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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
|_| Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12

MARVEL ENTERPRISES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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MARVEL ENTERPRISES, INC.
10 East 40th Street
New York, New York 10016
___________________

SUPPLEMENTAL PROXY MATERIAL
for the
2002 Annual Meeting of Stockholders
to be held on October 15, 2002
___________________

This supplemental proxy material (this "Supplement"), is being furnished
by and on behalf of the Board of Directors of Marvel Enterprises, Inc. (the
"Company") as a supplement to the proxy statement (the "Proxy Statement")
furnished by and on behalf of the Board of Directors of the Company in
connection with the solicitation of proxies to be voted at the 2002 Annual
Meeting of Stockholders (the "Annual Meeting") to be held at 10:00 a.m., local
time, on October 15, 2002 at the Grand Hyatt Hotel, Conference Level, Park
Avenue at Grand Central, New York, New York, and at any adjournments or
postponements thereof. This Supplement was first mailed to stockholders on or
about October 9, 2002.

All capitalized terms used in this Supplement but not defined here have
the same meanings as are assigned to them in the Proxy Statement.

This Supplement reflects the termination of the Stockholders' Agreement on
October 4, 2002, as described below, and the corresponding changes to the
section of the Proxy Statement captioned "Security Ownership of Certain
Beneficial Owners and Management" and updating of that section to a more recent
date.

Termination of the Stockholders' Agreement

The Company and the following stockholders were parties to a Stockholders'
Agreement (the "Stockholders' Agreement"), dated as of October 1, 1998:

o (i) Avi Arad, (ii) Isaac Perlmutter, (iii) Isaac Perlmutter T.A., a
Florida trust, (iv) The Laura and Isaac Perlmutter Foundation Inc.,
(v) Object Trading Corp., and (vi) Zib Inc.;

o (i) Mark Dickstein, (ii) Dickstein & Company, L.P., (iii) Dickstein
Focus Fund L.P., (iv) Dickstein International Limited, (v) Elyssa
Dickstein, Jeffrey Schwarz and Alan Cooper as Trustees U/T/A/D
12/27/88, Mark Dickstein, Grantor, (vi) Mark Dickstein and Elyssa
Dickstein, as Trustees of the Mark and Elyssa Dickstein Foundation,
and (vii) Elyssa Dickstein; and

o (i) The Chase Manhattan Bank, (ii) Morgan Stanley & Co.
Incorporated, and (iii) Whippoorwill Associates, Incorporated, as
agent of and/or general partner for certain accounts and funds.

The Stockholders' Agreement was terminated on October 4, 2002 by the
Company and the stockholders of the Company still subject to the Stockholders'
Agreement at that time. As a result, the parties to the Stockholders' Agreement
are no longer contractually required to vote their shares of the Company's stock
in favor of the election to the Board of Directors of each of the two nominees
identified in the Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
beneficial ownership of Common Stock and Preferred Stock as of October 4, 2002
(based on 36,300,993 shares of Common Stock outstanding on that date), by (i)
each person known by us to be the beneficial owner of 5% or more of our
outstanding Common Stock or Preferred Stock (based, in part, upon copies of all
Schedules 13D and 13G filed with the SEC); (ii) each of our directors; (iii)
each of our executive officers; and (iv) all of our executive officers and
directors as a group.

Each share of Preferred Stock is convertible by its holder into 1.039
shares of Common Stock. Under the rules of the SEC, beneficial ownership of
Preferred Stock constitutes beneficial ownership of 1.039 shares of Common Stock
(the amount into which the shares of Preferred Stock are convertible).
Beneficial ownership of Common Stock is shown in the main part of the table and
the portion of that beneficial ownership traceable to beneficial ownership of
Preferred Stock is set forth in the footnotes.

CERTAIN BENEFICIAL OWNERS

Shares
Five Percent Stockholders, Directors Beneficially Percentage
and Executive Officers Owned Owned
---------------------------------- ----- -----

Morgan Stanley & Co. Incorporated (1)................................. 5,098,607 12.8%
1585 Broadway
New York, New York 10036
Whippoorwill Associates, Incorporated as agent of
and/or general partner for certain institutions and funds (2)........ 2,171,016 5.6%
11 Martine Avenue
White Plains, New York 10606
Mark H. Rachesky, M.D. (3)............................................ 2,610,062 6.7%
c/o MHR Fund Management LLC
40 West 57th Street, 33rd Floor
New York, New York 10019

Avi Arad (4).......................................................... 5,210,000 13.9%
F. Peter Cuneo (5).................................................... 1,020,214 2.7%
Alan Fine (6)......................................................... 509,000 1.4%
Sid Ganis (7) ........................................................ 75,000 *
Shelley F. Greenhaus (8) ............................................. 85,000 *
James F. Halpin (9)................................................... 105,000 *
Morton E. Handel (10)................................................. 136,000 *
William Jemas, Jr. (11)............................................... 231,667 *
Allen S. Lipson (12) ................................................. 302,667 *
Lawrence Mittman (13)................................................. 85,000 *
Isaac Perlmutter (14)................................................. 24,647,262 48.4%
Richard E. Ungar (15)................................................. 230,000 *
Kenneth P. West....................................................... - - *
All current executive officers and directors as a group
(13 persons) (16)................................................ 32,636,810 59.7%

_________
* Less than 1%.

(1) Morgan Stanley shares dispositive power over these shares (which include
shares of Common Stock underlying 3,463,337 shares of Preferred Stock)
with its parent, Morgan Stanley Dean Witter & Co.

(2) Whippoorwill may be deemed to beneficially own 2,171,016 shares of Common
Stock (which include shares of Common Stock underlying 2,054,862 shares of
Preferred Stock) because it has discretionary authority with respect to
the investments of, and acts as agent for, the direct holders of the
shares. Whippoorwill disclaims any beneficial ownership of Common Stock or
Preferred Stock except to the extent of Whippoorwill's pecuniary interest
in that stock, if any.

(3) Pursuant to a Schedule 13G filed on November 12, 1999, by (i) MHR
Institutional Partners LP, a Delaware limited partnership ("Institutional
Partners"); (ii) MHRM Partners LP, a Delaware limited partnership
("MHRM"); (iii) MHR Capital Partners LP, a Delaware limited partnership
("Capital Partners"); (iv) MHR Institutional Advisors LLC, a Delaware
limited liability company ("Institutional Advisors") and the general
partner of Institutional Partners and MHRM; (v) MHR Advisors LLC, a
Delaware limited liability company ("Advisors") and the general partner of
Capital Partners; and (vi) Mark H. Rachesky, M.D., the managing member

of Institutional Advisors and Advisors, each having an office at 40 West
57th Street, 33rd Floor, New York, NY 10019. After giving effect to stock
dividends paid to holders of Preferred Stock, figures include shares of
Common Stock underlying 2,434,102 shares of Preferred Stock.

(4) Figures include 1,060,000 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable.

(5) Figures include 1,000,000 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable.

(6) Figures include 509,000 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable.

(7) Figures include 65,000 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable.

(8) Figures include 65,000 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable. Does not include shares held by various institutions and
funds with respect to whose investments Whippoorwill has discretionary
authority and for which Whippoorwill acts as agent. Mr. Greenhaus is the
president and managing director of Whippoorwill. Mr. Greenhaus disclaims
beneficial ownership of the shares of Common Stock and Preferred Stock
owned by discretionary accounts managed by Whippoorwill as set forth above
except to the extent of his pecuniary interest in that stock, if any.

(9) Figures include 85,000 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable.

(10) Figures include 115,000 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable.

(11) Figures include 231,667 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable.

(12) Figures include 296,667 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable, or become exercisable within 60 days.

(13) Figures include 65,000 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable

(14) Figures include the following, all of which are immediately exercisable:
(i) 30,000 shares of Common Stock subject to stock options granted to Mr.
Perlmutter pursuant to the Stock Incentive Plan; (ii) options to purchase
3,950,000 shares of our Common Stock granted pursuant to the Stock
Incentive Plan and the Employment Agreement between us and Mr. Perlmutter
dated as of November 30, 2001; and (iii) warrants to purchase 4,603,309
shares of our Common Stock pursuant to the Warrant Agreement between us
and Mr. Perlmutter dated as of November 30, 2001. Other shares over which
Mr. Perlmutter may be deemed to have beneficial ownership are directly
held as follows:

Holder Common Shares Preferred Shares
------ ------------- ----------------
Zib Inc. 9,256,000 --
The Laura and Isaac Perlmutter 250,000 --
Foundation Inc.
Object Trading Corp. 33,500 4,794,929
Classic Heroes, Inc. -- 317,056
Biobright Corporation -- 317,056
Tangible Media, Inc. 400,000 --
Isaac Perlmutter T.A. 49,000 399,114
Isaac Perlmutter 20,000 --

The sole stockholder of Zib Inc., a Delaware corporation, is Isaac
Perlmutter T.A., a Florida trust (the "Perlmutter Trust"). Mr. Perlmutter
is a trustee and the sole beneficiary of the Perlmutter Trust, and may
revoke it at any time. Mr. Perlmutter is a director and the president of
the Laura and Isaac Perlmutter Foundation Inc., a Florida not-for-profit
corporation. Mr. Perlmutter is the sole stockholder of (i) Object Trading
Corp., a Delaware corporation, (ii) Classic Heroes, Inc., a Delaware
corporation, (iii) Biobright Corporation, a Delaware corporation, and (iv)
Tangible Media, Inc., a Delaware corporation. Mr. Perlmutter may be deemed
to possess (i) the power to vote and dispose of the shares of Capital
Stock directly held by Zib Inc., Object Trading Corp., Classic Heroes,
Inc., Biobright Corporation, Tangible Media, Inc. and the Perlmutter
Trust, and (ii) the power to direct the vote and disposition of the shares
of Capital Stock directly held by the Laura and Isaac Perlmutter
Foundation Inc.

(15) Figures include 230,000 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable, or become exercisable within 60 days.

(16) Figures include 7,702,334 shares of Common Stock subject to stock options
granted pursuant to the Stock Incentive Plan that are immediately
exercisable.