UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report: (Date of earliest event reported): July 29, 2004


                            MARVEL ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                        001-13638                  13-3711775
(State or other jurisdiction of  (Commission file number)      (I.R.S. Employer
incorporation or organization)                               Identification No.)


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


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








Item 7. Financial Statements and Exhibits.

     (c)  Exhibits.

          99.1 Press release of the Registrant dated July 29, 2004.

          99.2 Transcript  of conference  call hosted by the  Registrant on July
               29, 2004.

Item 12. Disclosure of Results of Operations and Financial Condition

          (a)  On July 29, 2004, the Registrant  issued a press release,  a copy
               of which is  attached  hereto as  Exhibit  99.1,  announcing  its
               financial  results for its second  fiscal  quarter ended June 30,
               2004.

          (b)  On July 29, 2004, the Registrant  hosted a conference call on the
               subject of its financial  results for its second  fiscal  quarter
               ended June 30, 2004,  and made the call available to listeners by
               webcast.  A copy  of the  transcript  of the  conference  call is
               attached hereto as Exhibit 99.2.


                                  EXHIBIT INDEX

 Exhibit No.      Description

99.1            Press release of the Registrant dated July 29, 2004.

99.2            Transcript of conference call hosted by the Registrant on
                July 29, 2004.


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                MARVEL ENTERPRISES, INC.


                                By:   /s/   Allen S. Lipson
                                ---------------------------------------
                                Name:  Allen S. Lipson
                                Title: President and Chief Executive Officer

Date:   August 3, 2004