii) the
     Eurodollar Rate (as defined in the Credit Agreement and
     approximately 6-1/16% to 6-3/8% as of May 2, 1995, depending on
     the length of the relevant interest period) plus the Applicable
     Margin. Until the first anniversary of the closing under the
     Credit Agreement (i) the Applicable Margin for Alternate Base
     Rate loans will not be less than 1% per annum and thereafter will
     range from a minimum of 0.125% to a maximum of 1.50%, depending
     on Marvel's Leverage Ratio (as defined in the Credit Agreement)
     and (ii) the Applicable Margin for Eurodollar Rate loans will not
     be less than 2.0% per annum and thereafter will range from a
     minimum of 1.125% to a maximum of 2.50%, depending on Marvel's
     Leverage Ratio.  Interest on Alternate Base Rate Loans will be
     paid quarterly in arrears and interest on Eurodollar Rate Loans
     will be payable at the end of the applicable interest period,
     except that if the interest period is six months, interest will
     be payable ninety days after the commencement of the interest
     period and at the end of the interest period.  Overdue amounts
     representing principal under the Credit Agreement will bear
     interest at a rate equal to the applicable interest rate plus 2%. 
     Any other overdue amounts will bear interest at the Alternate
     Base Rate plus 3-1/2%.

               The obligations of Fleer under the Credit Agreement are
     not secured, but Marvel and the Purchaser have guaranteed Fleer's
     obligations thereunder.

               The Credit Agreement includes various restrictive
     covenants and financial covenants incorporated by reference to
     the Amended and Restated Credit and Guarantee Agreement dated as
     of August 30, 1994, by and among Marvel, Fleer, Chemical Bank, as
     Administrative Agent, and the financial institutions parties
     thereto (as amended, the "Existing Credit Agreement"), as amended
     by the First Amendment, dated as of November 22, 1994 (the "First
     Amendment") and the Second Amendment, dated as of April 24, 1995
     (the "Second Amendment").  Such restrictive covenants prohibit
     Marvel and its subsidiaries from, among other things, incurring
     additional indebtedness and making dividend, redemption and
     certain other payments on its capital stock, with certain limited
     exceptions to all of the above prohibitions.  The Credit
     Agreement also contains certain customary events of default for
     an unsecured term loan facility of this type.

               In connection with the Credit Agreement, the Company
     also entered into the Second Amendment to the Existing Credit
     Agreement which, among other things, permitted Marvel to incur
     the indebtedness under the Bank Facility. Pursuant to the Second
     Amendment, the Applicable Margin under the Existing Credit
     Agreement for the Alternate Base Rate loans will range from a
     minimum of 0% to 1% and for the Eurodollar Rate loans will range
     from a minimum of 0.625% to 2%, in each case depending on
     Marvel's Leverage Ratio (as defined in the Existing Credit
     Agreement).

              The foregoing description of the terms and provisions
     of the Credit Agreement is qualified in its entirety by reference
     to the text of the Credit Agreement (a copy of which is filed as
     Exhibit 10.3 hereto) and the Existing Credit Agreement (a copy of
     which is filed as Exhibit 10.2 hereto), as amended by the First
     Amendment  (a copy of which is filed as Exhibit 10.4 hereto) and
     the Second Amendment (a copy of which is filed as Exhibit 10.5
     hereto).

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

               (a)  Financial Statements of Businesses Acquired. 

               The following financial statements of SkyBox are set
     forth in Annex A to the Form 8-K of Marvel filed May 11, 1995
     and incorporated herein by reference.

                    SkyBox International Inc.:

                    Report of Independent Accountants
                    Balance Sheets as of December 31, 1994 and 1993
                    Statements of Operations for the years ended
                       December 31, 1994, 1993 and 1992
                    Statements of Stockholders' Equity (Deficit) for the years
                       ended December 31, 1994, 1993 and 1992
                    Statements of Cash Flows for the years ended
                       December 31, 1994, 1993 and 1992
                    Notes to the Financial Statements

               (b)  Pro Forma Financial Information.  Marvel has
     determined that it is impracticable to provide the required pro
     forma financial information required to be reported in this
     Current Report on Form 8-K.  Marvel will file the required pro
     forma financial information under cover of an amendment to this
     Form 8-K as soon as practicable but in no event later than July
     10, 1995.

               (c)  Exhibits.  

               2.1  Agreement and Plan of Merger, dated as of March 8,
                    1995, by and among SkyBox International Inc.,
                    Marvel and Marvel Acquisition Corp.  Incorporated
                    by reference to Exhibit (c)(1) to Marvel's Tender
                    Offer Statement on Schedule 14D-1 dated March 15,
                    1995 (as subsequently amended, the "Schedule 14D-
                    1").

               10.1 Assignment, dated as of March 14, 1995, by and
                    between Fleer Acquisition Corp. and Marvel
                    Acquisition Corp.  Incorporated by reference to
                    Exhibit (c)(5) to the Schedule 14D-1.

               10.2 Amended and Restated Credit and Guarantee
                    Agreement dated as of August 30, 1994, by and
                    among Marvel, Fleer Corp., Chemical Bank, as
                    Administrative Agent, and the financial
                    institutions parties thereto.  Incorporated by
                    reference to Exhibit 10.49 to Marvel's Current
                    Report on Form 8-K, dated September 15, 1994.

               10.3 Credit and Guarantee Agreement, dated as of April
                    24, 1995, by and among Marvel, Fleer Corp.,
                    Chemical Bank, as Administrative Agent, and the
                    financial institutions parties thereto. 
                    Incorporated by reference to Exhibit (b)(3) to the
                    Final Amendment to Schedule 14D-1.

               10.4 First Amendment, dated as of November 22, 1994, to
                    the Amended and Restated Credit and Guarantee
                    Agreement by and among Marvel, Fleer Corp.,
                    Chemical Bank, as Administrative Agent, and the
                    financial institutions parties thereto.

               10.5 Second Amendment, dated as of April 24, 1995, to
                    the Amended and Restated Credit and Guarantee
                    Agreement by and among Marvel, Fleer Corp.,
                    Chemical Bank, as Administrative Agent, and the
                    financial institutions parties thereto.  

               20.1 Offer to Purchase of Fleer Acquisition Corp. dated
                    March 15, 1995.  Incorporated by reference to
                    Exhibit (a)(1) to the Schedule 14D-1.

               99.1 Annex A to Current Report on Form 8-K of Marvel 
                    Entertainment Group, Inc., filed on May 11, 1995
                    and incorporated herein by reference.

     SIGNATURE

     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.

     Date:  May 11, 1995

                                   ANDREWS GROUP INCORPORATED
                                               (Registrant)

                                   By:          /s/ Laurence Winoker   
                         
                                                 Name:      Laurence Winoker
                                                 Title:     Vice
                                                            President
                                                            and
                                                            Controller
                                             (Principal Accounting Officer)

                               EXHIBIT INDEX

     Exhibit                                                  Page No.

     2.1       Agreement and Plan of Merger, dated as
               of March 8, 1995, by and among SkyBox
               International Inc., Marvel and Marvel
               Acquisition Corp. Incorporated by
               reference to Exhibit (c)(1) to Marvel's
               Tender Offer Statement on Schedule 14D-1
               dated March 15, 1995 (as subsequently
               amended, (the "Schedule 14D-1")).

     10.1      Assignment, dated as of March 14, 1995,
               by and between Fleer Acquisition Corp.
               and Marvel Acquisition Corp.
               Incorporated by reference to Exhibit
               (c)(5) to the Schedule 14D-1.

     10.2      Amended and Restated Credit and
               Guarantee Agreement dated as of August
               30, 1994, by and among Marvel, Fleer
               Corp., Chemical Bank, as Administrative
               Agent, and the financial institutions
               parties thereto.  Incorporated by
               reference to Exhibit 10.49 to Marvel's
               Current Report on Form 8-K, dated
               September 15, 1994.

     10.3      Credit and Guarantee Agreement, dated as
               of April 24, 1995, by and among Marvel,
               Fleer Corp., Chemical Bank, as
               Administrative Agent, and the financial
               institutions parties thereto. 
               Incorporated by reference to Exhibit
               (b)(3) to the Final Amendment to
               Schedule 14D-1.

     10.4      First Amendment, dated as of November 22,
               1994, to the Amended and Restated Credit and
               Guarantee Agreement by and among Marvel,
               Fleer Corp., Chemical Bank, as Administrative
               Agent, and the financial institutions parties
               thereto. 

     10.5      Second Amendment, dated as of April 24, 1995,
               to the Amended and Restated Credit and
               Guarantee Agreement by and among Marvel,
               Fleer Corp., Chemical Bank, as Administrative
               Agent, and the financial institutions parties
               thereto. 

     20.1      Offer to Purchase of Fleer Acquisition
               Corp. dated March 15, 1995. 
               Incorporated by reference to Exhibit
               (a)(1) to the Schedule 14D-1.

    99.1       Annex A to Current Report on Form 8-K of Marvel 
               Entertainment Group, Inc., filed on May 11, 1995
               and incorporated herein by reference.