The paper presents a game modelling the decisions in combining a complete marketing-mix under competition of two small companies. The model is derived from the criticism of traditional marketing-mix-analysis. Therefore, the paper first discusses traditional models (heuristical and analytical) as well as solutions of integrating competition and game-theory into marketing-mixmodels and their insufficiencies. Moreover, the model is run as a dynamic game being the first one in marketing-mix-research, that integrates learning effects of the competitors.