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, 2002

                                       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:

                     8% Cumulative Convertible Exchangeable
                    Preferred Stock, par value $.01 per share
                            12% Senior Notes due 2009

       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. |X|

        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 28, 2002, the
last  business day of the  Registrant's  most recently  completed  second fiscal
quarter, was $112,263,724 based on a price of $5.48 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 17, 2003, there
were 61,545,753 outstanding shares of the Registrant's common stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

        The  information  required  by Part III  (Items  10,  11,  12 and 13) is
incorporated  by reference from the  Registrant's  definitive  proxy  statement,
which the Registrant intends to file 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 to  replace  the
certifications  of our President and Chief Executive Officer and Chief Financial
Officer  filed as Exhibits  99.1 and 99.2  respectively.  The date and signature
lines on the  certifications  were  inadvertently  left  blank  in the  original
filing.  All other  information  contained in our original Annual Report on Form
10-K for the fiscal year ended December 31, 2002 remains unchanged.



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

  (a)     Documents Filed with this Report

          1.   Financial Statements
          See the Index to Financial Statements and Financial Statement Schedule
on page F-1 in our original Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 filed with the Commission on March 21, 2003.


          2.   Financial Statement Schedule
          See the Index to Financial Statements and Financial Statement Schedule
on page F-1 in our original Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 filed with the Commission on March 21, 2003.

          3.   Exhibits
          See the accompanying Exhibit Index immediately below.

  (b)     Reports on Form 8-K.

               During the last quarter of 2002, the Company filed the following
Current Reports on Form 8-K:

               1.   Current Report on Form 8-K dated October 4, 2002, reporting
                    Items 5 and 7.
               2.   Current Report on Form 8-K dated November 22, 2002,
                    reporting Items 5 and 7.

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

                                  EXHIBIT INDEX


Exhibit No.
-----------

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  Company'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.  (Incorporated  by  reference  to Exhibit 2.2 of the
      Company's  Annual  Report on Form 10-K for the year ended  December  31,
      1998.)

3.1   Restated  Certificate  of  Incorporation.  (Incorporated  by  reference to
      Exhibit 4.1 of the Company'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   Certificate  of Amendment of the Restated  Certificate  of  Incorporation.
      (Incorporated  by reference to Exhibit 3.2 of the Company's  Annual Report
      on Form 10-K for the year ended December 31, 2001.)

3.3   Amended and Restated Bylaws.  (Incorporated by reference to Exhibit 3.3
      of  the Company's Annual Report on Form 10-K for the year ended
      December 31, 2001.)


<PAGE>


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   Rights  Agreement,  dated as of August 22,  2000,  between the Company and
      American  Stock  Transfer & Trust  Company as Rights  Agent,  defining the
      rights of holders of Preferred  Share Purchase  Rights.  (Incorporated  by
      reference to Exhibit 4.2 of the Company's Current Report on Form 8-K dated
      August 22, 2000 and filed with the Securities  and Exchange  Commission on
      September 12, 2000.)

4.4   Amendment  to Rights  Agreement,  dated as of November  30,  2001,  by and
      between the Company and American  Stock Transfer & Trust Company as Rights
      Agent. (Incorporated by reference to Exhibit 10.9 of the Company's Current
      Report  on Form 8-K  dated  and filed  with the  Securities  and  Exchange
      Commission on December 4, 2001.)

4.5   Amendment No. 2 to Rights  Agreement,  dated as of October 7, 2002, by and
      between the Company and American  Stock Transfer & Trust Company as Rights
      Agent. (Incorporated by reference to Exhibit 10.1 of the Company's Current
      Report on Form 8-K dated October 4, 2002 and filed with the Securities and
      Exchange Commission on October 7, 2002.)

4.6   Indenture,  dated as of February 25, 1999,  defining the rights of holders
      of 12% senior notes due 2009. (Incorporated by reference to Exhibit 4.2 of
      the Company's  Annual Report on Form 10-K for the year ended  December 31,
      1998.)

4.7   Warrant  Agreement,  dated as of  November  30,  2001,  by and between the
      Company and HSBC  Securities  (USA),  Inc.  (Incorporated  by reference to
      Exhibit 4.1 to the  Company's  Current  Report on Form 8-K dated and filed
      with the Securities and Exchange Commission on December 4, 2001.)

4.8   Warrant  Agreement,  dated as of  November  30,  2001,  by and between the
      Company and Isaac Perlmutter  (Incorporated by reference to Exhibit 4.2 to
      the  Company's  Current  Report  on Form  8-K  dated  and  filed  with the
      Securities and Exchange Commission on December 4, 2001.)

10.1  Credit  Agreement.  dated as of  November  30,  2001,  by and  between the
      Company and HSBC Bank USA.  (Incorporated  by reference to Exhibit 10.1 to
      the  Company's  Current  Report  on Form  8-K  dated  and  filed  with the
      Securities and Exchange Commission on December 4, 2001.)

10.2  Pledge and Security  Agreement,  dated as of November  30, 2001,  from the
      Company and other grantors referred to therein, as Grantors,  to HSBC Bank
      USA, as administrative  agent.  (Incorporated by reference to Exhibit 10.2
      to the  Company's  Current  Report on Form 8-K  dated  and filed  with the
      Securities and Exchange Commission on December 4, 2001.)

10.3  Subsidiary Guaranty,  dated as of November 30, 2001, in favor of HSBC Bank
      USA, as administrative  agent.  (Incorporated by reference to Exhibit 10.3
      to the  Company's  Current  Report on Form 8-K  dated  and filed  with the
      Securities and Exchange Commission on December 4, 2001.)

10.4  Personal  Guaranty by Isaac Perlmutter in favor of HSBC Bank USA, dated as
      of November  30, 2001.  (Incorporated  by reference to Exhibit 10.4 to the
      Company's  Current  Report on Form 8-K dated and filed with the Securities
      and Exchange Commission on December 4, 2001.)

10.5  Stockholders  Agreement,  dated as of October  1,  1998,  by and among the
      Company,  Avi Arad,  the  Dickstien  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  Company's  Current  Report on Form 8-K/A
      dated and filed with the Securities and Exchange Commission on October 16,
      1998.)

10.6  Agreement,  dated  as of  October  4,  2002,  to  Terminate  Stockholders'
      Agreement,  dated as of October 1, 1998,  among the Company and various of
      its  stockholders.  (Incorporated  by  reference  to  Exhibit  10.2 of the


<PAGE>


      Company's  Current Report on Form 8-K dated October 4, 2002 and filed with
      the Securities and Exchange Commission on October 7, 2002.)

10.7  Registration  Rights Agreement,  dated as of October 1, 1998, by and among
      the Company,  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  Company's  Current  Report on Form 8-K/A
      dated and filed with the Securities and Exchange Commission on October 16,
      1998.)

10.8  Registration Rights Agreement,  dated as of December 8, 1998, by and among
      the Company, Marvel Entertainment Group, Inc., Avi Arad, Isaac Perlmutter,
      Isaac Perlmutter  T.A., The Laura & Isaac Perlmutter  Foundation Inc., and
      Zib Inc.  (Incorporated  by  reference  to Exhibit  10.4 of the  Company's
      Annual Report on Form 10-K for the year ended December 31, 1998.)

10.9  Registration  Rights Agreement,  dated February 25, 1999, by and among the
      Company,  certain  subsidiaries  of  the  Company,  Morgan  Stanley  & Co.
      Incorporated  and Warburg Dillon Read LLC.  (Incorporated  by reference to
      Exhibit  10.5 of the  Company's  Annual  Report  on Form 10-K for the year
      ended December 31, 1998.)

10.10 Warrant  Shares  Registration  Right  Agreement,  dated as of November 30,
      2001, by and between the Company and Isaac  Perlmutter.  (Incorporated  by
      reference  to Exhibit  10.5 to the  Company's  Current  Report on Form 8-K
      dated and filed with the Securities and Exchange Commission on December 4,
      2001.)

10.11 Sublease,  dated as of June 9, 2000 between HSBC Bank USA and the Company,
      as  amended  by First  Amendment  to  Sublease  dated  December  1,  2000.
      (Incorporated by reference to Exhibit 10.10 of the Company's Annual Report
      on Form 10-K for the year ended December 31, 2000.)

10.12 Master License  Agreement,  dated as of April 30, 1993, between Avi Arad &
      Associates and the Company. (Incorporated by reference to Exhibit 10.21 to
      the Company's Registration Statement on Form S-1, File No 33-87268.)

10.13 Separation  Agreement made on July 16, 1999 by and between Eric Ellenbogen
      and  the  Company.  (Incorporated  by  reference  to  Exhibit  10.3 of the
      Company's  Quarterly  Report on Form 10-Q for the  quarter  ended June 30,
      1999.)*

10.14 Employment  Agreement between the Company and F. Peter Cuneo,  dated as of
      July 19, 1999. (Incorporated by reference to Exhibit 10.4 of the Company's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.)*

10.15 Amendment to Employment Agreement,  dated as of December 2, 2002, by and
      between the Company and F. Peter Cuneo.* ++

10.16 Employment  Agreement,  dated as of September 30, 1998, by and between Avi
      Arad and the Company.  (Incorporated  by reference to Exhibit 10.14 of the
      Company's  Annual  Report on Form  10-K for the year  ended  December  31,
      1998.)*

10.17 Amendment  to  Employment  Agreement  with Avi Arad  dated  January  2001.
      (Incorporated by reference to Exhibit 10.14 of the Company's Annual Report
      on Form 10-K for the year ended December 31, 2001.)*

10.18 Employment  Agreement  by and between  the Company and Alan Fine,  dated
      as of August 13, 2001.* ++

10.19 Employment  Agreement,  dated as of October 29, 1999,  between the Company
      and Richard  Ungar.  (Incorporated  by reference  to Exhibit  10.19 to the
      Company's  Annual  Report on Form  10-K for the year  ended  December  31,
      1999.)*


<PAGE>


10.20 Amendment to Employment Agreement,  dated as of April 9, 2002, between the
      Company and Richard Ungar.  (Incorporated  by reference to Exhibit 10.1 to
      the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
      2002.)*

10.21 Loan Out Agreement,  dated as of October 29, 1999, between the Company and
      Brentwood Television Funnies,  Inc.  (Incorporated by reference to Exhibit
      10.20 to the  Company's  Annual  Report  on Form  10-K for the year  ended
      December 31, 1999.)*

10.22 Employment  Agreement,  dated as of October 29, 1999,  between the Company
      and Allen S. Lipson.  (Incorporated  by reference to Exhibit  10.21 to the
      Company's  Annual  Report on Form  10-K for the year  ended  December  31,
      1999.)*

10.23 Amendment No. 1 to Employment Agreement,  dated as of November 21, 2002,
      by and between the Company and Allen S. Lipson.* ++

10.24 Amended and  Restated  Employment  Agreement,  dated as of November  21,
      2002, by and between the Company and Allen S. Lipson.* ++

10.25 Employment  Agreement,  dated as of January 26, 2000,  between the Company
      and  Bill  Jemas.  (Incorporated  by  reference  to  Exhibit  10.22 to the
      Company's  Annual  Report on Form  10-K for the year  ended  December  31,
      1999.)*

10.26 Employment  Agreement,  dated as of November 30, 2001,  by and between the
      Company and Isaac Perlmutter.  (Incorporated by reference to  Exhibit 10.6
      to the Company's Current Report on Form  8-K  dated  and  filed  with  the
      Securities and Exchange Commission on December 4, 2001.)*

10.27 Employment  Agreement,  dated as  of  May 28,  2002,  by and  between  the
      Company and Kenneth P. West.* ++

10.28 Employment  Agreement,  dated as of November 30, 1998, between the Company
      and Stan Lee.  (Incorporated by reference to Exhibit 10.1 to the Company's
      Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.)*

10.29 1998 Stock  Incentive Plan.  (Incorporated  by reference to Annex A of the
      Company's Information Statement on Schedule 14C, filed with the Securities
      and Exchange Commission on December 30,1998.)*

10.30 Amendment  No.  1 to the  1998  Stock  Incentive  Plan.  (Incorporated  by
      reference to Appendix D of the Company's  Proxy Statement on Schedule 14A,
      filed with the Securities and Exchange Commission on January 3, 2003.)*

10.31 Nonqualified Stock Option Agreement, dated as of November 30, 2001, by and
      between the Company and Isaac  Perlmutter.  (Incorporated  by reference to
      Exhibit 10.7 to the Company's  Current  Report on Form 8-K dated and filed
      with the Securities and Exchange Commission on December 4, 2001).

10.32 Amended  and  Restated  Proxy  and  Stock  Option  Agreement,  dated as of
      November 19, 1997, among the Company,  Isaac Perlmutter,  Isaac Perlmutter
      T.A.  and Zib Inc.  (Incorporated  by  reference  to  Exhibit  10.1 to the
      Company's Current Report on Form 8-K dated November 24, 1997).

10.33 Amended  and  Restated  Proxy  and  Stock  Option  Agreement,  dated as of
      November  19,  1997,  between the Company and Avi Arad.  (Incorporated  by
      reference  to Exhibit  10.2 to the  Company's  Current  Report on Form 8-K
      dated November 24, 1997.)

10.34 Voting  Agreement,  dated  as of  November  30,  2001,  by and  among  the
      Registrant, Avi Arad, Isaac Perlmutter, Morgan Stanley & Co. Incorporated,
      and Whippoorwill Associates, Incorporated, as agent and/or general partner
      for its discretionary accounts. (Incorporated by reference to Exhibit 10.8
      to the  Company's  Current  Report on Form 8-K  dated  and filed  with the
      Securities Exchange Commission on December 4, 2001.)


<PAGE>


10.35 Notes  Purchase  Agreement,  dated as of November 30, 2001, by and between
      the Registrant and Isaac Perlmutter. (Incorporated by reference to Exhibit
      10.10 to the Company's Current Report on Form 8-K dated and filed with the
      Securities Exchange Commission on December 4, 2001.)

10.36 Waiver  Agreement,  dated  as of May 14,  2001,  among  the  Company,  the
      guarantors party thereto, the lenders party thereto and Citibank, N.A., as
      Agent, Collateral Agent and Issuer.  (Incorporated by reference to Exhibit
      10.1 to the Company's  Quarterly Report on Form 10-Q for the quarter ended
      March 31, 2001.)

10.37 Copyright  Security  Agreement,  dated  as of May  14,  2001,  made by the
      Company and the guarantors party thereto,  in favor of Citibank,  N.A., as
      Collateral  Agent.  (Incorporated  by  reference  to  Exhibit  10.2 to the
      Company's  Quarterly  Report on Form 10-Q for the quarter  ended March 31,
      2001.)

10.38 Security  Agreement  dated as of May 14, 2001, made by the Company and the
      guarantors party thereto, in favor of Citibank, N.A., as Collateral Agent.
      (Incorporated  by  reference to Exhibit  10.3 to the  Company's  Quarterly
      Report on Form 10-Q for the quarter ended March 31, 2001.)

10.39 Agreement  (concerning  letters of credit) dated August 23, 2001,  between
      Object   Trading   Corp.,   the  Company  and  Marvel   Characters,   Inc.
      (Incorporated  by  reference to Exhibit  10.1 to the  Company's  Quarterly
      Report on Form 10-Q for the quarter ended September 30, 2001.)

21    Subsidiaries of the Registrant. ++

23.1  Consent of Independent Auditors. ++

23.2  Consent of Independent Auditors. ++

23.3  Consent of Independent Auditors. ++

24    Power of attorney. ++

99.1  Certification  by Chief  Executive  Officer  pursuant to  Sarbanes-Oxley
      Act.+

99.2  Certification  by Chief  Financial  Officer  pursuant to  Sarbanes-Oxley
      Act.+

*Management contract or compensatory plan or arrangement.

+   Filed herewith.

++  Previously  filed on the Company's  Annual Report on Form 10-K for
the year ended December 31, 2002, filed with the Commission on March 21, 2003.


<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
                                           President and Chief Executive Officer
                                           Date: March 21, 2003

<TABLE>
<CAPTION>

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

<S>                 <C>                                                    <C>
/s/                 President and Chief Executive Officer                  March 21, 2003
------------        (principal executive officer)
Allen S. Lipson

      *             Chief Financial Officer                                March 21, 2003
-------------       (principal financial and accounting officer)
Kenneth P. West

      *             Chairman of the Board of Directors                     March 21, 2003
------------
Morton E. Handel

      *             Director, Vice Chairman of the Board of Directors      March 21, 2003
------------
Isaac Perlmutter

      *             Director                                               March 21, 2003
------------
F. Peter Cuneo

      *             Director                                               March 21, 2003
------------
Avi Arad

      *             Director                                               March 21, 2003
------------
Sid Ganis

      *             Director                                               March 21, 2003
------------
Richard Solar

      *             Director                                               March 21, 2003
------------
James F. Halpin

      *             Director                                               March 21, 2003
------------
Lawrence Mittman


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


<PAGE>


                                  CERTIFICATION
                                  -------------


I, Allen S. Lipson, president and chief executive officer of the registrant,
certify that:

1. I have reviewed this annual report on Form 10-K, of Marvel Enterprises, Inc.;

2. Based on my knowledge, this annual report on Form 10-K does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by the
annual report, as amended;

3. Based on my knowledge, the financial statements, and other financial
information included in the annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in the annual report, as
amended;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which the annual report, as amended, is
     being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of the
     annual report, as amended (the "Evaluation Date"); and

     c) presented in the annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6. The registrant's other certifying officers and I have indicated in the
original annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: March 21, 2003
                                   /s/
                                  --------------------------------
                                  Allen S. Lipson
                                  President and Chief Executive Officer
                                  (principal executive officer)


<PAGE>


                                  CERTIFICATION
                                  -------------


I, Kenneth P. West, chief financial officer of the registrant, certify that:

1. I have reviewed this annual report on Form 10-K of Marvel Enterprises, Inc.;

2. Based on my knowledge, this annual report on Form 10-K does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by the
annual report, as amended;

3. Based on my knowledge, the financial statements, and other financial
information included in the annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in the annual report, as
amended;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report, as amended is
     being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of the
     annual report, as amended (the "Evaluation Date"); and

     c) presented in the annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6. The registrant's other certifying officers and I have indicated in the
original annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: March 21, 2003

                                   /s/
                                  --------------------------------
                                  Kenneth P. West
                                  Chief Financial Officer
                                  (principal financial officer)


<PAGE>


                                                                    Exhibit 99.1


          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection  with the Annual Report on Form 10-K of Marvel  Enterprises,
Inc. (the  "Company")  for the fiscal year ended December 31, 2002 as filed with
the  Securities  and Exchange  Commission on March 21, 2003 (the  "Report"),  I,
Allen S. Lipson, President and Chief Executive Officer of the Company,  certify,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley  Act of  2002,  that:  (1) the  Report  fully  complies  with the
requirements  of section 13(a) or 15(d) of the Securities  Exchange Act of 1934;
and (2) the Information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

                                  /s/
                                  --------------------------------
                                  Allen S. Lipson
                                  President and Chief Executive Officer
                                  March 20, 2003


<PAGE>


                                                                    Exhibit 99.2


          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection  with the Annual Report on Form 10-K of Marvel  Enterprises,
Inc. (the  "Company")  for the fiscal year ended December 31, 2002 as filed with
the  Securities  and Exchange  Commission on March 21, 2003 (the  "Report"),  I,
Kenneth P. West, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002,  that:  (1) the Report  fully  complies  with the  requirements  of
section  13(a) or  15(d) of the  Securities  Exchange  Act of 1934;  and (2) the
Information  contained in the Report fairly presents,  in all material respects,
the financial condition and results of operations of the Company.

                                   /s/
                                  --------------------------------
                                  Kenneth P. West
                                  Chief Financial Officer
                                  March 20, 2003