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                      NOTICE OF ACTION BY WRITTEN CONSENT

To The Stockholders of Marvel Entertainment Group, Inc.:

         Pursuant to ss. 228 of the Delaware General Corporation Law (the
"DGCL"), this letter hereby notifies you that Marvel Holdings Inc.
("Holdings"), the owner of 50.03% of the issued and outstanding shares of
common stock of Marvel Entertainment Group, Inc. ("Marvel") (the "Marvel Common
Stock"), on June 20, 1997 acted without a meeting by written consent, and among
other things described more fully below, removed each and every member of
Marvel's Board of Directors (the "Old Board") and replaced them with the
following directors: Carl C. Icahn, Harold First, Charles K. MacDonald, Glen
Adams, J. Winston Fowlkes, III, Robert J. Mitchell, Jouko T. Tamminen, Vincent
J. Intrieri, and Michael J. Koblitz (collectively, the "New Board").
Information concerning the backgrounds of the directors consisting of the New
Board is contained in Annex A attached hereto.

Background

         Holding Company Debt

         Holdings is a wholly-owned subsidiary of Marvel (Parent) Holdings Inc.
("Parent") which, in turn is a wholly owned subsidiary of Marvel III Holdings,
Inc. ("Marvel III", and collectively with Holdings and Parent, the "Holdings
Companies"). In 1993, Holdings issued, pursuant to an indenture (the "Holdings
Indenture"), certain notes due 1998 (the "Holdings Notes") secured by, among
other things, 48 million shares (as adjusted to reflect a subsequent stock
split) of Marvel Common Stock. In 1993, Parent issued, pursuant to an indenture
(the "Parent Indenture"), certain notes due 1998 (the "Parent Notes") secured
by, among other things, 100% of the shares of common stock of Holdings (the
"Holdings Stock") and 20 million shares (as adjusted to reflect a subsequent
stock split) of Marvel Common Stock. In 1994, Marvel III issued, pursuant to an
indenture (the "Marvel III Indenture"), certain notes due 1998 (the "Marvel III
Notes") secured by, among other things, 100% of the shares of common stock of
Marvel Parent (the "Parent Stock") and 9,302,326 shares of Marvel Common Stock.

         Bankruptcy Filings

         On December 27, 1996, Marvel, eight of its wholly-owned subsidiaries,
and each of the Holding Companies filed petitions for relief under chapter 11
of title 11, United States Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On
January 9, 1997, the United States Trustee appointed an Official Bondholders
Committee (the "Bondholders Committee") to represent the interests of all
holders (collectively, the "Noteholders") 

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Notice of Written Consent
Page 2

of the Holdings Notes, the Parent Notes and the Marvel III Notes (collectively,
the "Notes"). The Bondholders Committee is currently composed of High River
Limited Partnership ("High River"), Westgate International, L.P. ("Westgate"),
Schultz Investments, WHERCO, Inc., M3, LLC, and United Equities Commodities
Company ("United Equities").

         Noteholders Change the Board of Holdings

         The commencement of the chapter 11 cases by the Holding Companies was
an event of default under each of the Holdings Indenture, the Parent Indenture,
and the Marvel III Indenture (collectively, the "Indentures"). After its
formation, the Bondholders Committee filed a motion (the "Lift Stay Motion")
with the Bankruptcy Court seeking an order lifting the automatic stay in the
chapter 11 cases of the Holding Companies (the "Holdings Cases") and, thus,
permitting the Trustee to vote and to foreclose upon shares of stock pledged to
secure repayment of the Notes, including (i) 100% of the Holdings Stock, (ii)
100% of the Parent Stock and (iii) approximately 78.8% of the Marvel Common
Stock (collectively, the "Pledged Stock"). On January 13, 1997, the Bank of New
York, then trustee under the Indentures, joined in the Lift Stay Motion, and on
January 30, 1997, (after its appointment as successor trustee) LaSalle National
Bank (the "Trustee") also joined the Lift Stay Motion. On February 26, 1997,
the Bankruptcy Court entered an order granting the Lift Stay Motion and
permitting the Bondholders Committee and the Trustee, on behalf of the
Noteholders, to vote and to foreclose upon the Pledged Stock (the "Lift Stay
Order").

         On March 24, 1997, at the request of Marvel and its bank lenders (the
"Bank Lenders"), the Bankruptcy Court entered an order (the "Stay Order")
enjoining the Bondholders Committee and the Trustee from voting Marvel Common
Stock to remove and replace the Old Board (either directly or through the
actions of one or more of the Holding Companies) without first seeking and
obtaining relief from the automatic stay imposed under the Bankruptcy Code in
the chapter 11 cases of Marvel and its debtor-subsidiaries (the "Marvel
Cases"). The Stay Order, however, did not prevent the holders of Parent Notes
from exercising voting power over the Holdings Stock for the purpose of
removing and replacing the Board of Directors of Holdings.

         On April 24, 1997, the Trustee exercised such power on behalf of and
pursuant to the direction of certain Noteholders and notified Marvel Parent
that, pursuant to the Parent Indenture, the rights of Marvel Parent to exercise
voting and other consensual rights relating to its ownership of 100% of the
shares of Holdings Stock had terminated as of 3:00 p.m. (New York time) on such
date and that as of such time all such rights had vested in the Trustee.

         Immediately after such notice, the Trustee executed an action by
written consent as the sole stockholder of Holdings pursuant to Delaware law
which, among other things, removed each and every then-current member of the
Board of Directors of 

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Notice of Written Consent
page 3

Holdings, namely, Ronald O. Perelman, Donald A. Drapkin, William C. Bevins,
Irwin Engelman and Laurence Winoker and replaced them with the following
individuals: Carl C. Icahn, Robert J. Mitchell and Vincent J. Intrieri.

Litigation Leading to Current Actions

         Between March 24, 1997 and June 20, 1997 Marvel and the Bank Lenders
requested action by the Bankruptcy Court and the United States District Court
for the District of Delaware (the "District Court") seeking, among other
things, to prevent the Noteholders and Holdings from exercising voting
authority with respect to the shares of Common Stock owned by Holdings for the
purpose of removing the Old Board and replacing it with the New Board. At the
same time, the Bondholders Committee and the Trustee also requested action by
the Bankruptcy Court and the District Court seeking to permit the Noteholders
and/or Marvel Holdings to exercise voting authority over such shares for such
purpose. Such litigation culminated in the issuance of an order by the District
Court vacating the Bankruptcy Court's Stay Order effective as of 5:00 p.m. (New
York time) on June 20, 1997. The effect of such order was to permit Holdings,
as the majority stockholder of Marvel, to vote such stock to remove the Old
Board and to replace it with the New Board.

Action by Written Consent

         As a result of the foregoing litigation, on June 20, 1997, effective
as of 5:01 p.m. (New York time), Holdings, acting as a holder of a majority of
Marvel Common Stock, took the following actions by written consent:

     (1)  Removed each and every then current member of Marvel's Old Board;

     (2)  Amended and modified Marvel's By-laws to provide that Marvel's Board
          of Directors shall be composed of nine persons or such other number
          of persons as may thereafter be fixed by Marvel's Board of Directors
          and

     (3)  Elected the New Board.

         Holdings elected the members of the New Board with the intention of
implementing the Joint Plan (as defined below). Holdings believes that each of
the members of the New Board will, subject to their fiduciary duties, support
the Joint Plan. Each member of the New Board will be entitled to the same
compensation and indemnification that was applicable to members of the Old
Board for serving as members of Marvel's Board of Directors.

The Joint Plan

         On June 13, 1997, Holdings and the Bondholders Committee filed their
First Amended Joint Chapter 11 Plan of Reorganization (the "Joint Plan") in the
Holdings Cases and the Marvel Cases, amending the Joint Chapter 11 Plan of
Reorganization and 


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Notice of Written Consent
page 4


Rights Offering filed on April 28, 1997. The Joint Plan provides proposed
treatment of all claims against and equity interests in (a) the Holding
Companies, and (b) Marvel and its direct and indirect subsidiaries that are
chapter 11 debtors in the Marvel Cases (collectively, the "Marvel Debtors").

         With respect to the Holding Companies, the Joint Plan proposes an
orderly liquidation of such companies' assets and the distribution of such
assets or their proceeds to the creditors of the Holding Companies in the order
contemplated by the Bankruptcy Code. The 48,000,000 shares of Marvel Common
Stock held by Holdings as collateral for the Holdings Notes would be
distributed on a pro rata basis to the holders of the Holdings Notes; the
20,000,000 shares of Marvel Common Stock held by Parent as the collateral for
the Parent Notes would be distributed on a pro rata basis to the holders of the
Parent Notes; and, the 9,302,326 shares of Marvel Common Stock held by Marvel
III as collateral for the Marvel III Notes would be distributed on a pro rata
basis to the holders of the Marvel III Notes. In addition, the 2,932,167 shares
of Marvel Common Stock held by Holdings that are unencumbered would also be
distributed on a pro rata basis to the holders of the Holdings Notes. The
remaining assets of the Holding Companies, if any, and the stock evidencing a
100% ownership interest in each of them would be transferred to a trust for the
benefit of creditors.

         As a result of the foregoing transactions under the Joint Plan with
respect to the Holding Companies, the Noteholders would receive approximately
78.6% of the issued and outstanding shares of Marvel Common Stock, if the Joint
Plan is confirmed by the Bankruptcy Court.

         With respect to Marvel and the Marvel Debtors, the Joint Plan provides
for the satisfaction in full of all claims and the exchange of each outstanding
share of Marvel Common Stock for one-half share of new common stock to be
issued by Marvel (the "New Common Stock") and 1.93 rights (the "Rights") to
purchase shares of New Common Stock. The Rights may be exercised as part of a
rights offering (the "Rights Offering") to purchase an aggregate of 196,492,638
shares of New Common Stock (the "Rights Offering Shares") at a price of
$1.857576 per share, less $0.005089 for each $1.0 million by which the amount
members of the Bondholders Committee paid for Bank Debt (as defined below) is
less than the face amount of Bank Debt. The Rights Offering is intended to
raise $365 million of new capital for Marvel and the Rights Offering Shares
will represent approximately 77.2% of the issued and outstanding shares of New
Common Stock as of the consummation of the Rights Offering. Under the Joint
Plan, High River, Westgate, and United Equities, all of whom are members of the
Bondholders Committee, will act as standby purchasers with respect to the
Rights Offering in order to ensure that the entire $365 million is raised by
Marvel, for which they will receive shares of New Common Stock representing an
aggregate of 2.8% of the issued and outstanding shares of New Common Stock. The
proceeds of the Rights Offering will be used to retire Marvel's
debtor-in-possession credit facility (at least 

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Notice of Written Consent
page 5


$100 million, and perhaps as much as $150 million), to facilitate the payment
in full of certain claims, and to satisfy Marvel's working capital
requirements.

         Marvel's prepetition secured bank debt (the "Bank Debt") is to be
satisfied in full under the Joint Plan by the distribution to the holders of
the Bank Debt (a) the stock of Fleer Corp. and Panini S.p.A. (the "Distributed
Collateral") and (b) newly issued senior secured notes of Marvel in aggregate
principal amount equal to the aggregate amount of the Bank Debt less (i) the
value of the Distributed Collateral as determined by the Bankruptcy Court and
(ii) the face amount of the Bank Debt acquired by members of the Bondholders
Committee (which shall be retired in exchange for cash payment in an amount
equivalent to the amount paid for such Bank Debt); provided that if the
Bankruptcy Court determines that the value of the Distributed Collateral is
less than $385 million, then, at the sole discretion of the proponents of the
Joint Plan, Marvel may retain some or all of the Distributed Collateral and
increase the principal amount of the newly issued senior secured notes
accordingly.

         The foregoing discussion of the Joint Plan is subject to and qualified
in its entirety by the terms and provisions of the Joint Plan. A copy of the
Joint Plan was filed by Holdings as an exhibit to Amendment No. 10 to Schedule
13D filed by Holdings on June 25, 1997.


June 27, 1997


                                           MARVEL ENTERTAINMENT GROUP, INC.



                                           MARVEL HOLDINGS INC.


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                                    ANNEX A

                              DIRECTOR INFORMATION


Carl C. Icahn

         Mr. Icahn (61) was recently elected as a director and President of
Marvel Holdings Inc. Mr. Icahn has been Chairman of the Board and Chief
Executive Officer of (i) ACF Industries Incorporated, a privately-held railcar
leasing and manufacturing company, since 1984, (ii) Icahn & Co., Inc., a
registered broker-dealer, since 1968, (iii) American Property Investors, Inc.,
the general partner of American Real Estate Partners, L.P., a public limited
partnership that invests in real estate, since November 1990, (iv) Bayswater
Realty & Capital Corp., a privately-held real estate company, for more than the
past ten years, (v) Starfire Holding Corporation, a privately-held holding
company, since 1982, and (vi) Trans World Airlines, Inc., a public airline
company, from 1990 until January 1993. Since July 1993, he has been a director
of Cadus Pharmaceutical Corporation, a public company engaged in gene research.
In addition, from 1993 to 1997, Mr. Icahn was a director of Samsonite
Corporation, and from 1995 to 1996, a director of Culligan Water Technologies,
Inc., each a publicly-held corporation.

Vincent J. Intrieri

        Mr. Intrieri (40) was recently elected as a director and Secretary and
Treasurer of Marvel Holdings Inc. Mr. Intrieri is also a director of Australian
Food & Fibre Ltd. Mr. Intrieri has worked as a portfolio manager for Stonington
Management Corporation, which provides services to Martley International, Inc.,
Westgate International, L.P. and Elliott Associates, L.P., since 1995. Mr.
Intrieri was a partner in Arthur Anderson & Co. from 1993 to 1995 and was a
director of Price Waterhouse since before 1991 to 1993.

Robert J. Mitchell

        Mr. Mitchell (50) was recently elected as a director of Marvel Holdings
Inc. Since May 1996, he has been a director of Cadus Pharmaceutical
Corporation, a public company engaged in gene research. Mr. Mitchell has been
Senior Vice President-Finance of ACF Industries Incorporated since March 1995
and was Treasurer of ACF Industries Incorporated from December 1984 to March
1995. Mr. Mitchell has also served as President and Treasurer of ACF Industries
Holdings Inc. since August 1993 and as Vice President, Liaison Officer of Icahn
& Co., Inc. since November 1984. Mr. Mitchell served as Treasurer of Trans
World Airlines, Inc. from 1987 to January 1993. Mr. Mitchell has been a
director of National Energy Group, Inc., a public company involved in the
exploration of oil and gas reserves, since August 1996.

Jouko T. Tamminen

        Mr. Tamminen (37) has been a Senior Vice President-Investments of Icahn
Associates Corp. since 1996. From 1991 to 1996, Mr. Tamminen worked as
Portfolio Manager at Morgens, Waterfall Vintiadis & Company, Inc. Mr. Tamminen
is a citizen of Finland.

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Harold First

        Mr. First (61) has been a director of Cadus Pharmaceutical Corporation,
a public company engaged in gene research since April 1995. He has been a
financial consultant since January 1993. He has been a director of Tel-Save
Holdings, Inc., a public long-distance telephone service company, since
September 1995. From December 1990 through January 1993, Mr. First served as
Chief Financial Officer of Icahn Holding Corp., a privately-held holding
company, and related entities. He was a director of Trump Taj Mahal Realty
Corp., a privately-held real estate company, from October 1991 until September
1996; a member of the Supervisory Board of Memorex Telex N.V., a public
technology company, from February 1992 until February 1997; a director of Trans
World Airlines, Inc., a public airline company, from December 1990 through
January 1993; a director of ACF Industries, Inc., a privately-held railcar
leasing and manufacturing company, from February 1991 through December 1992;
and Vice-Chairman of the Board of American Property Investors, Inc., the
general partner of American Real Estate Partners, L.P., a public limited
partnership that invests in real estate, from March 1991 through December 1992.

Charles K. MacDonald

        Mr. MacDonald (38) has served as a director of Live Entertainment, Inc.
since May 1996. Currently, he is President of Morgandane Management Corp., an
investment advisory firm which provides investment advisory services to various
clients including Stonington Management Corporation, which in turn provides
services to Westgate International, L.P. and Elliott Associates, L.P. From
November 1987 to July 1995, Mr. MacDonald was a Securities Analyst and
Portfolio Manager for Elliott Associates, L.P. He also serves as a director of
Atlantic Gulf Communities Corp.

Glen Adams

        Mr. Adams (59) is a private investor. He has been a director of Zale
Corporation since July 1993 and a director of U.S. Home Corporation since June
1993. Mr. Adams was previously Chairman, President and Chief Executive Officer
of Southmark Corporation from August 1990 until August 1996.


Michael J. Koblitz

        Mr. Koblitz (47) is a private investor. From 1983 until 1997, he worked
as a Managing Director specializing in bankruptcy and reorganization advisory
services at Gruntal & Co., Incorporated, a New York based investment banking
firm.

J. Winston Fowlkes III

        Mr. Fowlkes (64) is a private investor and has served as a director of
Cylex, Inc. since July 1995. From January 1995 through August 1996, Mr. Fowlkes
was the President of the Broadway Comics Division of Broadway Video Inc. From
February 1993 to August 1994, Mr. Fowlkes worked as the Publisher of
Enlightened Entertainment Partners L.P. and was an Executive Vice President for
Novatek Medical, Inc. from March 1991 through January 1993.



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