SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                (Amendment No. 1)
(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, 2003

                                       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)

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

                               10 East 40th Street
                            New York, New York 10016
          (Address of principal executive offices, including zip code)

                                 (212) 576-4000
              (Registrant's telephone number, including area code)

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

           Title of each class         Name of each exchange on which registered
           -------------------         -----------------------------------------
 Common Stock, par value $.01 per share          New York Stock Exchange
     Preferred Share Purchase Rights            New York Stock Exchange

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

                                      None.

   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. |_|

   Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes |X| No |_|

   The approximate aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant as of June 30, 2003, the last
business day of the Registrant's most recently completed second fiscal quarter,
was $885,416,924 based on a price of $12.73 per share, the closing sales price
for the Registrant's common stock (as adjusted for the stock's 3-for-2 split in
the form of a dividend in March 2004) as reported in the New York Stock Exchange
Composite Transaction Tape on that date. As of June 28, 2004, there were
109,137,031 outstanding shares of the Registrant's common stock, in addition to
11,091,000 shares held by a wholly owned subsidiary of the Registrant.

                       DOCUMENTS INCORPORATED BY REFERENCE

        The information required by Part III (Items 10, 11, 12, 13 and 14) is
incorporated by reference from the Registrant's definitive proxy statement,
which the Registrant filed with the Commission not later than 120 days after the
end of the fiscal year covered by this Report.


<PAGE>


                                EXPLANATORY NOTE

   This Amendment on Form 10-K/A is being filed solely for the purpose of filing
unaudited financial statements of Spider-Man Merchandising, L.P. (the
"Partnership"), a joint venture of affiliates of Marvel Enterprises, Inc. (the
"Company") and of Sony Pictures Entertainment Inc. As was stated on page 1 of
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2003, the Partnership's fiscal year ends on March 31. In accordance with Rule
3-09 of Regulation S-X, the Company is now filing, as an amendment to the
aforementioned Annual Report on Form 10-K, unaudited financial statements of the
Partnership for the Partnership's fiscal year ended March 31, 2004.


ITEM 15. 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 on page F-1 for the
         financial statements filed with this Amendment No. 1 on Form 10-K/A.

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

         None filed with this Amendment No. 1 on Form 10-K/A.

           3. Exhibits
              --------

         The following exhibits are filed with this Amendment No. 1 on Form
         10-K/A:

         Exhibit Number   Exhibit Description
         --------------   -------------------

         31.1             Certification by Chief Executive Officer pursuant to
                          Section 302 of the Sarbanes-Oxley Act, with respect to
                          Amendment No. 1 on Form 10-K/A to the registrant's
                          Annual Report on Form 10-K for the year ended December
                          31, 2003. (Filed herewith.)

         31.2             Certification by Chief Financial Officer pursuant to
                          Section 302 of the Sarbanes-Oxley Act, with respect to
                          Amendment No. 1 on Form 10-K/A to the registrant's
                          Annual Report on Form 10-K for the year ended December
                          31, 2003. (Filed herewith.)

         32               Certification pursuant to Section 906 of the
                          Sarbanes-Oxley Act, with respect to Amendment No. 1 on
                          Form 10-K/A to the registrant's Annual Report on Form
                          10-K for the year ended December 31, 2003. (Furnished
                          herewith.)

    (b)    Reports on Form 8-K.

            During the first quarter of 2004, the Company filed the following
            Current Reports on Form 8-K:

            1. Current Report on Form 8-K filed March 9, 2004, reporting Items 7
               and 12.


<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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                               MARVEL ENTERPRISES, INC.

                               By:  /s/   Allen S. Lipson
                                  ----------------------------------------------
                                          Allen S. Lipson
                                          President and Chief Executive Officer
                                          Date: June 30, 2004

<TABLE>
<CAPTION>


Signature                             Title                                                Date
---------                             -----                                                ----

<S>                        <C>                                                          <C>
/s/ Allen S. Lipson        President and Chief Executive Officer                        June 30, 2004
---------------------      (principal executive officer)
Allen S. Lipson

         *                 Chief Financial Officer                                      June 30, 2004
---------------------      (principal financial and accounting officer)
Kenneth P. West

         *                 Chairman of the Board of Directors                           June 30, 2004
---------------------
Morton E. Handel

         *                 Vice Chairman of the Board of Directors                      June 30, 2004
---------------------
F. Peter Cuneo

         *                 Vice Chairman of the Board of Directors                      June 30, 2004
---------------------
Isaac Perlmutter

         *                 Director                                                     June 30, 2004
---------------------
Avi Arad

         *                 Director                                                     June 30, 2004
---------------------
Sid Ganis

         *                 Director                                                     June 30, 2004
---------------------
Richard Solar

         *                 Director                                                     June 30, 2004
---------------------
James F. Halpin



*By: /s/ Allen S. Lipson
     -------------------------------
        Allen S. Lipson
        Attorney-in-Fact
</TABLE>



<PAGE>



                          Spiderman Merchandising, L.P.

                              Financial Statements

                            Year ended March 31, 2004



                                    Contents

Report of Independent Auditors...............................................F-2

Financial Statements

Balance Sheets as of March 31, 2004 (Unaudited) and 2003.....................F-3
Statements of Operations for the Years Ended March 31, 2004 (Unaudited),
   2003 and 2002 (Unaudited).................................................F-4
Statements of Partners' Capital (Deficit) for the Years Ended March 31, 2004
   (Unaudited), 2003 and 2002 (Unaudited)....................................F-5
Statements of Cash Flow for the Years Ended March 31, 2004 (Unaudited),
   2003 and 2002 (Unaudited).................................................F-6
Notes to Financial Statements................................................F-7




                                                                             F-1
<PAGE>


                         Report of Independent Auditors

The Partners
Spiderman Merchandising, L.P.

We have audited the accompanying balance sheet of Spiderman Merchandising,  L.P.
(the  Partnership)  as  of  March  31,  2003,  and  the  related  statements  of
operations,  partners' capital (deficit) and cash flows for the year then ended.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Spiderman  Merchandising,  L.P.
at March 31, 2003,  and the results of its operations and its cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States.



Los Angeles, California
June 23, 2003


                                                                             F-2
<PAGE>


                          Spiderman Merchandising, L.P.

                                 Balance Sheets

<TABLE>
<CAPTION>


                                                                                  March 31
                                                                           2004               2003
                                                                   ----------------------------------------
                                                                       (Unaudited)
<S>                                                                  <C>                 <C>

Assets
Current assets:
   Cash and cash equivalents                                         $      8,375,792    $     11,387,555
   Accounts receivable                                                      4,803,134           4,885,313
   Due from Marvel                                                                  -               4,143
                                                                   ----------------------------------------
Total current assets                                                       13,178,926          16,277,011
                                                                   ----------------------------------------
Total assets                                                         $     13,178,926    $     16,277,011
                                                                   ========================================

Liabilities and partners' capital
Current liabilities:
   Deferred revenues, current portion                                $      7,523,622    $      7,169,921
   Accrued liabilities                                                      1,899,927             458,647
   Accrued participations                                                     155,000             849,100
   Due to SPE                                                                  21,991              21,991
                                                                   ----------------------------------------
Total current liabilities                                                   9,600,540           8,499,659

Deferred revenues, net of current portion                                   2,500,000                   -

Commitments and contingencies

Partners' capital:
   Marvel                                                                     588,593           3,802,411
   SPE                                                                        489,793           3,974,941
                                                                   ----------------------------------------
Total partners' capital                                                     1,078,386           7,777,352
                                                                   ----------------------------------------
Total liabilities and partners' capital                              $     13,178,926    $     16,277,011
                                                                   ========================================
</TABLE>

See accompanying notes.


                                                                             F-3
<PAGE>


                          Spiderman Merchandising, L.P.

                            Statements of Operations

<TABLE>
<CAPTION>

                                                                     Year ended March 31
                                                         2004               2003                2002
                                                  -----------------------------------------------------------
                                                  (Unaudited)                               (Unaudited)
<S>                                                 <C>                <C>                <C>

Licensing income                                    $     26,905,524   $     45,467,152   $              -

Costs and expenses:
   Commissions                                            (1,732,147)        (1,689,796)                 -
   Withholding taxes                                        (530,236)          (633,762)                 -
   Participations                                           (435,100)          (849,100)                 -
   Advertising and other                                  (1,748,735)          (764,635)          (585,338)
                                                  -----------------------------------------------------------
                                                          (4,446,218)        (3,937,293)          (585,338)

Interest income                                               49,303            100,713             33,514
                                                  -----------------------------------------------------------
Net income (loss)                                   $     22,508,609   $     41,630,572   $       (551,824)
                                                  ===========================================================
</TABLE>

See accompanying notes.


                                                                             F-4
<PAGE>


                          Spiderman Merchandising, L.P.

                    Statements of Partners' Capital (Deficit)


<TABLE>
<CAPTION>

                                                        Marvel              SPE               Total
                                                  ---------------------------------------------------------
<S>                                                 <C>                <C>               <C>

Balance at March 31, 2001 (unaudited)               $      (379,103)   $      (379,104)  $      (758,207)
   Net loss                                                (275,912)          (275,912)         (551,824)
   Distributions to partners                             (1,578,822)        (1,578,166)       (3,156,988)
                                                  ---------------------------------------------------------
Balance at March 31, 2002 (unaudited)                    (2,233,837)        (2,233,182)       (4,467,019)
   Net income                                            20,815,286         20,815,286        41,630,572
   Distributions to partners                            (14,779,038)       (14,607,163)      (29,386,201)
                                                  ---------------------------------------------------------
Balance at March 31, 2003                                 3,802,411          3,974,941         7,777,352
   Net income                                            11,254,305         11,254,304        22,508,609
   Distributions to partners                            (14,468,123)       (14,739,452)      (29,207,575)
                                                  ---------------------------------------------------------
Balance at March 31, 2004 (unaudited)               $       588,593    $       489,793   $     1,078,386
                                                  =========================================================
</TABLE>

See accompanying notes.


                                                                             F-5
<PAGE>


                          Spiderman Merchandising, L.P.

                            Statements of Cash Flows


<TABLE>
<CAPTION>

                                                                              Year ended March 31
                                                                  2004               2003               2002
                                                           ----------------------------------------------------------
                                                              (Unaudited)                            (Unaudited)
<S>                                                          <C>               <C>                 <C>

Operating activities
Net income (loss)                                            $    22,508,609   $    41,630,572     $       (551,824)
Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
     Changes in operating assets and liabilities:
       Decrease (increase) in accounts receivable                     82,179        (4,885,313)                   -
       Decrease (increase) in due from Marvel                          4,143            (4,143)                   -
       Increase in deferred revenues                               2,853,701         2,422,361            3,242,560
       Increase (decrease) in accrued liabilities                  1,441,280           458,647             (600,643)
       (Decrease) increase in accrued participations                (694,100)          849,100                    -
       (Decrease) in due to SPE                                            -          (135,573)                   -
                                                           ----------------------------------------------------------
Net cash provided by operating activities                         26,195,812        40,335,651            2,090,093

Financing activities
Amount paid to Marvel                                            (14,468,123)      (14,779,038)          (1,578,822)
Amount paid to SPE                                               (14,739,452)      (14,607,163)          (1,578,166)
                                                           ----------------------------------------------------------
Net cash used in financing activities                            (29,207,575)      (29,386,201)          (3,156,988)
                                                           ----------------------------------------------------------

Net (decrease) increase in cash and cash equivalents              (3,011,763)       10,949,450           (1,066,895)
Cash and cash equivalents at beginning of year                    11,387,555           438,105            1,505,000
                                                           ----------------------------------------------------------
Cash and cash equivalents at end of year                     $     8,375,792   $    11,387,555     $        438,105
                                                           ==========================================================
</TABLE>

See accompanying notes.


                                                                             F-6
<PAGE>


                          Spiderman Merchandising, L.P.

                          Notes to Financial Statements

                                 March 31, 2004


1. Organization and Summary of Significant Accounting Policies

Organization

Spiderman   Merchandising,   L.P.  (the   Partnership)  is  a  Delaware  limited
partnership.  SPE Spider-Man GP Inc. and Marvel  Characters,  Inc.  (Marvel) are
general  partners  and Sony  Pictures  Entertainment  Inc.  (SPE) and Marvel are
limited partners of the Partnership.  The Partnership was formed on February 22,
1999 in  conjunction  with SPE and Marvel  entering  into the  February 22, 1999
license agreement (License Agreement) to pursue licensing opportunities relating
to characters  based upon movies or television  shows  featuring  Spider-Man and
produced by SPE.

The term of the partnership is perpetual and cannot be dissolved,  liquidated or
wound-up  without the unanimous  written consent of all of the partners.  During
the periods  covered by these  financial  statements,  Marvel was entitled to an
amount  (Marvel LP Share)  equal to (A) the total of (1) 50% of LP Net  Receipts
(if LP Net Receipts is a positive  amount),  as defined,  plus (2) the Marvel LP
Distribution Fees, as defined,  plus (3) the Marvel Third Party LP Costs if any,
as defined, less (B) the Unrecouped SPE Merchandising Participation, as defined.
SPE was entitled to an amount (SPE LP Share) equal to the total of (A) 50% of LP
Net Receipts plus (B) the SPE LP Distribution Fees, as defined, plus (C) the SPE
Third Party LP Costs if any, as defined, plus (D) the SPE Third Party Royalties,
as  defined,   plus  (E)  the  amount  of  the  Unrecouped   SPE   Merchandising
Participation which is deducted from Marvel's LP Share. On May 21, 2004, SPE and
Marvel settled  various  disputed  matters  described in Note 2 to the financial
statements and altered the  distribution  of LP Net Receipts  effective April 1,
2004.

The Partnership  distributes the Marvel LP Share and SPE LP Share on a quarterly
basis.

The Partnership maintains a fiscal year end of March 31.

The accompanying  unaudited financial  statements of the Partnership as of March
31, 2004 and for the years  ended March 31, 2004 and 2002 have been  prepared in
accordance with accounting  principles  generally accepted in the United States.
In the  opinion  of  management,  all  adjustments  consisting  only  of  normal
recurring  accruals  necessary to present  fairly the financial  position of the
Partnership  at March 31, 2004 and the results of its  operations  for the years
ended March 31, 2004 and 2002 have been included.


                                                                             F-7
<PAGE>


                          Spiderman Merchandising, L.P.

                    Notes to Financial Statements (continued)


1. Organization and Summary of Significant Accounting Policies (continued)

Cash Equivalents

The Partnership considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

Concentration of Credit Risk and Fair Value of Financial Instruments

Financial instruments which potentially subject the Partnership to concentration
of credit risk consist principally of cash equivalents and accounts receivables.
The Partnership places its cash equivalents with high credit,  quality financial
institutions.  The  Partnership  has not incurred  any losses  relating to these
investments.

The  Partnership  licenses  characters  based upon  movies or  television  shows
featuring  Spider-Man  worldwide.   The  Partnership  performs  periodic  credit
evaluations  of  its  customers'   financial  condition  and  does  not  require
collateral.

Financial  instruments  are carried at historical cost which  approximates  fair
value due to their short term maturities.

Revenue Recognition

Licensing  income is  initially  recorded at an amount equal to the value of the
minimum  guaranteed  royalty  payments,  at the  time  licensed  characters  are
available to the  licensee,  and  collection is  reasonably  assured.  Royalties
earned in excess of the guaranteed minimums,  if any, are recorded when reported
to the Partnership by licensees.

In the event that any of the above  conditions are not met, the Partnership will
defer the recognition of revenue,  including  amounts  received as nonrefundable
minimum guarantees, until all of the conditions for revenue recognition are met.
Deferred  revenues  recorded in the accompanying  balance sheets reflect amounts
received by the  Partnership  prior to the  conditions  for revenue  recognition
being met.

Income Taxes

The Partnership is not subject to Federal or State of California  incomes taxes,
and  accordingly,  no  provision  for  income  taxes has been  reflected  in the
accompanying financial statements.


                                                                             F-8
<PAGE>


                          Spiderman Merchandising, L.P.

                    Notes to Financial Statements (continued)


1. Organization and Summary of Significant Accounting Policies (continued)

Related Party Transactions

During the periods covered by these financial statements, the Partnership shared
office space and certain general and administrative  services with SPE. Pursuant
to the License Agreement,  no shared general and administrative  costs have been
allocated to the  Partnership.  Amounts due to SPE represent  costs  incurred on
behalf of the  Partnership.  During the years ended March 31, 2004 and 2003, the
Partnership  earned  licensing  income of  approximately  $33,000  and  $66,000,
respectively, from Marvel Enterprises, Inc., the parent of Marvel.

Participations Expenses

Pursuant to the License Agreement,  the Partnership is obligated to make royalty
payments to various  participants  associated with the Spider-Man  movies.  Such
participation   obligations  are  expensed  when  related  licensing  income  is
recognized.

Advertising Expenses

Advertising costs are expensed in the period incurred. Advertising expenses were
approximately  $1,635,000,  $750,000  and $575,000 for the years ended March 31,
2004, 2003 and 2002, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Significant Customers

For the year ended March 31, 2003, the Partnership  earned licensing income from
one customer of $11,281,200 which represented approximately 25% of the licensing
income earned by the Partnership. As of March 31, 2003, accounts receivable from
the  Partnership's  top two customers  represented  an aggregate of 30% of total
accounts receivable.


                                                                             F-9
<PAGE>



                          Spiderman Merchandising, L.P.

                    Notes to Financial Statements (continued)



2. Legal Matter

During  February  2003,  Marvel filed a legal  complaint  concerning the License
Agreement  with SPE.  On April  21,  2003 SPE  filed a  cross-complaint.  In the
complaint  and  cross-complaint  the  parties'  allegations  included  breach of
contract,  fraud,  and breach of  fiduciary  duty.  On May 21,  2004,  the above
litigation was settled  between Marvel and SPE without payment by, or to, either
party. The settlement had no impact on the Partnership's financial statements as
of March 31, 2004 or for the year then ended.


                                                                            F-10