EXHIBIT  10.1

                                 FIRST AMENDMENT

                           Dated as of March 21, 2000

       This FIRST AMENDMENT among MARVEL ENTERPRISES, INC. (the "Borrower"), the
GUARANTORS party hereto, the LENDERS party hereto and CITIBANK,  N.A., as Agent,
Collateral Agent and Issuer.

                             PRELIMINARY STATEMENTS:

       (1) The Borrower, the Guarantors,  the Lenders, the Agent, the Collateral
Agent and Issuer have entered into a Credit  Agreement dated as of April 1, 1999
(the "Credit Agreement").  Unless otherwise defined herein, the terms defined in
the Credit Agreement are used herein as therein defined.

       (2) The parties have agreed to amend the Credit  Agreement as hereinafter
set forth.

       NOW,  THEREFORE,  IN  CONSIDERATION  OF THE PREMISES,  THE PARTIES HERETO
AGREE AS FOLLOWS

         SECTION  1.  Amendment  to Credit  Agreement.  Article 5 of the  Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the  conditions  precedent set forth in Section 2, hereby  amended by adding the
following proviso prior to the colon at the end of the preamble to such Article:

               ";  provided  that the  financial  covenants  contained  in
               Sections 5.13,  5.14 and 5.15 will not be tested so long as
               (i)  the  Total   Outstanding   Amounts   does  not  exceed
               $20,000,000  and (ii) the  Borrowing  Base  less the  Total
               Outstanding Amount exceeds $20,000,000".

         SECTION 2.  Conditions  of  Effectiveness.  This First  Amendment  will
become  effective when the Agent shall have received  counterparts of this First
Amendment executed by the Borrower, the Guarantors and the Required Lenders.

         SECTION 3. Representations and Warranties of the Borrower. The Borrower
and each Guarantor represents and warrants as follows:

       (a)  After   giving   effect  to  this  First   Amendment,   all  of  the
representations  and warranties  contained in Article 4 of the credit  agreement
and in other Loan Documents will be true in all material respects.


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       (b) After giving effect to this First  Amendment,  no Default or Event of
Default shall have occurred and be continuing.

         SECTION 4. Reference to and Effect on the Loan Documents.  (a) Upon the
effectiveness  of this  First  Amendment,  on and  after  the date  hereof  each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", or
words of like import  referring to the Credit  Agreement,  and each reference in
the other Loan Documents to "the Credit Agreement",  "thereunder",  thereof", or
words of like  import  referring  to the  Credit  Agreement,  will mean and be a
reference to the Credit Agreement as amended hereby.

         (b) Except as specifically  amended above, the Credit Agreement and all
other Loan  Documents  are and will  continue to be in full force and effect and
are  hereby  in all  respects  ratified  and  confirmed.  Without  limiting  the
generally  of the  foregoing,  the  Loan  Documents  and  all of the  Collateral
described  therein do and will continue to secure the payment of all obligations
of the Borrower and the Guarantors under the Credit Agreement, the Notes and the
other Loan Documents, in each case as amended hereby.

         (c) The execution,  delivery and  effectiveness of this First Amendment
will not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents,  nor
constitute a waiver of any provision of any of the Loan Documents.

         SECTION 5.  Execution  in  Counterparts.  This First  Amendment  may be
executed  in any  number of  counterparts,  each of which when so  executed  and
delivered will be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.

       SECTION 6. Governing  Law. This First  Amendment will be governed by, and
construed in accordance with, the laws of the State of New York.

         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be  executed  by their  respective  authorized  officers as of the date first
above written.

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                  MARVEL ENTERPRISES, Inc.
                           as Borrower

                  By:s/Alllen S. Lipson
                     -------------------------
                     Name: Allen S. Lipson
                     Title:   Executive Vice President

                  MARVEL ENTERTAINMENT GROUP, INC.
                           as Guarantor

                  By: S/Allen S. Lipson
                      -----------------------
                      Name: Allen S. Lipson
                      Title: Vice President

                  MEI HOLDING COMPANY S CORP.,
                           as Guarantor

                  By: s/Allen S. Lipson
                      -----------------------
                      Name: Allen S. Lipson
                      Title: Vice President

                  MEI HOLDING COMPANY F CORP.,
                           as Guarantor

                  By: s/Allen S. Lipson
                      -----------------------
                      Name: Allen S. Lipson
                      Title: Vice President

                  MARVEL CHARACTERS, INC.,
                           as Guarantor

                  By: s/Allen S. Lipson
                      -----------------------
                      Name: Allen S. Lipson
                      Title: Vice President

                  MARVEL RESTURANT VENTURE CORP.,
                           as Guarantor

                  By: s/Allen S. Lipson
                      -----------------------
                      Name: Allen S. Lipson
                      Title: Vice President

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                  MRV, INC., as Guarantor

                  By: s/Allen S. Lipson
                      -----------------------
                      Name: Allen S. Lipson
                      Title: Vice President

                  CITBANK, N.A. as Agent and Collateral Agent

                  By: s/Miles D. McManus
                      ---------------------
                      Name: Miles D. McManus
                      Title: Vice President

                  CITBANK, N.A. as Issuer

                  By: s/Miles D. McManus
                      ---------------------
                      Name: Miles D. McManus
                      Title: Vice President

                  CITBANK, N.A. as Lender

                  By: s/Miles D. McManus
                      ---------------------
                      Name: Miles D. McManus
                      Title: Vice President

                  HELLER FINANCIAL, INC., as Lender

                  By: s/Tara Urobel
                      -----------------------
                      Name:    Tara Urobel
                      Title: Vice President

                  AMSOUTH BANK, as Lender

                  By: s/Patrick R. Brocker
                      -----------------------
                      Name: Patrick R. Brocker
                      Title: Attorney-In-Fact


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