TOY BIZ INC
8-A12B, 1998-10-02
DOLLS & STUFFED TOYS
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                                                   Registration No.



                                    FORM 8-A
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                            Marvel Enterprises, Inc.
             (Exact name of registrant as specified in its charter)

                        (formerly known as Toy Biz, Inc.)

                  Delaware                                 13-3711775
  (State of incorporation or organization)  (I.R.S. Employer Identification No.)


             685 Third Avenue
         New York, New York                                     10017
(Address of principal executive offices)                      (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


 Title of each class                 Name of each exchange on which
 to be so registered                 each class is to be registered

Common Stock, par value $.01 per share           New York Stock Exchange




         If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]

         If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates:
N/A (The securities will be issued pursuant to Section 1145 of the United States
Bankruptcy Code.)


Securities to be registered pursuant to Section 12(g) of the Act:   N/A

752706.2

<PAGE>




                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.           Description of Registrant's Securities to be Registered.

                  A description of the Registrant's common stock, $.01 par value
                  per share, is incorporated herein by reference to the Proxy
                  Statement on Schedule 14A (SEC File No. 001-13638) as filed by
                  the Registrant with the Securities and Exchange Commission on
                  August 13, 1998 and in particular to the statements included
                  therein under the caption "THE MARVEL PROPOSALS -- Securities
                  to be Issued and Transferred under the Plan" on pages 82 -87.


Item 2.           Exhibits.

                  The following exhibits are filed as part of this registration
statement.

                  1.          Certificate of Incorporation of Registrant
                              (incorporated by reference to Annex B of the Proxy
                              Statement on Schedule 14A (SEC File No. 001-13638)
                              as filed by the Registrant with the Securities and
                              Exchange Commission on August 13, 1998) and

                  2.          By-Laws of the Registrant (incorporated by
                              reference to Annex C of the Proxy Statement on
                              Schedule 14A (SEC File No. 001-13638) as filed by
                              the Registrant with the Securities and Exchange
                              Commission on August 13, 1998).



752706.2

<PAGE>


                                    SIGNATURE


                  Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.


(Registrant)      Marvel Enterprises, Inc.


Date:  October 1, 1998



By:      /s/      WILLIAM H. HARDIE, III
         ---------------------------------------
         Name:    William H. Hardie, III
         Title:   Executive Vice President, Business Affairs



752706.2



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