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<TITLE>Filed by Bowne Pure Compliance</TITLE>
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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>

<P align="center" style="font-size: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934</B>

<P align="center" style="font-size: 10pt"><B>Date of Report (Date of earliest event reported): September 25, 2008</B>

<P align="center">

<P align="center" style="font-size: 24pt"><B>MARVEL ENTERTAINMENT, INC.<BR></B>
<FONT style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>

<TABLE border="0" width="100%" cellspacing="0" cellpadding="0" style="font-size: 10pt; text-align: center">
<TR>
    <TD width="32%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="33%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="32%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD style="border-bottom: 1px solid #000000"><B>Delaware</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>001-13638</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>13-3711775</B></TD>
</TR>
<TR valign="top">
    <TD>(State or other Jurisdiction of Incorporation)</TD>
    <TD>&nbsp;</TD>
    <TD>(Commission File Number)</TD>
    <TD>&nbsp;</TD>
    <TD>(IRS Employer Identification No.)</TD>
</TR>
</TABLE>

<TABLE border="0" width="100%" cellspacing="0" cellpadding="0" style="font-size: 10pt; text-align: center">
<TR>
    <TD width="49%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD style="border-bottom: 1px solid #000000"><B>417 Fifth Avenue, New York, New York <BR></B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>10016</B></TD>
</TR>
<TR valign="top">
    <TD>(Address of Principal Executive Offices)</TD>
    <TD>&nbsp;</TD>
    <TD>(Zip Code)</TD>
</TR>
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<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code: <B>(212) 576-4000</B>


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    <TD nowrap style="border-bottom: 1px solid #000000"><B>&nbsp;</B></TD>
</TR>
<TR>
    <TD nowrap>(Former name or former address if changed since last report.)</TD>
</TR>
</TABLE>

<P align="left" style="font-size: 10pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

<P align="left" style="font-size: 10pt">
<FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P align="left" style="font-size: 10pt">Item&nbsp;1.01 Entry into a Material Definitive Agreement.


<P align="left" style="font-size: 10pt; text-indent: 4%">On September&nbsp;25, 2008, Marvel Entertainment, Inc. and its subsidiaries Marvel Studios, Inc., MVL&nbsp;Productions LLC
and MVL Film Finance LLC amended their agreement with Ambac Assurance Corporation, in its capacity as Control Party,
and HSBC Bank USA, National Association, in its capacities as Collateral Agent and Collection Account Bank, concerning
the $525&nbsp;million film slate credit facility entered into in 2005 by MVL Film Finance LLC (the &#147;Film Facility&#148;). The
amendment is titled &#147;Amendment No.&nbsp;6 to Transaction Documents&#148; and is effective as of September&nbsp;17, 2008.


<P align="left" style="font-size: 10pt; text-indent: 4%"><U>Background</U>. Amendment No.&nbsp;6 was entered into in connection with Marvel&#146;s new distribution agreement with
Paramount Pictures Corporation and Viacom Overseas Holdings C.V. (collectively, &#147;Paramount&#148;). The new Paramount
distribution agreement provides Marvel with improved terms and allows Paramount to distribute additional Marvel films
and to distribute those films in foreign territories previously reserved to Marvel for distribution through local
distributors (Japan, Germany, France, Spain, Australia and New Zealand, collectively, the &#147;Reserved Territories&#148;).
Until Amendment&nbsp;No.&nbsp;6, the Film Facility required Marvel to pre-sell distribution rights in the Reserved Territories.


<P align="left" style="font-size: 10pt; text-indent: 4%"><U>Description of Amendment No.&nbsp;6</U>. Amendment No.&nbsp;6 permits Marvel to enter into the new distribution
agreement with Paramount. Amendment No.&nbsp;6 also provides that Marvel will fund 33% of the budget of each film
distributed under the new distribution agreement. The Film Facility will provide the remaining 67% of the budget for
these films (reduced by the proceeds of any government rebate, subsidy or tax incentive and any other source of
co-financing). After deduction of Paramount&#146;s distribution fees and expenses in the Reserved Territories, Amendment
No.&nbsp;6 provides that Marvel will be entitled to recoup its 33% contribution from all film proceeds in the Reserved
Territories. Marvel&#146;s recoupment will be crossed among all films distributed under the new distribution agreement and
among all Reserved Territories. After recoupment of Marvel&#146;s 33% contribution, all additional film proceeds in the
Reserved Territories will be used to pay down borrowings under the Film Facility. The Film Facility continues to
require that, in order to receive an initial funding for its fifth film and each film thereafter, Marvel obtain 33% of
the cumulative budget of its films in the form of pre-sales of distribution rights in the Reserved Territories,
together with the proceeds of any government rebate, subsidy or tax incentive and any other source of co-financing (the
&#147;Pre-Sale Test&#148;). Marvel&#146;s 33% contribution, which will begin with its third film, will count towards the Pre-Sale
Test. The pre-sales (and government rebates, tax incentives, etc.) for Marvel&#146;s first two films, <I>Iron Man </I>and <I>The
Incredible Hulk</I>, were approximately $17&nbsp;million less, in the aggregate, than the 33% that will be required under the
Pre-Sale Test. Because Marvel will now fund 33% of the budget of its each of its films, when the Pre-Sale test is
first applied (that is, when Marvel requests an initial funding of its fifth film), the shortfall under the Pre-Sale
test will be $17&nbsp;million reduced by the proceeds of any government rebate, subsidy, tax incentive or co-financing
received in respect of Marvel&#146;s third and fourth films. Marvel will have the right to make up any shortfall with its
own funds.


<P align="left" style="font-size: 10pt; text-indent: 4%">The above description of the terms of Amendment No.&nbsp;6 is qualified in its entirety by reference to the full text
of Amendment No.&nbsp;6, which is filed as <U>Exhibit&nbsp;10.1</U> to this Current Report on Form 8-K and is incorporated
herein by reference.

<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt; display: none">2
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<P align="left" style="font-size: 10pt">Item&nbsp;8.01 Other Events.


<P align="left" style="font-size: 10pt; text-indent: 4%">Marvel has received an initial payment of approximately $60&nbsp;million from Paramount Pictures Corporation
attributable to the box office performance of Marvel&#146;s <I>Iron Man </I>feature film. The payment was not offset by any
production or marketing expenses related to the <I>Iron Man </I>DVD release, which are still to be recouped by Paramount.
Marvel will record the payment as $60&nbsp;million in revenue in the quarter ending September&nbsp;30, 2008. The $60&nbsp;million
represents revenue that Marvel expected would be received and recorded in 2009, and was not included in Marvel&#146;s
financial guidance for 2008 provided on August&nbsp;5, 2008. As a result of this earlier-than-expected distribution of
initial box office proceeds, Marvel now expects revenues in its Film Production segment to be $125 &#151; $140&nbsp;million in
2008, compared to its earlier guidance of $65 &#151; $80&nbsp;million. The recording of this revenue in 2008 as opposed to 2009
has no impact on the overall estimated profitability <I>of Iron Man</I>.


<P align="left" style="font-size: 10pt">Item&nbsp;9.01 Financial Statements and Exhibits.


<P align="left" style="font-size: 10pt">(d)&nbsp;Exhibits

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Exhibit No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;6 to Transaction Documents dated as of September
17, 2008 by and among MVL Film Finance LLC, MVL Productions LLC,
Marvel Studios, Inc., Marvel Entertainment, Inc., Ambac Assurance
Corporation, in its capacity as Control Party, and HSBC Bank USA,
National Association, in its capacities as Collateral Agent and
Collection Account Bank.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><B>SIGNATURE</B>



<P align="left" style="font-size: 10pt; text-indent: 8%">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.



<P align="left" style="margin-left:46%; font-size: 10pt"><B>MARVEL ENTERTAINMENT, INC.</B>



<P align="left" style="margin-left:46%; font-size: 10pt">By: <U> /s/ John Turitzin</U> <U> </U><BR>
Name: John Turitzin<BR>
Title: Executive Vice President,<BR>
Office of the Chief Executive<BR>


<P align="left" style="font-size: 10pt">Date: September&nbsp;29, 2008

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt; display: none">3
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<P align="center" style="font-size: 10pt">EXHIBIT INDEX


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Exhibit No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment No.&nbsp;6 to Transaction Documents dated as of September
17, 2008 by and among MVL Film Finance LLC, MVL Productions LLC,
Marvel Studios, Inc., Marvel Entertainment, Inc., Ambac Assurance
Corporation, in its capacity as Control Party, and HSBC Bank USA,
National Association, in its capacities as Collateral Agent and
Collection Account Bank.</TD>
</TR>
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<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt; display: none">4




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{"company-data": {"conformed-name": "Marvel Entertainment, Inc.", "cik": "0000933730", "assigned-sic": "6794", "irs-number": "133711775", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13638", "film-number": "081093391"}, "business-address": {"street1": "417 5TH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10016", "phone": "2125768530"}, "mail-address": {"street1": "417 5TH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10016"}, "former-company": [{"former-conformed-name": "MARVEL ENTERPRISES INC", "date-changed": "19981005"}, {"former-conformed-name": "TOY BIZ INC", "date-changed": "19941213"}]}
Filed by Bowne Pure Compliance
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): September 25, 2008
MARVEL ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-13638
13-3711775
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
417 Fifth Avenue, New York, New York
10016
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(212) 576-4000
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 25, 2008, Marvel Entertainment, Inc. and its subsidiaries Marvel Studios, Inc., MVL Productions LLC
and MVL Film Finance LLC amended their agreement with Ambac Assurance Corporation, in its capacity as Control Party,
and HSBC Bank USA, National Association, in its capacities as Collateral Agent and Collection Account Bank, concerning
the $525 million film slate credit facility entered into in 2005 by MVL Film Finance LLC (the "Film Facility"). The
amendment is titled "Amendment No. 6 to Transaction Documents" and is effective as of September 17, 2008.
Background
. Amendment No. 6 was entered into in connection with Marvel's new distribution agreement with
Paramount Pictures Corporation and Viacom Overseas Holdings C.V. (collectively, "Paramount"). The new Paramount
distribution agreement provides Marvel with improved terms and allows Paramount to distribute additional Marvel films
and to distribute those films in foreign territories previously reserved to Marvel for distribution through local
distributors (Japan, Germany, France, Spain, Australia and New Zealand, collectively, the "Reserved Territories").
Until Amendment No. 6, the Film Facility required Marvel to pre-sell distribution rights in the Reserved Territories.
Description of Amendment No. 6
. Amendment No. 6 permits Marvel to enter into the new distribution
agreement with Paramount. Amendment No. 6 also provides that Marvel will fund 33% of the budget of each film
distributed under the new distribution agreement. The Film Facility will provide the remaining 67% of the budget for
these films (reduced by the proceeds of any government rebate, subsidy or tax incentive and any other source of
co-financing). After deduction of Paramount's distribution fees and expenses in the Reserved Territories, Amendment
No. 6 provides that Marvel will be entitled to recoup its 33% contribution from all film proceeds in the Reserved
Territories. Marvel's recoupment will be crossed among all films distributed under the new distribution agreement and
among all Reserved Territories. After recoupment of Marvel's 33% contribution, all additional film proceeds in the
Reserved Territories will be used to pay down borrowings under the Film Facility. The Film Facility continues to
require that, in order to receive an initial funding for its fifth film and each film thereafter, Marvel obtain 33% of
the cumulative budget of its films in the form of pre-sales of distribution rights in the Reserved Territories,
together with the proceeds of any government rebate, subsidy or tax incentive and any other source of co-financing (the
"Pre-Sale Test"). Marvel's 33% contribution, which will begin with its third film, will count towards the Pre-Sale
Test. The pre-sales (and government rebates, tax incentives, etc.) for Marvel's first two films,
Iron Man
and
The
Incredible Hulk
, were approximately $17 million less, in the aggregate, than the 33% that will be required under the
Pre-Sale Test. Because Marvel will now fund 33% of the budget of its each of its films, when the Pre-Sale test is
first applied (that is, when Marvel requests an initial funding of its fifth film), the shortfall under the Pre-Sale
test will be $17 million reduced by the proceeds of any government rebate, subsidy, tax incentive or co-financing
received in respect of Marvel's third and fourth films. Marvel will have the right to make up any shortfall with its
own funds.
The above description of the terms of Amendment No. 6 is qualified in its entirety by reference to the full text
of Amendment No. 6, which is filed as
Exhibit 10.1
to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 8.01 Other Events.
Marvel has received an initial payment of approximately $60 million from Paramount Pictures Corporation
attributable to the box office performance of Marvel's
Iron Man
feature film. The payment was not offset by any
production or marketing expenses related to the
Iron Man
DVD release, which are still to be recouped by Paramount.
Marvel will record the payment as $60 million in revenue in the quarter ending September 30, 2008. The $60 million
represents revenue that Marvel expected would be received and recorded in 2009, and was not included in Marvel's
financial guidance for 2008 provided on August 5, 2008. As a result of this earlier-than-expected distribution of
initial box office proceeds, Marvel now expects revenues in its Film Production segment to be $125 — $140 million in
2008, compared to its earlier guidance of $65 — $80 million. The recording of this revenue in 2008 as opposed to 2009
has no impact on the overall estimated profitability
of Iron Man
.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Amendment No. 6 to Transaction Documents dated as of September
17, 2008 by and among MVL Film Finance LLC, MVL Productions LLC,
Marvel Studios, Inc., Marvel Entertainment, Inc., Ambac Assurance
Corporation, in its capacity as Control Party, and HSBC Bank USA,
National Association, in its capacities as Collateral Agent and
Collection Account Bank.
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.
MARVEL ENTERTAINMENT, INC.
By:
/s/ John Turitzin
Name: John Turitzin
Title: Executive Vice President,
Office of the Chief Executive
Date: September 29, 2008
EXHIBIT INDEX
Exhibit No.
Description
10.1
Amendment No. 6 to Transaction Documents dated as of September
17, 2008 by and among MVL Film Finance LLC, MVL Productions LLC,
Marvel Studios, Inc., Marvel Entertainment, Inc., Ambac Assurance
Corporation, in its capacity as Control Party, and HSBC Bank USA,
National Association, in its capacities as Collateral Agent and
Collection Account Bank.