Rich Donnelly originally credited Jack Kirby with layouts, but Mark Evanier reported that Jack Kirby told him he had nothing to do with the cover -- it was all Dan Adkins work (October 22, 2009). Adkins confirmed this in an Alter Ego interview with Roy Thomas.
ADKINS: Yeah. People give Kirby credit for laying that one out. But he didn't. The Spider-Man is a direct swipe from Ditko, just redrawn a little bit. The X-Men figures were all swiped from Kirby.
Letters from: Dave Gillard, Paul Avila, Kim Warner, Bradley Kohler, Arthur Pippin, Ron Liberman, and future comics professional Mark Evanier, whose entry is in the form of a poem; Merry Marvel Marching Society membership coupon; Next Issue box; three panels from an earlier issue of X-Men.