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): November 20, 1996

                            MARVEL HOLDINGS INC.
             (Exact name of registrant as specified in charter)


       Delaware                    33-62366            13-3709544
(State or other jurisdiction      (Commission        (IRS employer
   of incorporation              File Number)        identification no.)


     5900 North Andrews Avenue, Ft. Lauderdale, Florida           33309
        (Address of principal executive offices)                (Zip Code)


                               (305) 772-3409
            (Registrant's telephone number, including area code)


                         FORWARD-LOOKING STATEMENTS

         Statements in this report on Form 8-K such as "intend",
"estimated", "believe", "expect", "anticipate" and similar expressions
which are not historical are forward-looking statements that involve risks
and uncertainties. Such statements include, without limitation, the
expectation of Marvel Entertainment Group, Inc. (the "Company") as to
financial performance for the remainder of 1996 and for 1997. In addition
to factors that may be described in the Company's Securities and Exchange
Commission filings, including this filing, the following factors, among
others, could cause the Company's financial performance to differ
materially from that expressed in any forward-looking statements made by,
or on behalf of, the Company: (i) continued weakness in the comic book
market which cannot be overcome by the Company's new editorial and
production initiatives in comic publishing; (ii) continued general weakness
in the trading card market; (iii) the failure of fan interest in baseball
to return to traditional levels that existed prior to the 1994 baseball
strike and the potential for decreased fan interest due to a possible
disruption of play in 1997 as a result of the failure of the owners and
players to agree on a collective bargaining agreement, thereby negatively
impacting the Company's baseball card business; (iv) the effectiveness of 
the Company's changes to its trading card and publishing distribution; 
(v) a decrease in the level of media exposure or popularity of the Company's 
characters resulting in declining revenues based on such characters; (vi) 
the lack of continued commercial success of properties owned by major 
licensors which have granted the Company licenses for its sports and 
entertainment trading card and sticker businesses; (vii) unanticipated costs 
or delays in completing projects associated with the Company's new ventures 
including media, interactive software and on-line services and theme 
restaurants; (viii) consumer acceptance of new product introductions, 
including those for toys; (ix) imposition of tariffs or import quotas on 
toys manufactured in China as a result of a deterioration in trade relations 
between the U.S. and China; and (x) the outcome of the Company's discussions 
for the restructuring of the Company's credit agreements and related 
anticipated transactions.


Item 5.  Other Events

On November 20, 1996, the registrant provided the information attached as
Exhibit 99.1 hereto to holders of its 11 1/4% Series B Senior Secured Discount
Notes due 1998 at meeting of noteholders in New York City.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)   Exhibits

Exhibit 99.1 Information provided to bondholders.


                                 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:  November 20, 1996


                                        MARVEL HOLDINGS INC.
                                             (Registrant)


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



                               EXHIBIT INDEX

Exhibit

99.1  Information provided to bondholders



EXHIBIT 99.1  Information provided to bondholders
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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): November 20, 1996

                            MARVEL HOLDINGS INC.
             (Exact name of registrant as specified in charter)

       Delaware                    33-62366            13-3709544
(State or other jurisdiction      (Commission        (IRS employer
   of incorporation              File Number)        identification no.)

     5900 North Andrews Avenue, Ft. Lauderdale, Florida           33309
        (Address of principal executive offices)                (Zip Code)

                               (305) 772-3409
            (Registrant's telephone number, including area code)

                         FORWARD-LOOKING STATEMENTS

         Statements in this report on Form 8-K such as "intend",
"estimated", "believe", "expect", "anticipate" and similar expressions
which are not historical are forward-looking statements that involve risks
and uncertainties. Such statements include, without limitation, the
expectation of Marvel Entertainment Group, Inc. (the "Company") as to
financial performance for the remainder of 1996 and for 1997. In addition
to factors that may be described in the Company's Securities and Exchange
Commission filings, including this filing, the following factors, among
others, could cause the Company's financial performance to differ
materially from that expressed in any forward-looking statements made by,
or on behalf of, the Company: (i) continued weakness in the comic book
market which cannot be overcome by the Company's new editorial and
production initiatives in comic publishing; (ii) continued general weakness
in the trading card market; (iii) the failure of fan interest in baseball
to return to traditional levels that existed prior to the 1994 baseball
strike and the potential for decreased fan interest due to a possible
disruption of play in 1997 as a result of the failure of the owners and
players to agree on a collective bargaining agreement, thereby negatively
impacting the Company's baseball card business; (iv) the effectiveness of 
the Company's changes to its trading card and publishing distribution; 
(v) a decrease in the level of media exposure or popularity of the Company's 
characters resulting in declining revenues based on such characters; (vi) 
the lack of continued commercial success of properties owned by major 
licensors which have granted the Company licenses for its sports and 
entertainment trading card and sticker businesses; (vii) unanticipated costs 
or delays in completing projects associated with the Company's new ventures 
including media, interactive software and on-line services and theme 
restaurants; (viii) consumer acceptance of new product introductions, 
including those for toys; (ix) imposition of tariffs or import quotas on 
toys manufactured in China as a result of a deterioration in trade relations 
between the U.S. and China; and (x) the outcome of the Company's discussions 
for the restructuring of the Company's credit agreements and related 
anticipated transactions.

Item 5.  Other Events

On November 20, 1996, the registrant provided the information attached as
Exhibit 99.1 hereto to holders of its 11 1/4% Series B Senior Secured Discount
Notes due 1998 at meeting of noteholders in New York City.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)   Exhibits

Exhibit 99.1 Information provided to bondholders.

                                 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:  November 20, 1996

                                        MARVEL HOLDINGS INC.
                                             (Registrant)

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

                               EXHIBIT INDEX

Exhibit

99.1  Information provided to bondholders

EXHIBIT 99.1  Information provided to bondholders