SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)
Under the Securities Exchange Act of 1934
MARVEL ENTERTAINMENT GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class and Securities)
573913 10 0
(CUSIP Number of Class of Securities)
Barry F. Schwartz
MacAndrews & Forbes Holdings Inc.
35 East 62nd Street
New York, NY 10021
Telephone: (212) 572-8600
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Alan C. Myers
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
August 15, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 573913 10 0
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Andrews Group Incorporated
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
OO
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 285,200
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
285,200
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,200
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.3%
______________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 573913 10 0
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mafco Holdings Inc.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
OO
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,393,899
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
2,393,899
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,393,899
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.3%
______________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
This statement amends and supplements the Schedule 13D, dated
May 18, 1993, relating to the common stock, par value $.01 per share,
of Marvel Entertainment Group, Inc. ("Marvel"), as originally filed
with the Securities and Exchange Commission by New Marvel Holdings
Inc. ("Marvel Holdings"), MacAndrews & Forbes Holdings Inc. ("M&F"),
and Mafco Holdings Inc. ("Mafco"), as amended by Amendment No. 1,
dated October 12, 1993, filed with the Securities and Exchange
Commission by Marvel Holdings, Marvel (Parent) Holdings Inc. ("Marvel
(Parent)"), Four Star Holdings Corp., Andrews Group Incorporated
("Andrews"), M&F and Mafco, as amended by Amendment No. 2, dated
November 15, 1996, filed with the Securities and Exchange Commission
by Marvel Holdings, Marvel (Parent), Andrews and Mafco, as amended by
Amendment No. 3, dated December 30, 1996, filed with the Securities
and Exchange Commission by Marvel Holdings, Marvel (Parent), Andrews
and Mafco, as amended by Amendment No. 4, dated March 10, 1997, filed
with the Securities and Exchange Commission by Marvel Holdings,
Marvel (Parent), Andrews and Mafco, as amended by Amendment No. 5,
dated April 28, 1997, filed with the Securities and Exchange
Commission by Marvel (Parent), Andrews and Mafco.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Andrews and Mafco. Andrews and
Mafco are collectively referred to as the "Reporting Persons."
ITEM 5.INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) On August 15, 1997, Marvel III Holdings Inc. ("Marvel III"),
a wholly owned subsidiary of Andrews, received notice from LaSalle
National Bank, as Trustee under the Indenture (the "Indenture"),
dated as of February 15, 1994, between Marvel III and NationsBank of
Georgia, National Association, as Original Trustee, as succeeded by
The Bank of New York, as First Successor Trustee and LaSalle National
Bank as Second Successor Trustee, that all rights of Marvel III to
exercise voting and other consensual rights with respect to 1,000
shares of common stock of Marvel (Parent) Holdings pledged pursuant
to the terms of the Indenture had been terminated, that all such
rights had vested in the Trustee, and that the Trustee has the sole
right to exercise such voting and consensual rights. Also on August
15, 1997, three officers of Mafco who served as directors of Marvel
III were notified by the Trustee that they had been removed as
directors of Marvel (Parent) Holdings and that Mr. Carl C. Icahn, Mr.
Robert Mitchell and Mr. Vincent Intrieri have been elected to the
board of directors of Marvel (Parent) Holdings. As a result, the
Reporting Persons are no longer deemed to have beneficial ownership
of the 29,302,326 shares of Marvel Common Stock beneficially owned by
Marvel (Parent) Holdings.
Andrews may still be deemed to own beneficially 285,200 shares of
Marvel Common Stock, or approximately 0.3% of the total outstanding.
Other affiliates of Mafco own 2,108,699 shares and therefore Mafco
may be deemed to own beneficially 2,393,899 shares or approximately
2.3% of the total outstanding shares of Marvel Common Stock.
Except as set forth above, the Reporting Persons do not beneficially
own any Marvel Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: August 21, 1997
Andrews Group Incorporated
Mafco Holdings Inc.
By: /s/ Barry F. Schwartz
__________________________
Name: Barry F. Schwartz
Title: Executive Vice
President and General Counsel
