<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A
(Mark One)
[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

                  For the fiscal year ended December 31, 1998
                                        
                                       OR
                                        
[  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
          For the transition period from ______________ to __________
                                        
                          Commission File No. 1-13638
                            MARVEL ENTERPRISES, INC.
             (Exact name of Registrant as specified in its charter)
                                        
                       (formerly known as Toy Biz, Inc.)

            Delaware                                 13-3711775
     (State of incorporation)         (I.R.S. employer identification number)


                             387 Park Avenue South
                            New York, New York 10016
          (Address of principal executive offices, including zip code)

                                 (212) 696-0808
              (Registrant's telephone number, including area code)
          ____________________________________________________________

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

                     Common Stock, par value $.01 per share

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

8% Cumulative Convertible Exchangeable Preferred Stock, par value $.01 per share
                 Plan Warrants for the purchase of Common Stock
               Class A Warrants for the purchase of Common Stock
  Class B Warrants for the purchase of 8% Cumulative Convertible Exchangeable
                                Preferred Stock
               Class C Warrants for the purchase of Common Stock

     Indicate by check mark whether the Registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X   No __
                                               ---       

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [  ]

     The approximate aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant as of March 22, 1999 was
$81,355,950, based on a price of $6.25 per share, the closing sales price for
the Registrant's Common Stock as reported in the New York Stock Exchange
Composite Transaction Tape on that date.

     As of March 25, 1999, there were 33,532,127 outstanding shares of the
Registrant's Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

     None.

<PAGE>

     This Annual Report on Form 10-K/A is being filed to amend the Annual Report
on Form 10-K, dated March 31, 1999, to include the fourth page of the Exhibit
Index required by Item 14(a)(3).
 
<PAGE>
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

 (a) Documents Filed with this Report

      1.   Financial Statements
           --------------------

           See the accompanying Index to Financial Statements and Financial
           Statement Schedule on page F-1.

      2.   Financial Statement Schedule
           ----------------------------

           See the accompanying Index to Financial Statements and Financial
           Statement Schedule on page F-1.

      3.   Exhibits
           --------

           See the accompanying Exhibit Index appearing on page 46.

 (b)  Reports on Form 8-K.  During the last quarter of 1998, the Company
      filed the following     Current Reports on Form 8-K:

      1. Current Report on Form 8-K dated October 1, 1998, reporting Items
         5 and 7.

      2. Current Report on Form 8-K dated October 13, 1998, reporting Items
         2 and 7.

      3. Current Report on Form 8-K/A dated October 16, 1998, reporting Item 7.

      4. Current Report on Form 8-K/A-2 dated November 25, 1998, reporting
         Item 7 and containing the financial statements required by Item 7(a)
         and the pro forma financial information required by Item 7(b) in
         connection with the Company's acquisition of Marvel Entertainment
         Group, Inc.

 (c) Exhibits.  See the Exhibit Index immediately below.

<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION>
Exhibit No.     
-----------     
<C>          <S> 
     2.1     Fourth Amended Joint Plan of Reorganization for Marvel Entertainment Group, Inc.
             dated July 31, 1998 and filed with the United States District Court for the District of
             Delaware on July 31, 1998, with attached exhibits.  (Incorporated by reference to
             Exhibit 2.1 of the Registrant's Current Report on Form 8-K dated October 13, 1998
             and filed with the Securities and Exchange Commission on October 14, 1998.)
     2.2     Asset Purchase Agreement by and among Fleer Corp., Frank H. Fleer Corp. and
             SkyBox International Inc. and Golden Cycle, LLC, dated as of January 29, 1999.
     3.1     Restated Certificate of Incorporation.  (Incorporated by reference to Exhibit 4.1 of the
             Registrant's Current Report on Form 8-K dated October 13, 1998 and filed with the
             Securities and Exchange Commission on October 14, 1998.)
     3.2     Bylaws (as restated and amended).
     4.1     Article V of the Restated Certificate of Incorporation (see Exhibit 3.1, above),
             defining the rights of holders of Common Stock.
     4.2     Article VI of the Restated Certificate of Incorporation (see Exhibit 3.1, above),
             defining the rights of holders of 8% Preferred Stock.
     4.3     Indenture, dated as of February 25, 1999, defining the rights of holders of 12% senior
             notes due 2009.
     4.4     Plan Warrant Agreement, dated as of October 1, 1998, between the Registrant and
             American Stock Transfer & Trust Company, as warrant agent.  (Incorporated by
             reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated October
             13, 1998 and filed with the Securities and Exchange Commission on October 14,
             1998.)
     4.5     Class A Warrant Agreement, dated as of October 1, 1998, between the Registrant and
             American Stock Transfer & Trust Company, as warrant agent.  (Incorporated by
             reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K dated October
             13, 1998 and filed with the Securities and Exchange Commission on October 14,
             1998.)
     4.6     Class B Warrant Agreement, dated as of October 1, 1998, between the Registrant and
             American Stock Transfer & Trust Company, as warrant agent.  (Incorporated by
             reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K dated October
             13, 1998 and filed with the Securities and Exchange Commission on October 14,
             1998.)
     4.7     Class C Warrant Agreement, dated as of October 1, 1998, between the Registrant and
             American Stock Transfer & Trust Company, as warrant agent.  (Incorporated by
             reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K dated October
             13, 1998 and filed with the Securities and Exchange Commission on October 14,
             1998.)

</TABLE>
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<TABLE> 
<CAPTION> 
Exhibit No.     
-----------      
<C>          <S> 
   10.1      Stockholders' Agreement, dated as of October 1, 1998, by and among the Registrant,
             Avi Arad, the Dickstein Entities (as defined therein), the Perlmutter Entities (as
             defined therein), The Chase Manhattan Bank, Morgan Stanley & Co. Incorporated,
             and Whippoorwill Associates, Incorporated, as agent of and/or general partner for
             certain accounts.  (Incorporated by reference to Exhibit 99.4 to the Registrant's
             Current Report on Form 8-K/A dated and filed with the Securities and Exchange
             Commission on October 16, 1998.)
    10.2     Stock Purchase Agreement, dated as of October 1, 1998, by and among the Registrant
             and Dickstein & Co., L.P., Dickstein Focus Fund L.P., Dickstein International
             Limited, Elyssa Dickstein, Jeffrey Schwarz and Alan Cooper as Trustees U/T/A/D
             12/27/88, Mark Dickstein, Grantor, Mark Dickstein and Elyssa Dickstein, as Trustees
             of the Mark and Elyssa Dickstein Foundation, Elyssa Dickstein, Object Trading
             Corp., and Whippoorwill Associates, Incorporated.  (Incorporated by reference to
             Exhibit 99.3 to the Registrant's Current Report on Form 8-K/A dated and filed with
             the Securities and Exchange Commission on October 16, 1998.)
    10.3     Registration Rights Agreement, dated as of October 1, 1998, by and among the
             Registrant, Dickstein & Co., L.P., Dickstein Focus Fund L.P., Dickstein
             International Limited, Elyssa Dickstein, Jeffrey Schwarz and Alan Cooper as Trustees
             U/T/A/D 12/27/88, Mark Dickstein, Grantor, Mark Dickstein and Elyssa Dickstein,
             as Trustees of the Mark and Elyssa Dickstein Foundation, Elyssa Dickstein, Object
             Trading Corp., Whippoorwill/Marvel Obligations Trust - 1997, and Whippoorwill
             Associates, Incorporated.  (Incorporated by reference to Exhibit 99.5 to the
             Registrant's Current Report on Form 8-K/A dated and filed with the Securities and
             Exchange Commission on October 16, 1998.)
    10.4     Registration Rights Agreement, dated as of December 8, 1998, by and among the
             Registrant, Marvel Entertainment Group, Inc., Avi Arad, Isaac Perlmutter, Isaac
             Perlmutter T.A., The Laura & Isaac Perlmutter Foundation Inc., and Zib Inc.
    10.5     Registration Rights Agreement, dated February 25, 1999, by and among the
             Registrant, certain subsidiaries of the Registrant, Morgan Stanley & Co. Incorporated
             and Warburg Dillon Read LLC.
    10.6     Lease dated as of July 1, 1986, between 387 P.A.S. Enterprises and Cadence
             Industries Corporation (9th Floor).  (Incorporated by reference to Exhibit 10.7 to the
             Registration Statement of Marvel Entertainment Group, Inc. on Form S-1, File No.
             33-40574, dated May 14, 1991.)
    10.7     Lease Modification and Extension Agreement dated as of July 1, 1991, between 387
             P.A.S. Enterprises and the Marvel Entertainment Group, Inc. (9th, 10th, 11th and
             12th Floors).  (Incorporated by reference to Exhibit 10.9 to the Annual Report on
             Form 10-K of Marvel Entertainment Group, Inc. for the fiscal year ended December
             31, 1991.)
    10.8     Lease, dated December 3, 1993, by and between 200 Fifth Avenue Associates and the
             Registrant.  (Incorporated by reference to Exhibit 10.4 to the Registrant's Registration
             Statement on Form S-1, File No. 33-87268.)

</TABLE> 
<PAGE>
 
<TABLE>         
<CAPTION>       
Exhibit No.     
-----------      
<C>          <S> 
   10.9      Sublease, dated December 19, 1996, by and between Gruner & Jahr USA Publishing
             and the Registrant.  (Incorporated by reference to Exhibit 10.5 to the Registrant's
             Annual Report on Form 10-K for the year ended December 31, 1996.)
   10.10     License Agreement, dated March 1, 1993, by and between the Registrant and Gerber
             Products Company as amended by Amendment thereto, dated April 5, 1995.
             (Incorporated by reference to Exhibit 10.13 to the Registrant's Registration Statement
             on Form S-1, File No. 33-87268 and Exhibit 10.6 to the Registrant's Quarterly Report
             on Form 10-Q for the quarter ended June 30, 1995.)  (Confidential treatment has been
             requested for a portion of this exhibit.)
   10.11     Master License Agreement, dated as of April 30, 1993, between Avi Arad &
             Associates and the Registrant.  (Incorporated by reference to Exhibit 10.21 to the
             Registrant's Registration Statement on Form S-1, File No. 33-87268.)
   10.12     Employment Agreement, dated as of January 1, 1998, by and between Joseph M.
             Ahearn and the Registrant.*
   10.13     Amendment to Employment Agreement, dated as of October 14, 1998, by and
             between Joseph M. Ahearn and the Registrant.*
   10.14     Employment Agreement, dated as of September 30, 1998, by and between Avi Arad
             and the Registrant.*
   10.15     Employment Agreement, dated as of November 11, 1998, by and between Eric
             Ellenbogen and the Registrant.*
   10.16     Employment Agreement by and between Alan Fine and the Registrant.  (Incorporated
             by reference to Exhibit 10.20 to the Registrant's Annual Report on Form 10-K for the
             year ended December 31, 1996.)*
   10.17     Employment Agreement, dated as of January 1, 1998, by and between David J.
             Fremed and the Registrant.  (Incorporated by reference to Exhibit 10.1 to the
             Registrant's Quarterly Report on Form 10-Q for the period ended September 30,
             1998.)*
   10.18     Employment Letter, dated August 27, 1997, by and between William H. Hardie, III
             and the Registrant.*
   10.19     Amendment to Employment Letter, dated February 4, 1999, by and between William
             H. Hardie, III and the Registrant.*
   10.20     1998 Stock Incentive Plan.  (Incorporated by reference to Annex A of the Registrant's
             Information Statement on Schedule 14C, filed with the Securities and Exchange
             Commission on December 30, 1998.)*
   10.21     Amended and Restated Master Agreement, dated as of November 19, 1997, by and
             among the Registrant, certain secured creditors of Marvel and certain secured
             creditors of Panini SpA and Amendments 1 and 2 thereto.  (Incorporated by reference
             to Exhibit 10.26 of the Registrant's Annual Report on Form 10-K for the year ended
             December 31, 1997.)
   10.22     Amended and Restated Proxy and Stock Option Agreement, dated as of November 19,
             1997, between the Registrant and Avi Arad (Incorporated by reference to Exhibit 10.2
             to the Registrant's Current Report on Form 8-K dated November 24, 1997).
</TABLE>
<PAGE>
 
<TABLE>         
<CAPTION>       
Exhibit No.     
-----------      
<C>          <S> 
  10.23      Amended and Restated Proxy of Stock Option Agreement, dated as of November 19,
             1997 among the Registrant, Isaac Perlmutter, Isaac Perlmutter T.A. and Zib Inc.
             (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form
             8-K dated November 24, 1997).
  10.24      Commitment Letter, dated as of November 19, 1997, by and between the Registrant,
             Dickstein Partners Inc., and Zib Inc. (Incorporated by reference to Exhibit 10.3 to the
             Registrant's Current Report on Form 8-K dated November 24, 1997).
  10.25      Agreement, dated as of November 19, 1997, by and among Dickstein Partners, Inc.,
             Isaac Perlmutter, Avi Arad and Joseph M. Ahearn (Incorporated by reference to
             Exhibit 10.4 to the Registrant's Current Report on Form 8-K dated November 24,
             1997).
   21        Subsidiaries of the Registrant.
   23        Consent of Accountants.
   24        Power of attorney (included on signature page hereto).
   27        Financial Data Schedule.
</TABLE>

* Management contract or compensatory plan or arrangement.
<PAGE>
 
                                    SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of New York, New York, on the 1st day of April, 1999.


                              MARVEL ENTERPRISES, INC.
                              a Delaware corporation (Registrant)


                              By:   /s/ William H. Hardie, III
                                    _____________________________________
                                    William H. Hardie, III
                                    Executive Vice President, Business Affairs


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>    
<CAPTION>                                                                                                            
                       Signature                                            Title                           Date     
                      -----------                                          -------                         ------  
<S>                                                      <C>                                           <C>            

                      *                                    President, Chief Executive Officer and      April __, 1999
-------------------------------------------------------    Director (principal executive officer)                     
                Eric Ellenbogen
 
                                                                                                                      
                      *                                  Senior Vice President and Chief Financial     April __, 1999 
-------------------------------------------------------  Officer (principal financial and accounting                  
               Robert S. Hull                            officer)                                                     
 
                      *                                  Chairman of the Board of Directors            April __, 1999
-------------------------------------------------------
               Morton E. Handel 

                      *                                  Director                                      April __, 1999
-------------------------------------------------------
                  Avi Arad 

                      *                                  Director                                      April __, 1999
-------------------------------------------------------
               Mark Dickstein 

                      *                                  Director                                      April __, 1999
-------------------------------------------------------
             Shelley F. Greenhaus 

                      *                                  Director                                      April __, 1999
-------------------------------------------------------
               James F. Halpin
 

                      *                                  Director                                      April __, 1999
-------------------------------------------------------
               Michael M. Lynton

</TABLE> 
 
<PAGE>
 
<TABLE>                             
<CAPTION>                                                                                                            
                       Signature                                            Title                           Date     
                      -----------                                          -------                         ------       
<S>                                                      <C>                                           <C>            


                      *                                  Director                                      April __, 1999
-------------------------------------------------------
               Lawrence Mittman
 

                      *                                  Director                                      April __, 1999
-------------------------------------------------------
               Isaac Perlmutter
 

                      *                                  Director                                      April __, 1999
-------------------------------------------------------
                  Rod Perth
 

                      *                                  Director                                      April __, 1999
-------------------------------------------------------
              Michael J. Petrick
 

 *By:   /s/ William H. Hardie, III                                                                     April 1, 1999
-------------------------------------------------------
            William H. Hardie, III
              Attorney-in-fact
</TABLE>