Exhibit 3(a)


                                 AMENDED AND RESTATED
                             CERTIFICATE OF INCORPORATION
                                          OF
                         SIX FLAGS ENTERTAINMENT CORPORATION


               FIRST:    The name of the corporation is Six Flags
          Entertainment Corporation (hereinafter called the "Corporation").

               SECOND:   The registered office of the Corporation in the
          State of Delaware is located at Corporation Service Company, 1013
          Centre Road, in the City of Wilmington, County of New Castle. 
          The name of the registered agent of the Corporation at such
          address is Corporation Service Company.

               THIRD:    The purpose for which the Corporation is organized
          is to engage in any and all lawful acts and activity for which
          corporations may be organized under the General Corporation law
          of Delaware.  The Corporation will have perpetual existence.

               FOURTH:   The total number of shares of stock which the
          Corporation shall have authority to issue is 1,000 shares, par
          value $.01 per share, designated Common Stock.

               FIFTH:    Directors of the Corporation need not be elected
          by written ballot unless the bylaws of the Corporation otherwise
          provide.

               SIXTH:    The Directors of the Corporation shall have the
          power to adopt, amend, and repeat the bylaws of the Corporation.

               SEVENTH:  No contract or transaction between the Corporation
          and one or more of its directors, officers, or stockholders or
          between the Corporation and any person (as used herein "person"
          means other corporation, partnership, association, firm, trust,
          joint venture, political subdivision, or instrumentality) or
          other organization in which one or more of its directors,
          offices, or stockholders are directors, officers or stockholders,
          or have a financial interest, shall be void or voidable solely
          for this reason, or solely because the director or officer is
          present at or participates in the meeting of the board or
          committee which authorizes the contractor transaction, or solely
          because his, her or their votes are counted for such purpose, if:
          (i) the material facts as to his or her relationship or interest
          and as to the contract or transaction are disclosed or are known
          to the board of directors or the committee, and the board of
          directors or committee in good faith authorizes the contract or
          transaction, and the board of directors or committee in good
          faith authorizes the contract or transaction by the affirmative
          votes of a majority of the disinterested directors, even though
          the disinterested directors be less than a quorum; or (ii) the
          material facts as to his or her relationship or interest and as

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          to the contract or transaction are disclosed or are known to the
          stockholders entitled to vote thereon, and the contract or
          transaction is specifically approved in good faith by vote of the
          stockholders, or (iii) the contract or transaction is fair as to
          the Corporation as of the time it is authorized, approved, or
          ratified by the board of directors, a committee thereof, or the
          stockholders.  Common or interested directors may be counted in
          determining the presence of a quorum at a meeting of the board of
          directors or of a committee which authorizes the contract or
          transaction.

               EIGHTH:   (a)  To the fullest extent permitted by the
          General Corporation Law of the State of Delaware, as amended,
          this Corporation shall indemnify any director or officer who is
          or was made, or threatened to be made, a party to any threatened,
          pending or completed action, suit or proceeding (a "Proceeding"),
          whether civil, criminal, administrative or investigative,
          including, without limitation, an action by or in the right of
          this Corporation to procure a judgment in its favor, by reason of
          the fact that such person, or a person of whom such person is the
          legal representative, is or was a director or office of this
          Corporation, or is or was serving in any capacity at the request
          of this Corporation for any other corporation, partnership, joint
          venture, trust, employee benefit plan or other enterprise (any
          "Other Entity"), against liabilities, losses, judgments, fines,
          penalties, excise taxes, amounts paid in settlement and costs,
          charges and expenses (including attorneys' fees and
          disbursements).  Persons who are not directors or officers of
          this Corporation (or otherwise entitled to indemnification
          pursuant to the preceding sentence) may be similarly indemnified
          in respect of service to this Corporation or to any Other Entity
          at the request of this Corporation to the extent the Board at any
          time specifies that such persons are entitled to the benefits of
          this Article VIII.
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                         (b)  This Corporation shall, from time to time,
          reimburse or advance to any director or officer or other person
          entitled to indemnification hereunder the funds necessary for
          payment of expenses, including attorneys' fees and disbursements,
          incurred in connection with any Proceeding, in advance of the
          final disposition of such Proceeding; provided, however, that if
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          required by the General Corporation Law of the State of Delaware,
          such expenses incurred by or on behalf of any director or officer
          or other person may be paid in advance of the final disposition
          of a Proceeding only upon receipt by this Corporation of an
          undertaking by or on behalf of such director or officer (or other
          person indemnified hereunder) to repay any such amount so
          advanced if it shall ultimately be determined by final judicial
          decision from which there is no further right of appeal that such
          director, officer or other person is not entitled to be
          indemnified for such expenses.

                         (c)  The rights to indemnification and
          reimbursement or advancement of expenses provided by or granted
          pursuant to, this Article VIII shall not be deemed exclusive of 
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          any other rights to which a person seeking indemnification or
          reimbursement or advancement of expense may have or hereafter be
          entitled, including without limitation any right arising under
          any statute, this Amended and Restated Certificate of
          Incorporation, the By-Laws, any agreement, any vote of
          stockholders or disinterested directors or otherwise, both as to

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          action is his or her official capacity and as to action in
          another capacity while holding such office.

                         (d)  The rights to indemnification and
          reimbursement or advancement of expenses provided by, or granted
          pursuant to, this Article VIII shall continue as to a person who
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          has ceased to be a director or officer (or other person
          indemnified hereunder) and shall inure to the benefit of the
          heirs, executors, administrators, legatees and distributees of
          such person.

                         (e)  This Corporation shall have power to purchase
          and maintain insurance on behalf of any person who is or was a
          director, officer, employee or agent of this Corporation, or is
          or was serving at the request of this Corporation as a director,
          officer, employee or agent of any Other Entity, against any
          liability asserted against such person's status as such, whether
          or not this Corporation would have the power to indemnify such
          person against such liability under the provisions of this
          Article VIII, the By-Laws or under Section 145 of the General 
          ------------
          Corporation Law of the State of Delaware, as amended, or any
          other provision of law.

                         (f)  The provisions of this Article VIII shall be
                                                     ------------
          a contract between this Corporation, on the one hand, and each
          director and officer who serves in such capacity at any time
          while this Article VIII is in effect and any other person 
                     ------------
          entitled to indemnification hereunder, on the other hand,
          pursuant to which this Corporation and each such director,
          officer, or other person intend to be, and shall be, legally
          bound.  No repeal or modification of this Article VIII shall 
                                                    ------------
          affect any rights or obligations with respect to any state of
          facts then or theretofore existing, or arising thereafter but
          before notice of such repeal or modification is delivered to the
          persons so affected or any Proceeding theretofore or thereafter
          brought or threatened based on whole or in part upon any state of
          facts.  Until notice of such repeal or modification is given to
          any person whose rights hereunder are adversely affected, such
          repeal or modification shall have no effect on such rights of
          such person hereunder.

                         (g)  The rights to indemnification and
          reimbursement or advancement of expenses provided by, or granted
          pursuant to, this Article VIII shall be enforceable by any person
                            ------------
          entitled to such indemnification or reimbursement or advancement
          of expenses in any court of competent jurisdiction.  The burden
          of proving that such indemnification or reimbursement or
          advancement of expense is not appropriate shall be on this
          Corporation.  Neither the failure of this Corporation (including
          its independent legal counsel, its stockholders or the
          disinterested directors) to have made a determination prior to
          the commencement of such action that such indemnification or
          reimbursement or advancement of expenses is proper in the
          circumstances nor an actual determination by this Corporation
          (including its independent legal counsel, its stockholders or the
          disinterested directors) that such person is not entitled to such
          indemnification or reimbursement or advancement of expenses shall
          constitute a defense to the action or create a presumption that
          such person is not so entitled.  Such a person shall also be
          indemnified for any expenses incurred in connection with

          <PAGE>

          successfully establishing his or her right to such
          indemnification or reimbursement or advancement of expenses, in
          whole or in part, in any such proceeding.

                         (h)  Any director or officer of this Corporation
          serving in any capacity for (i) another corporation of which a
          majority of the shares entitled to vote in the election of its
          directors is held, directly or indirectly, by this Corporation or
          (ii) any employee benefit plan of this Corporation or any
          corporation referred to in clause (i) shall be deemed to be doing
          so at the request of this Corporation.

               NINTH:    A director of the Corporation shall not be
          personally liable to the Corporation or its stockholders for
          monetary damages for breach or fiduciary duty as a director,
          except for liability (i) for any breach of the director's duty of
          loyalty to the Corporation or its stockholders, (ii) for acts or
          omissions not in good faith or which involve intentional
          misconduct or knowing violation of law, (iii) under Section 174
          of the Delaware General Corporation Law, or (iv) for any
          transaction from which the director derived an improper personal
          benefit.  Any repeal or amendment of this Article Eleventh by the
          stockholders of the Corporation shall be prospective only, and
          shall not adversely affect any limitation on the personal
          liability of a director of the Corporation arising from an act or
          omission occurring prior to the time of such repeal or amendment. 
          In addition to the circumstances in which a director of the
          Corporation is not personally liable as set forth in the
          foregoing provision of this Article Eleventh, a director shall
          not be liable to the Corporation or its stockholders to such
          further extent as permitted by any law hereafter enacted,
          including without limitation any subsequent amendment to the
          Delaware General Corporation Law.

               TENTH:    The Corporation expressly elects not to be
          governed by Section 203 of the General Corporation Law of
          Delaware.