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                                                                     Exhibit 3.b

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                       SIX FLAGS ENTERTAINMENT CORPORATION
                            (a Delaware corporation)

                                      INTO

                          PREMIER PARKS OPERATIONS INC.
                            (a Delaware corporation)

It is hereby certified that:

            1. Six Flags Entertainment Corporation (hereinafter sometimes
referred to as the "Corporation") is a business corporation of the State of
Delaware.

            2. The Corporation, as the owner of all of the outstanding shares of
common stock, par value $0.05 per share, of Premier Parks Operations Inc.
("PPO"), which is also a business corporation of the State of Delaware, hereby
merges itself into PPO.

            3. On October 29, 1999, the Board of Directors of the Corporation
adopted the following resolutions to merge the Corporation with and into PPO:

            RESOLVED, that the Corporation merge with and into Premier Parks
      Operations Inc. ("PPO") pursuant to Section 253 of the General Corporation
      Law of the State of Delaware (the "Merger"); that at the effective time of
      such Merger (the "Effective Time"), the separate existence of the
      Corporation shall cease and PPO shall be the surviving corporation to the
      Merger (the "Surviving Corporation"); and that at the Effective Time, all
      of the estate, property, rights, privileges, powers and franchises of the
      Corporation be vested in and held and enjoyed by the Surviving Corporation
      as fully and entirely and without change or diminution as the same were
      held and enjoyed by the Corporation in its name prior to the Effective
      Time; and be it further

            RESOLVED, that at the Effective Time, PPO shall assume all of the
      obligations of the Corporation; and be it further

            RESOLVED, that the Corporation shall cause to be executed and filed
      and/or recorded the documents prescribed by the laws of the State of
      Delaware and by the laws of any other appropriate jurisdiction to effect
      the Merger and will cause to be performed all necessary acts within the
      State of Delaware and within any other appropriate jurisdiction to effect
      the Merger; and each of the officers of the Corporation be, and each of
      them hereby is, authorized and directed, in the name and on behalf of the
      Corporation and under its corporate seal or otherwise, to execute and file
      with the Secretary of State of the State of Delaware a Certificate of
      Ownership and Merger in accordance with the General Corporation Law of the
      State of Delaware and to take such other actions as may be necessary or
      appropriate under the General

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      Corporation Law of the State of Delaware to effect such Merger; and be it
      further

            RESOLVED, that the Effective Time of the Merger shall occur upon the
      filing of the Certificate of Ownership and Merger; and be it further

            RESOLVED, that at the Effective Time, each share of common stock,
      par value $0.05 per share, of PPO (the "PPO Common Stock") issued and
      outstanding immediately prior to the Effective Time shall be canceled; and
      be it further

            RESOLVED, that at the Effective Time, each share of common stock,
      par value $0.01 per share, of the Corporation (the "Parent Common Stock")
      issued and outstanding immediately prior to the Effective Time shall be
      canceled and converted into the right of the holder of any such share of
      Parent Common Stock to receive one share of PPO Common Stock, and from and
      after the Effective Time, the holders of all of said issued and
      outstanding shares of Parent Common Stock shall automatically be and
      become holders of shares of PPO Common Stock upon the basis above
      specified, whether or not certificates representing such shares are then
      issued; and be it further

            RESOLVED, that each share of Parent Common Stock which shall be
      issued and held by the Corporation as a treasury share immediately prior
      to the Effective Time shall be converted into one share of PPO Common
      Stock and shall be held in the treasury of the Surviving Corporation until
      sooner disposed of; and be it further

            RESOLVED, that after the Effective Time of the Merger, each holder
      of record of any outstanding certificate or certificates theretofore
      representing Parent Common Stock may surrender the same to the Surviving
      Corporation at its offices and such holder shall be entitled upon such
      surrender to receive in exchange therefor a certificate or certificates
      representing an equal number of shares of PPO Common Stock. Until so
      surrendered, each outstanding certificate which prior to the Effective
      Time of the Merger represented one or more shares of Parent Common Stock
      shall be deemed for all purposes to evidence ownership of an equal number
      of shares of PPO Common Stock; and be it further

            RESOLVED, that the members of the Board of Directors and officers of
      PPO immediately prior to the Effective Time of the Merger shall be the
      members of the Board of Directors and the corresponding officers of the
      Surviving Corporation immediately after the Effective Time of the Merger;
      and be it further

            RESOLVED, that from and after the Effective Time, the Certificate of
      Incorporation of the Surviving Corporation shall be the Certificate of
      Incorporation of PPO, and the By-Laws of the Surviving Corporation shall
      be the By-Laws of PPO as in effect immediately prior to the Effective Time
      and


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      said Certificate of Incorporation shall continue in full force and effect
      until amended and changed in the manner prescribed by the provisions of
      the General Corporation Law of the State of Delaware; and be it further

            RESOLVED, that from and after the Effective Time of the Merger, the
      assets and liabilities of the Corporation and of PPO shall be entered on
      the books of the Surviving Corporation at the amounts at which they shall
      be carried at such time on the respective books of the Corporation and
      PPO, subject to such inter-corporate adjustments or eliminations, if any,
      as may be required to give effect to the Merger; and, subject to such
      action as may be taken by the Board of Directors of the Surviving
      Corporation, in accordance with generally accepted accounting principles,
      the capital and surplus of the Surviving Corporation shall be equal to the
      capital and surplus of the Corporation and of PPO; and be it further

            RESOLVED, that the officers of the Corporation be, and each of them
      acting alone without the others hereby is, authorized, empowered and
      directed to take all such further actions required by law or otherwise
      necessary or desirable to execute all such other instruments and documents
      in the name and on behalf of the Corporation and to pay all such expenses
      and to do any and all acts and things whatsoever as they shall deem
      necessary or appropriate in order to carry out fully the intent and
      purposes of the foregoing resolutions and each of them.

            4. On October 29, 1999, the sole stockholder of the Corporation
adopted the following resolutions to merge the Corporation with and into PPO:

            RESOLVED, that Six Flags Entertainment Corporation, a Delaware
      corporation and a wholly-owned subsidiary of this corporation ("SFEC"),
      merge with and into Premier Parks Operations Inc., a Delaware corporation
      and wholly owned subsidiary of SFEC, pursuant to the Section 253 of the
      General Corporation Law of the State of Delaware (the "Merger"); and be it
      further


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            RESOLVED, that in connection with the Merger, the proper officers of
      SFEC shall be, and they hereby are, authorized, empowered and directed to
      prepare, or cause to be prepared, execute, deliver and file or cause to be
      filed with the Office of the Secretary of State of the State of Delaware
      an appropriate Certificate of Ownership and Merger in the form approved by
      such officers, and that in connection with the Merger, the proper officers
      of SFEC shall be, and they hereby are, authorized, empowered and directed
      to take all such further actions required by law or otherwise necessary or
      desirable to execute all such other instruments and documents in the name
      and on behalf of SFEC and to pay all such expenses and to do any and all
      acts and things whatsoever as they shall deem necessary or appropriate in
      order to carry out fully the intent and purposes of the foregoing
      resolutions and each of them.


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Executed on November ___, 1999


                                     SIX FLAGS ENTERTAINMENT CORPORATION


                                     By:
                                        -------------------------------------
                                        Kieran E. Burke
                                        Chairman and Chief Executive Officer


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