Exhibit 99.2


                        MARVEL ENTERPRISES INCORPORATED
                       Fiscal 2003 Second Quarter Results

                             Moderator: Allen Lipson
                                 August 12, 2003
                                   9:00 am EDT


Operator:      Ladies and  gentlemen,  thank you for standing by. Welcome to the
               Marvel  Enterprises  Second Quarter  conference call.  During the
               presentation all participants will be in a listen-only mode.

               Afterwards we will conduct a question and answer session. At that
               time if you have a question  please press the one followed by the
               four on your telephone.

               As a reminder,  this conference is being recorded Tuesday, August
               12,  2003.  I would now like to turn the  conference  over to Mr.
               Allen  Lipson,  President and Chief  Executive  Officer of Marvel
               Enterprises Incorporated. Please go ahead, sir.

Allen Lipson:  Thank you,  operator.  Welcome to  Marvel's  Fiscal  2003  Second
               Quarter  conference call. On the call with me today are Ken West,
               our  CFO,  Alan  Fine,  head  of  our  toy  operations  and  also
               responsible  for  overseeing  our major toy  licensee,  and Peter
               Cuneo, Vice Chairman.

               Since Bill Jemas is unfortunately not able to be with us since he
               is away on a business trip in China I've asked also to attend Gui
               Karyo,  Executive V.P. of Operations and Joe Quesada,  Editor and
               Chief of Marvel Comics.

               Finally, Avi Arad, CEO of Marvel Studios will not be able to join
               us today since he is on his way back from Israel  after  visiting
               his mother who is extremely ill.

               On  today's  call we plan to make  our  comments  as  concise  as
               possible and allow  generous  time for Q&A.  Before we get to the
               heart of the call  Matt  Finick  will  present  a few  cautionary
               comments.

Matt Finick:   Good morning.  Certain  statements  that the company will make on
               this phone call and webcast are  forward-looking  statements  and
               involve  risks  and  uncertainties  such  as  statements  of  the
               company's plans, goals, objectives, expectations, intentions, and
               financial guidance.

               Participants  on this phone call and webcast are  cautioned  that
               while the  forward-looking  statements reflect the company's good
               faith beliefs they are not guarantees of future  performance  and
               involve  known  and  unknown  risks  and  uncertainties,  and the
               company's  actual  results  could  differ  materially  from those
               discussed on this phone call.

               Certain  of  these  factors  could  cause or  contribute  to such
               differences  are  described  in  today's  news  announcement  and
               company's  filings with the Securities  and Exchange  Commission,
               including  the  company's  annual  report on Form  10-K,  quarter
               reports on Form 10-Q, and current reports on Form 8-K.

               Also,  today's  call and webcast may include  non-GAAP  financial
               measures within the meaning of SEC Regulation G. A reconciliation
               of  all  non-GAAP   financial   measures  to  the  most  directly
               comparable   financial  measures   calculated  and  presented  in
               accordance  with GAAP can be found in the press  release that was
               issued this  morning.  Marvel  assumes no  obligation to publicly
               update or revise any forward-looking statements. Thank you.

Allen Lipson:  Thanks,  Matt. I would now like to turn the call over to our CFO,
               Ken West,  for a review of the quarterly  financials,  as well as
               our updated and new financial guidance. Ken?

Ken West:      Thank you, Allen. Good morning. We have improved economic results
               to discuss, but I'll try to limit my remarks to highlights of the
               quarter so as to provide some color for the remainder of the year
               and initial guidance for 2004.

               Consolidated  net revenue was up in the second quarter versus the
               prior year  second  quarter to $90  million.  Revenues  increased
               strongly for both licensing and publishing  segments  whereas toy
               sales were down as expected.  Consolidated  gross  profit  nearly
               doubled to $73  million,  reflecting  a gross  profit  percentage
               improvement  from 51% to 81% of net sales caused by the influence
               of high margin  licensing income during the quarter and lower toy
               sales.

               Consolidated  SG&A is up over the second  quarter of '02 and as a
               percent of net revenues SG&A has  increased  from 30% to 35%. Now
               included in SG&A are accruals for estimated  studio  royalties of
               approximately  $13 million,  representing  the  estimated  studio
               share of  merchandise  licensing  associated  with various  movie
               projects already released.

               Going  forward,  we  are  simplifying  our  economic  performance
               measurement  to the GAAP  measurement  referred  to as  operating
               income to replace  references to the non-GAAP measure referred to
               as EBITDA,  which is intended to streamline our future reporting.
               And as you can see on the last page of today's  earnings  release
               there is nearly a page of reconciling  tables by division  simply
               identifying  that  the only  reconciling  difference  for  Marvel
               between  EBITDA  and  operating  income  is  depreciation,  which
               amounts to approximately $3.5 million per year.

               Operating  income for the second  quarter  has more then  doubled
               that  of  the  second   quarter  of  '02  from  $20   million  to
               approximately  $43  million  and  to  repeat  for  Marvel  EBITDA
               translates  to operating  income after  deducting  the  company's
               depreciation  charges,  which again amount to approximately  $3.5
               million per year.

               The quarter's results include the initial  merchandise  licensing
               effort  associated with The Hulk both domestically and abroad and
               continued  license  income - associated  with toy royalties  from
               strong, classic Hulk toy sales.

               During the second  quarter we also  recognized  our half share of
               the  Spider-Man:  The Movie  joint  venture  entities'  collected
               overages, which amounts approximated $2.1 million.  Additionally,
               we  experience a record of reported  overages  during the quarter
               contributing  over $6 million in licensing  income above original
               estimates; a difficult elements to forecast.

               Net income amounted to $32.7 million as compared to net income of
               $8.4 million last year second quarter.  Net income per share on a
               diluted basis rose from $0.10 to $0.42 for the second  quarter on
               a higher  weighted  average  share  count  brought  about via the
               conversion of previously outstanding convertible preferred stock,
               and cash and CDs amounted to  approximately  $144 million at June
               30.

               Now for the full  year  2003.  Our  projection  for  sales is now
               estimated in the range of $287 to $293 million,  an increase over
               the previous guidance of $225 to $230 million,  whereas operating
               income  is now  estimated  to  reach  approximately  $132 to $137
               million an increase over previously  forecast results by over 20%
               due to the growing  popularity of Marvel  characters  via license
               activities as exhibited to date by strong retail sales growth.

               Major drivers for our second half results are  anticipated  to be
               continued  character  licensing,   including  the  important  toy
               category  for  both  The  Hulk  and  Spidey  properties,  and  an
               anticipated  increase in Lord of the Ring toy sales preceding the
               movie release later this year.

               2003 earnings per share is estimated at $1.26 to $1.31, excluding
               the impact of recording a value  associated  with unused  Federal
               NOL carry forwards.

               Now for 2004.  Sales  will  reflect a shift from  license  income
               associated  with licenses Marvel  character  classic toy sales to
               sales of Spider-Man:  The Movie toys by our own toy division. All
               and all we forecast consolidated sales to rise to a range of $315
               to $345 million,  an estimated  increase of 10% to 15% over 2003,
               including anticipated strong sales for Spider-Man Movie toys.

               Operating  income  is  forecasted  in the  range  of $137 to $157
               million - a wide range dependent on the timing of various factors
               identified in today's earnings release,  principally the range of
               potential  box-office and DVD success of Spider-Man 2 and related
               licensing  efforts  around that movie event and the timing of The
               Punisher and the Fantastic Four movies and related licensing.

               Despite higher anticipated  operating and pre-tax income assuming
               an  effective  future  income  tax  rate of 37% for  2004,  which
               compares to 16% in 2003,  will result in a decline in  forecasted
               net  income to a range of $74 to $87  million  and  earnings  per
               share of $0.96 to $1.14.

               Our  economic  model  looks  strong to support our goals to early
               retire the company's 12% senior notes when first callable in June
               2004 at a call price of 106 requiring  approximately $160 million
               to redeem,  plus $9 million for the interest  payment  associated
               with the first six  months of 2004.  Future  cash  flows  will be
               accumulated  to achieve  this  stated  goal and  commence  paying
               Federal income taxes sometime in late 2004. Allen?

Allen Lipson:  Thanks, Ken. I really don't have much to add regarding our recent
               financial  performance  at this time other  then to  congratulate
               each of our divisions for their great achievement.

               I do want to note, however, that fiscal 2003 was front-end loaded
               as far as licensing  and  entertainment  projects  are  concerned
               while next year looks to be more back-end  loaded,  at least from
               the point of view of the flow of entertainment projects currently
               slated.

               As Ken  noted on our  guidance  for  2004 we are very  optimistic
               about our potential to deliver  year-over-year  gains in revenues
               and operating  income,  which solely because of a higher tax rate
               will  translate  into slightly  lower net income and earnings per
               share.

               And that  brings us to the larger  questions  of what is Marvel's
               long-term  growth  strategy?  How do we  intend  to  continue  to
               capitalize on our growing base of  strengths?  What are our plans
               for the future?

               As we  indicated in today's  release,  Marvel is currently in the
               planning  phase  of  what we call  chapter  two of our  strategic
               evolution.  During this planning we will refine and formalize our
               thinking.  Our strategy  over the past few years has been focused
               on managing  our  businesses,  brands,  and capital  structure in
               order  to  bring  the  company   back  to  health  and   consumer
               prominence.

               With these objectives largely complete and the prospect of strong
               cash flows and a debt free capital structure  emerging in 2004 it
               is appropriate that we revisit our business  strategies and goals
               to best leverage our talent pool,  intellectual  properties base,
               brand recognition, and strong capital position.

               Let me reiterate, however, that we have not, nor will, we deviate
               from our core  disciplines of cost control,  capital  discipline,
               and mitigating financial risk.

               Before  commenting  on our operating  divisions,  I would like to
               remind everyone that there were three major Marvel films in 2003:
               Daredevil,  X-Men 2, and Hulk - each of which captured the number
               one position in the opening  weekend box office  results and each
               of which surpassed the $100 million box office market in the U.S.

               In 2002 we only had  Spider-Man,  so the  number  of films are up
               significantly  with the pipeline for 2004 and beyond looking very
               solid.  The three  films in 2003 were  important  in driving  the
               momentum in our licensing division.

               With  respect  to  licensing  we have come to  recognize  that we
               haven't  even begun to scratch the surface on  developing a broad
               range of  opportunities  to repackage or repurpose our characters
               to target specific demographic and market niches.

               TV initiatives such as Spider-Man Animation on MTV are attracting
               a new audience for Marvel. While we must keep some exciting plans
               under wrap for the time being for  competitive  reasons,  we have
               already used this concept very  successfully in our re-telling of
               classic Marvel  stories in the Ultimate comic series,  as well as
               the  creation  of the very  popular  new toy  line and  licensing
               program aimed at preschool children called Spider-Man & Friends.

               Spider-Man & Friends  repurposes classic model characters to make
               them more rounded, friendly, and suitable for preschool play. The
               line has been extremely  successful and underscores the brand and
               the  character  equity that has been built over our 60 plus years
               of existence.

               In our publishing group we continue to focus on the following key
               issues:  providing  each month a strong  and varied  base of high
               quality  entertainment  worthy  of the  Marvel  brand;  expanding
               distribution  into new venues to  increase  sales and attract new
               readers;  increasing our reader base, including under represented
               demographics;   customer   publishing  projects  extending  comic
               context for targeted  audiences  such as the one done for the New
               York Post.

               While we are  pleased  with our  progress  in these areas we also
               recognize there are challenges in the publishing area which needs
               to be addressed.

               In toys we look to build  off the  strengths  of our  design  and
               marketing  teams and our success with top  selling,  role playing
               toys, such as the Web Blaster and Hulk Hands.

               Toy Biz is a  respected  brand  recognized  to  innovation  and a
               strong sell though yet it consists of the  relatively  small team
               of people. Importantly, toy lines are a very influential category
               in  the  field  of  licensing   and  strong  toy  lines  can  add
               substantial   brand  awareness  in  the  market  thereby  driving
               momentum  and  sales  for  other  Marvel   branded   merchandise.
               Accordingly, our ability to manage this key license area via Alan
               Fine and his Toy Biz  team,  creates a very  important  strategic
               advantage for Marvel.  Again, we participate in this segment with
               very little capital risk.

               Now before I turn this call over to your  questions  I would like
               to  mention  that we are not able to comment on the status of our
               legal  proceedings  at this time.  We are committed to disclosing
               material  developments  in each case, but in the interim there is
               little that we can say other then the  timelines  tend to be long
               and the costs have been above average as we have noted in today's
               news announcement.

               As Marvel's chief asset is our library of  intellectual  property
               we are very  aggressive  in protecting or defending our rights to
               these  assets,  as  well as  enforcing  the  terms  of all of our
               contracts.  We believe that it is our fiduciary  duty, as well as
               good  business,  and we wish to be known as a fierce  defender of
               our intellectual property rights.

               With  that I  would  like  to open  the  call to your  questions.
               Operator, may we take the first question?

Operator:      Thank you.  Ladies and  gentlemen if you would like to register a
               question  please  press  the  one  followed  by the  four on your
               telephone.  You will hear a three-tone prompt to acknowledge your
               request.

               If your question has been answered and you would like to withdraw
               your registration  please press the one followed by the three. If
               you are using a  speakerphone  please  lift your  handset  before
               entering your request.

               One  moment  please  for the first  question.  Robert  Routh from
               Natexis Bleichroeder please go ahead with your question.

David Brenner: It's actually  David  Brenner  calling from  Bleichroder.  Great
               quarter.  I had a couple quick  questions here. With respect to -
               you addressed this a little bit in your  comments.  I'm wondering
               with  respect to your net cash  position  and your free cash flow
               going into next year would you  consider  either a dividend  or a
               share buyback to supplement your business model.

               And the second  question is the  Spider-Man  toy sales seem to be
               going strong still this year.  I'm wondering  what you expect for
               the  second  half of the year and also when you  expect to launch
               toys related to Spider-Man 2.

Allen Lipson:  Well,  with  respect to  dividends  or buyback we would  possibly
               consider those alternatives at the timie, meaning next year after
               our  goal  of   retiring   the   outstanding   notes   have  been
               accomplished, but you know we'd have to see it at that time, what
               the competing capital  requirements were and whether that was the
               best  use of the  available  cash,  but we would  consider  it of
               course.  With  respect  to the toy  sales - Alan,  why  don't you
               answer that?

Alan Fine:     Good  morning.  We  continue  to see very  solid  demand  in sell
               through for Spider-Man licensed toys and we will see that through
               the second half. We have a very strong first half with Spider-Man
               and we're tracking to about - for the full year about 55% of last
               year's total sales on  Spider-Man.  It's very,  very solid for an
               in-between year, between movies.

               We're very pleased with that. We're  especially  pleased with the
               retail  sell  through  and the  excitement  that we have from our
               customers. Allen.

David Brenner: Great, thanks. And just as far as the licensees for Spider-Man 2,
               is it safe to assume that there will be more or perhaps many more
               then there were for the first movie?

Allen Lipson:  There should be more.  Whether  there are going to be many more -
               not  necessarily  so.  The  issue is you do want to  control  and
               maximize  revenue and control the number of licensees  out there,
               and so more does not necessarily equal better.

David Brenner: Okay, great. Thanks very much.

Alan Lipson:   Thanks, David.

Operator:      Our next  question  comes from the line of Gordon  Hodge,  Thomas
               Weisel Partners. Please go ahead, sir.

Gordon Hodge:  Yeah,  good  morning.  A couple  of  questions.  One,  I was just
               wondering if you could  comment on the new  Spider-Man  animation
               project on MTV.  It sounds like it just got  launched.  Should we
               anticipate   any  deficits  there  for  you  and  then  what  the
               opportunity might be down the road in television?

               And then also,  does your guidance for next year  incorporate any
               Fantastic Four advances or any video game sales? Thanks.

Allen Lipson:  Sure.  With  respect  to  Spider-Man,  that is a program  that is
               licensed.  We do not  contribute  anything to that, so there's no
               deficit  financing from our point of view. It is a true licensing
               agreement coming within the Spider-Man Movie agreement.

               The  reception  has been  extremely  positive and in fact they've
               been  running  double runs putting back to back because it's been
               so good.  What it does attract is it's a new type of audience for
               us because  of the fact that it's on MTV and it's a  demographics
               that is very attractive to us.

               With respect to  additional  TV we are looking at  additional  TV
               projects.  We have a - I think as we put in the  announcement,  a
               Blade animation for TV that's in the works and there are a couple
               of other live action TV programs in the works for us.

Ken West:      Now as far as our 2004  guidance is there a very  minimal  amount
               associated with advances for - or options  payments for Fantastic
               Four. Hopefully that addresses that accurately.

Gordon Hodge:  Great, thanks.

Allen Lipson:  Sure.

Ken West:      Thanks, Gordon.

Operator:      Our next  question  comes  from the line of  Arvind  Bhatia  from
               Southwest Securities. Please go ahead with your question.

Arvind Bhatia: Good morning.

Allen Lipson:  Good morning.

Ken West:      Good morning, Arvind.

Arvind Bhatia: A wonderful quarter again. A few questions here. This is going to
               be hard to  quantify,  but how do you think  about  Spider-Man  2
               versus  Spider-Man  1 as  a  franchise?  For  all  the  different
               modeling purposes you guys tend to be very  conservative,  but is
               there sort of a magnitude  or a level that,  you know,  you could
               provide  items on two - the same as one,  or down or up? You know
               anything on a macro basis that you can provide conceptionaly?

Allen Lipson:  Well,  with respect to Spider-Man 2, as far as how well the movie
               is going to do, in our  modeling  obviously we do - we are fairly
               conservative  and so therefore we would not look at  Spider-Man 2
               doing as well as Spider-Man 1.

               Although,  if you take a look at the history you will see that in
               sequels  Blade 2 did better  then Blade 1, and X-Men 2 did better
               then X-Men 1, which you know could then argue that  Spider-Man  2
               is going to do better then Spider-Man 1.

               But as I say being fairly  conservative we cannot model that way,
               although we hope and there is a  reasonable  expectation  that it
               will occur.

Arvind Bhatia: How much down are you modeling?

Allen Lipson:  Excuse me?

Arvind Bhatia: How much are you modeling it to be down?

Allen Lipson:  That we do not - you know that we  wouldn't  - we don't give that
               kind of information.

Arvind Bhatia: Okay.

Allen Lipson:  But we do not model it to be as high as Spider-Man 1.

Arvind Bhatia: Okay.  As far as  Spider-Man  royalties  in Q3 and Q4,  is  there
               anything in your models, Ken?

Ken West:      There are small  amounts of the back-end and  ancillary  revenues
               built into our second  half and the  remainder,  which  relate to
               syndicated  and TV shows and other  elements of that, and so they
               are anticipated in '04.

Arvind Bhatia: Okay.  Two other  questions.  One relates to the Artisan issue. A
               lot of people have talked  about it. Are there any  comments  you
               guys have  regarding  your interest in that studio at this point?
               And then the second question  relates to Iron Fist,  which was in
               your  schedule  last time when you gave  guidance and it's not in
               your  guidance  at this  point.  Can you talk about the status of
               that movie?

Allen Lipson:  Sure.  With  respect to Artisan  let me first say that  obviously
               we've been following what's occurring because of the fact that we
               have a  relationship  with Artisan with respect to our  licensing
               agreement  and the upcoming  Punisher  movie.  At the same time I
               would like to, you know,  flatly  state that at the present  time
               we're not looking to do any major acquisition - period.

               With respect to Iron Fist it's no longer on the  timetable  since
               there were certain hold-ups which prompted us to take it off - we
               didn't know the  release  date and things like that and so - here
               again being conservative, we just took it off the list.

Arvind Bhatia: So you're saying that it's still  possible that it could come out
               next year?

Allen Lipson:  Next year?  No. I do not  envision it to come out next year,  but
               they're working on Punisher for next year.

Arvind Bhatia: Right.

Allen Lipson:  And we do know that is their  primary  focus.  Artisan's  primary
               focus is on that and another  film  unrelated to us. I think it's
               called Dirty Dancing: Havana Nights and those are really the only
               two films they're working on for next year.

Arvind Bhatia: Okay,  you guys  provided - a number which was you said less then
               10% off of the EBITDA for 2003 or expected to come from the movie
               - the three  movies  that  came out this  year.  That's  what you
               talked about last quarter.  What's the sort of number it uses now
               with  the  movies  now  already  out  and can  you  talk  about a
               statistic that you model for next year?

Allen Lipson:  Ken?

Ken West:      The participation  built into our '04 guidance for studio is less
               then 20% of our licensing  income and then I'd have to do a quick
               calculation of what it is in total,  but it would be in the range
               of 14% to 16% of consolidated 2004 guidance.

Arvind Bhatia: That's revenue or are you talking about EBITDA?

Ken West:      That's based on operating income, our new measurement.

Arvind Bhatia: Okay. And this quarter was there any benefit from the Panini deal
               that you guys signed when you  announced  that towards the end of
               last quarter?

Allen Lipson:  No.

Ken West:      No, minimal.

Arvind Bhatia: Okay.  Thanks, guys and congratulations.

Allen Lipson:  Thank you.

Ken West:      Thank you, Arvind.

Operator:      Our next  question  comes from the line of Bill  Lennan with W.R.
               Hambrecht. Please go ahead with your question.

Bill Lennan:   Okay, thanks.  Two questions.  First, could you give us an update
               on what payments are still  outstanding  for Spider-Man  revenues
               that you may still  recognize  or perhaps  did  recognize  in the
               quarter?  And I'm  referring  mainly  to  some of the  television
               rights, domestic and international, if you've recognized all that
               you're going to on that front.

               And then  secondly,  for next  year's  guidance  could you talk a
               little  bit about  what sort of  progress  next  year's  guidance
               implies on the international licensing opportunity? Will you have
               people  on the  ground  internationally  and  how  much  of  that
               opportunity  do you  think  you'll  start  realizing  next  year?
               Thanks.

Allen Lipson:  Sure. With respect to the first - your first question,  we really
               haven't  recognized very much, if anything,  from the TV revenues
               via free pay or any of those  ancillary  types of  revenues as of
               yet.

               With respect to guidance the next year on  international  we have
               taken it up a little.  We do  expect to have a certain  number of
               people actually on the ground in Europe by next year sometime.

Bill Lennan:   Okay,  does your  guidance then reflect some of the progress that
               team will actually make or have you kept that all for upside?  Is
               it  something  that you're  counting on or not counting on in the
               numbers?

Ken West:      We do - as Allen mentioned we have a moderate  anticipated growth
               in international licensing...

Bill Lennan:   Okay.

Ken West       ...for 2004.  Although the percentage  may be large,  the base to
               which it's being  applied - and that is our  anticipated  results
               for 2003 international licensing - is not a very large number. So
               that  is our  growth  opportunity  and  we've  applied  a  fairly
               conservative  estimate of its opportunities for growth as we just
               talked about.

Bill Lennan:   Thank you.

Operator:      Our next  question  comes  from the  line of  Peter  Mirsky  with
               Oppenheimer & Company. Please go ahead, sir.

Peter Mirsky:  Thanks  very  much.  This  is  Peter  Mirsky.  Just a  couple  of
               questions.  First,  in your `04  guidance  you talked a lot about
               timing.  Can you mention - can you give us an update on status of
               the Fantastic Four and perhaps The Punisher?

               And also I assume there's a performance function of all the films
               and merchandise  that will come out. You mentioned the Spider-Man
               film.  Can  you  give  any  kind  of -  any  discussion  on  your
               assumptions  for  performance  for  merchandise for Spider-Man or
               anything for Fantastic Four?

Allen Lipson:  We don't  give  specifics  with  respect to any movie in terms of
               guidance.  We don't break it down that way.  With  respect to the
               Fantastic Four and The Punisher, Fantastic Four - The Punisher is
               of course Green-lit and as a matter of fact Principal Photography
               should be starting fairly shortly.

               Fantastic Four is more up in the air,  although Fox right now has
               said  they  want it in  December  of next  year.  There  still is
               certain - it still has a ways to go in terms of  finishing up the
               script and so on and so forth before  Principal  Photography  can
               start and that's why it's more of a - it's more of a question  as
               to when its going to come out next year or maybe 2005. But again,
               Fox has said they want it for December of 2004.

Peter Mirsky:  Okay, if I could just press for one second on the Spider-Man. You
               mentioned  with the film that your  assumption  would be not as -
               you're just - for  modeling  purposes - just not as strong as the
               first film. Can you make any similar comment on the toys?

Ken West:      We do anticipate that the toys will be at least as strong as that
               exhibited  in 2002 and we're  very much  looking  forward  to the
               introduction  of the  Spider-Man 2 toy line to be sold by the toy
               division of Marvel.

Allen Lipson:  And that's  based upon what we've seen from the  marketplace  and
               the reception  that we've gotten from the retailers so far, but I
               think we would be  somewhat  remised to think  Spider-Man  2: The
               Movie is going to be, you know,  an $850 million box office movie
               again.

Peter Mirsky:  Right.  Okay, thanks very much.

Operator:      Our next  question  comes  from the line of  Joseph  Garner  with
               Emerald Asset Management. Please go ahead.

Joseph Garner: Good morning.

Allen Lipson:  Good morning.

Ken West:      Good morning.

Joseph Garner: A few  questions for you. The first one, can you tell us if there
               have been any  revenues  recognized  at this point from the three
               movies  released this year and what would be the time frame under
               which you would  expect  those  revenues to flow in given that it
               seems like you have a bit of a tail  between  when the movies are
               released and when you actually see the revenues?

Ken West:      There has been some small amount of revenue recognized associated
               with  The  Hulk  movie  to date  and as far as the  other  movies
               Daredevil  also - again,  a small  element.  We're waiting on the
               backend on really all three movies still in the future.

Joseph Garner: When would you  expect  those to flow and will that  happen  this
               year or do you think  that will fall into the early  part of next
               year? Is that in your `04 guidance?

Ken West:      It's principally in the '04 guidance.

Joseph Garner: Okay.  Can you talk - you know, you talked a little bit about the
               third quarter  guidance.  It looks like the fourth  quarter would
               imply just a - you know,  slightly  better then breakeven type of
               quarter.

               Can you talk  about  your  thinking  toward  that and - you know,
               particularly  with maybe toy sales  coming in in the holiday time
               frame it would seem that the profitability might be higher then a
               little  better then  breakeven  scenario.  So if you could talk a
               little bit about the fourth quarter and your thinking there.

Ken West:      Just  to  reiterate  a  point  that  you  did  make,  that  we do
               anticipate  that  there  will be a strong  sell-in  in the  third
               quarter  associated  with the toy line,  so that's built into our
               guidance.   The  fourth  quarter  would  be  a  little  bit  late
               associated with the sell-in for the holiday season.

               In the fourth  quarter,  although low,  built into our model,  we
               believe  that  as  fairly  stated  there's  associated  continued
               licensing  activities and the sell through of licensed properties
               associated with Hulk, Spider-Man, and many other Marvel character
               activities.

Joseph Garner: Given your comment that you've  exceeded  many of the minimums on
               several of your  licenses  out there,  is - are you  anticipating
               that in the  guidance  for the second half of the year?  It would
               seem that once you get past that minimum threshold there could be
               considerable incremental licensing coming through.

Ken West:      We do have  elements  of  forecasted  overages  in our  third and
               fourth quarter  projections;  however,  on the basis that we have
               more   then   500   active   licenses   both   domestically   and
               internationally  that is, as I mentioned in my remarks, to be one
               of the most difficult elements to forecast.

               So we believe we have a reasonable estimate associated with those
               anticipated overages and if sell through continues as strongly as
               reflected  in the  second  quarter  we  may  see  some  continued
               surprises.

Joseph Garner: Okay. On the Spider-Man 2 front can you talk about when you would
               expect the toy line to be released?  Given that, I believe  Hulk,
               the toy line, started to come out early this year.

               And then  secondly,  given  some of the  things  that  have  been
               included in the lawsuit  regarding  the impact on your  licensing
               activities,  how does that  factor  into your  guidance  for next
               year?  Are you assuming that - you know,  that that would have an
               adverse  impact on what  you're  able to realize  licensing - and
               just if you could talk about that a little bit to.

Allen Lipson:  With respect to the suit and  realization  of licensing we do not
               expect it will have any impact whatsoever.

Joseph Garner: Okay.

Allen Lipson:  As we have said before, the suit should have absolutely no impact
               upon  licensing  associated  with  Spider-Man 2 or the production
               going forward with Spider-Man 2.

Joseph Garner: Okay, and the toy line?

Allen Lipson:  Alan?

Alan Fine:     Yes. The toy line will start to slowly ship in the first  quarter
               with the build up going into the second quarter,  peaking for the
               movie release, which is of course, in July.

Joseph Garner: Okay,  and then the - since we have Joe  Quesada  on the line can
               you talk about sort of your - I guess your strategic  outlook for
               the publishing segment? If I remember in last quarter's call Bill
               Jemas was talking about revamping a lot of the titles. There were
               a significant  number that were dropped and a significant  number
               of new  ones  started.  How are - what  kind of  results  are you
               seeing from the new lines?

               And then, you know,  given the comment  earlier about some of the
               challenges that the publishing  segment faces, can you talk about
               your plans to address some of those challenges?

Joe Quesada:   Good  morning.   Actually  if  we're  going  to  talk  about  the
               performance  of certain  titles I'd rather have Gui Karyo  handle
               that particular question. He's a little bit more versed in that.

               With respect to what we have planned for the upcoming  publishing
               schedule  in 2004,  we do see more  growth in our top tier titles
               and expansion of those top tier titles. And other top tier titles
               as we make creative commitments with our top creators I think you
               will be hearing probably  relatively quickly down the road within
               the next month or two.

               We recently  announced a brand new Ultimate title, which is again
               Ultimate being our top selling brand,  Ultimate  Fantastic  Four,
               which was met with incredibly positive reviews by everyone.  More
               of  these  announcements  will be  forthcoming,  but  again,  for
               competitive  purposes we would like to hold onto this information
               as best as possible.

Gui Karyo:     Yeah,  to  follow  up on Joe's  comment,  as many of you know the
               Ultimates  line  is our  fastest  growing  line,  which  is  very
               directly tied to our media properties,  and in light of Fantastic
               Four the  Ultimate  Fantastic  Four book is going to be launching
               early next year, and we're very excited about that.

               But on a more - on a grander  scale,  following up on Bill Jemas'
               comments previously, we have gone through a process of rebuilding
               our title line so that our over arching  title count is about I'd
               say 10% to 15% larger  then it was the last time this  conference
               call was held.

               Mostly  with the  re-launch  of titles  relating  to our top tier
               characters  and in a couple of cases in the re-launch of a few of
               the characters  that we think have  long-term  brand value to the
               company that we're trying to build more support for.

               And in addition to that,  we are  constantly  trying to guide our
               content  to hit all of the  demographics  that our  company  hits
               across the board so that, you know, we have colorful titles being
               launched from  everything  from the very young to the more mature
               readers. All of which seem to be doing pretty well,  particularly
               a few launches this August, which are looking very good for us.

Joseph Garner: Now can you  comment on market  share in that  segment?  You have
               been gaining share.  Are you maintaining the share or what do you
               see going on there?

Gui Karyo:     We are  absolutely  maintaining a lead position in the comic book
               industry.  What  we  are  focusing  now  on is - as I  think  the
               industry is focused in general - is enlarging the  audience.  And
               as  anyone  knows,  the past  two  years  have  seen  more  media
               attention to comic books and comic book properties then it has in
               the past ten,  largely because of our movie properties and we are
               trying to leverage  that.  Now it is the  question of having good
               timing.

Joseph Garner: And I'm sorry,  one last question.  There's been a lot of talk on
               past  calls   regarding   trade   paperbacks  and  expanding  the
               distribution  channels on the publishing side. Can you give us an
               update on what you're seeing there?

Gui Karyo:     Not  specifically.  What I'll say is that we are  leveraging  our
               relationships with a variety of retailers to enlarge the audience
               for trade  paperbacks.  It - there's a large  audience out there.
               There is a lot of interest.

               As you know,  graphic  novels  have been  growing  in  bookstores
               dramatically  over the past two years and we believe that there's
               an even larger  audience  out there for the  product  that we are
               trying to reach.  It's a matter of finding the right  combination
               of timing and product.

Joseph Garner: Thank you.

Operator:      Our next question comes from the line of Joe Hovorka with Raymond
               James. Please proceed with your question.

Joe Hovorka:   Thank you. I've got a couple quick questions. First, can you give
               the  licensing   revenue   breakouts   between   toys,   apparel,
               entertainment,  and so on?  Secondly,  can you talk a little  bit
               about the licenses  that have been signed for  Spider-Man 2, what
               those  minimum  guarantees  look like  versus  Spider-Man  1, and
               whether or not you book any of that revenue up front?

               You mentioned something about back-end revenue on The Hulk movie.
               I was  under  the  impression  that it was  capped  for all  that
               revenue, including DVD. Can you maybe explain that?

               And then finally, on your Punisher equity  participation for 2004
               can you talk a little bit about if - let's make some assumption -
               say,  there's  $50  million  of  production  and $20  million  of
               marketing  expenses.  What is a breakeven on a box office  number
               for  you?  I  guess  what  I'm  trying  to  get at is  there  any
               distribution  fees on top of production and  marketing?  Is there
               any  back-end  profitability  for,  you know,  someone  like John
               Travolta or any of the other actors? That's it, thanks.

Ken West:      Let me just address  specifically  the breakdown of our licensing
               activity,  which will be  reflected  in our Form 10-Q to be filed
               later  this  afternoon,   but  just  in  a  summary  you  address
               specifically  toys and its influence in licensing  activities and
               our licensed  revenues  from toys  aggregated  approximately  $27
               million  for this  second  quarter,  which  compares  to about $1
               million a year ago second quarter.

               And for the six  months  ended  toys,  which is really  the major
               contributor  for growth in license income and earnings this year,
               approximated  $43 million  compared to again about $2 million for
               the six months ended last year. Allen, do you want to address The
               Hulk DVD issues?

Allen Lipson:  The  Hulk,  as we  have  said  before,  was - we had a cap on the
               revenues related to the movie,  which would include DVD sales, as
               well as box  office  revenue.  There is no cap of any  sort  with
               respect to licensing revenue,  and therefore it's translated into
               the additional revenues we've received from the toy sales.

               With  respect  to  Punisher,  there - the way it  works  is we do
               receive - we do split  with  Artisan  on a 50/50  basis on a true
               profit in the picture.  There is a relatively small  distribution
               fee.

               With  respect to back-end  participations  of  somebody  else you
               know, I can't  comment on that,  but it would not be  significant
               even if there was. But I really can't comment on that point.

Joe Hovorka:   Okay. Spider-Man 2 licensees?

Allen Lipson:  Oh,  Spider-Man  2  licensees.  With  respect to  recognition  of
               revenue from Spider-Man 2 - you're talking about directly related
               to the movie?

Joe Hovorka:   Correct, yes.

Allen Lipson:  Any Spider-Man 2 licensees...

Ken West:      The revenue  associated with  Spider-Man 2 merchandise  licensing
               will be recognized in the second quarter of 2004 so...

Allen Lipson:  Exactly, so none of that has been recognized yet.

Ken West:      Correct.  We are  collecting  some  advances  on deals  that have
               already been signed, but that revenue will be deferred until next
               year.

Joe Hovorka:   Okay, and then one final  question.  If I'm reading your guidance
               right here in regards to, again, The Punisher movie, it sounds as
               if even in your  high-end  estimate  for guidance for 2004 you're
               not  counting on any  profitability  from the box office  itself.
               You're just looking for backend DVD and so on? Is that correct?

Allen Lipson:  Yes, that is correct.

Joe Hovorka:   Okay, thank you.

Allen Lipson:  You're welcome.

Ken West:      Thank you.

Operator:      Once  again,  ladies  and  gentlemen,  if you do have a  question
               please press the one followed by the four on your telephone.  Our
               next  question  comes  from the line of Jeff Gates with ECF Value
               Funds. Please go ahead.

Dax Vlassis:   Yeah,  this is actually Dax Vlassis.  I was wondering where would
               you expect your cash to end in the year?

Ken West:      We're  estimating that cash at the end of the year will be higher
               then presently,  but in the range of  approximately  $165 to $170
               million.

Dax Vlassis:   Okay,  and then the other  question  I had with  respect  to your
               comment on the ROI  projects to increase the  long-term  value of
               the company,  can you sort of draw a box around,  you know, maybe
               what that can mean as far as, you know, what type of acquisitions
               you  would  contemplate  or joint  ventures  - would it be on the
               licensing side to gain more content? Or if you could just kind of
               elaborate  on what  you're  thinking  and maybe also the  minimum
               hurdle rate for your return on investment project?

Allen Lipson:  Well, I can't - we really can't comment on that now because we're
               just beginning the process. It's a very - you know, it's a formal
               process  that  we're  doing - that we're  undertaking  and a very
               in-depth  process.  I can say what  we're  not going to do - it's
               much easier to say what we're not going to do.

               We're not going to acquire  manufacturing  operations.  We're not
               going to open up retail stores.  We're not going to acquire,  you
               know, a movie studio with lots of assets.  This is what we're not
               going to do.

               The issue is we're  looking at each of our lines of business from
               toys, to licensing, to publishing in depth and to determine where
               can we  get  the  maximum  return  and - in  each  one  of  these
               divisions  and  businesses,  and  where can we invest in the most
               prudent  manner  possible.  And at this  time I think it would be
               premature  to even,  you know,  speculate  other then to say what
               we're not going to do.

Dax Vlassis:   Have you  contemplated  a minimum  hurdle rate for these types of
               investments?

Allen Lipson:  At the present  time,  no.  That's  part of this  entire  process
               because  it may be a minimum  hurdle  rate - it may be one thing,
               for instance in publishing,  but it could be something  different
               in  licensing  so it would  depend.  It really  depends  upon the
               businesses  that we're looking at. It depends upon the operations
               that we're envisioning on a go-forward basis, so the hurdle rates
               could be  different  and it  wouldn't be  necessarily  one hurdle
               rate.

Dax Vlassis:   Okay, thanks.

Allen Lipson:  Sure.

Operator:      Our next question comes from the line of Gordon Hodge with Thomas
               Weisel Partners. Please go ahead with your question.

Gordon Hodge:  I just had a couple of  follow-ups.  One,  in the toy  number you
               just  mentioned the license  revenues.  Does that - I assume that
               includes video game revenue,  and then also Daredevil DVD I think
               is selling  pretty well and it sounded like you're not  expecting
               any contribution from that,  however,  until next year. Is that -
               did I hear that correctly?

Ken West:      Yes. I'll address those questions in order.  The reference that I
               gave before on the  magnitude of the toy  licensing for the first
               half and this most recent second  quarter does not include any of
               the electronic games. That's included in another category,  which
               you will see in today's filing of the Form 10-Q.

               And specifically our  participation in the Daredevil DVD would be
               we do anticipate  that that will be collected  and  recognized as
               income most likely in the first quarter of 2004.

Gordon Hodge:  Great, thanks.

Allen Lipson:  Sure.

Operator:      Our next question comes from the line of Arvind Bhatia, Southwest
               Securities. Please go ahead.

Arvind Bhatia: Hi, a couple of  follow-ups  for me as well.  Can you  clarify on
               Spider-Man 2 royalties - Ken, I think you mentioned that you will
               not be  recognizing  the advances that you're  getting.  And from
               what I  understand,  typically you do recognize the present value
               of the  minimum  guarantees.  Is this  different  from the  other
               licensing  deals that you have that  evolved from this model that
               you don't recognize this?

Ken West:      Yes, the principal  difference  between a specific  movie license
               and general other merchandise  licensing from multiple characters
               is that these  licenses  contain a  deliverable  such that - very
               much like an  "earliest  on shelf" date  precluding  the licensee
               from  actually  putting the  licensed  property on the shelves at
               retail, you know, no sooner then a certain date, so that date has
               to  pass  for  the  culmination  of the  earnings  process  to be
               completed.

Arvind Bhatia: Okay,  I've got it. And then  internationally  can you talk about
               what the revenue run rate is right now - you know, revenue income
               run rate as a percentage  of your sales and where do you see that
               12 months out?

Ken West:      For 2003 the  international  flavor, or the percentage of portion
               for our total licensing activity is less then 10% of total and we
               do anticipate that to rise in our '04 guidance slightly.

Arvind Bhatia: Okay, thanks.

Operator:      Mr. Lipson,  I would now like to turn the conference back over to
               you for any closing comments.

Allen Lipson:  I  want  to  thank  everybody  for  attending  Marvel's  investor
               conference  call and we look  forward to hosting  this call again
               after  release  of  our  third  quarter   earnings.   Thank  you,
               everybody.

Operator:      Ladies and gentlemen, this does conclude your conference call for
               today.  We  thank  you for  your  participation  and ask that you
               please disconnect your line.

                                       END