CERTIFICATE OF AMENDMENT

                                       OF

                    THE RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            MARVEL ENTERPRISES, INC.

                    Adopted in accordance with the provisions

                    of Section 242 of the General Corporation

                          Law of the State of Delaware

I, F. Peter Cuneo, President of Marvel Enterprises, Inc., a corporation existing
under the laws of the State of Delaware (the
"Corporation"), do hereby certify as follows:

FIRST:  That the Restated  Certificate of  Incorporation  of the Corporation has
been  amended by striking out the whole of Article VIII thereof as it now exists
and inserting in lieu and instead thereof a new Article VIII reading as follows:

                                  ARTICLE VIII

                          MANAGEMENT OF THE CORPORATION

8.1  Except as  otherwise  provided  herein,  the  business  and  affairs of the
Corporation  shall  be  managed  by or  under  the  direction  of the  Board  of
Directors.  The Board of Directors shall be divided into three classes: Class I,
Class II and Class III.  The classes  shall be as nearly  equal in number as the
then  total  number of  directors  constituting  the entire  Board of  Directors
permits,  with the three-year  term of service of each class staggered to expire
in successive  years.  The directors shall be assigned to a class at the time of
their election.

Initially,  the  directors  in Class I and Class II will hold office for one and
two-year terms, respectively. The directors appointed to Class I shall initially
serve one-year terms and shall be eligible for  re-election  for full three-year
terms at the  Corporation's  annual meeting of  stockholders to be held in 2002.
The directors  appointed to Class II shall  initially  serve  two-year terms and
shall be  eligible  for  re-election  for full  three-year  terms at the  annual
meeting of stockholders to be held in 2003. The directors appointed to Class III
shall  initially  serve  full  three-year   terms  and  shall  be  eligible  for
re-election for new three-year terms at the annual meeting of stockholders to be
held in 2004.  At each annual  meeting of  stockholders,  the  successors to the
class of directors  whose term shall then expire shall be elected to hold office
for a term expiring at the third  succeeding  annual meeting of stockholders and
each  director so elected  shall hold office until his  successor is elected and
qualified,  or until  his  earlier  resignation  or  removal.  If the  number of
directors is changed,  any increase or decrease in the number of directors shall
be apportioned among the three classes so as to make all classes as nearly equal
in number as possible, and the Board of Directors shall decide which class shall
contain an unequal number of directors.

8.2  Except  to  the  extent  necessary  to  implement  the  provisions  of  the
stockholders' agreement (the "Stockholders' Agreement"),  dated as of October 1,
1998, among Avi Arad, the various Dickstein  entities and individuals  listed on
the signature pages thereto, Isaac Perlmutter,  Isaac Perlmutter T.A., the Laura
& Isaac Perlmutter  Foundation  Inc.,  Object Trading Corp., Zib Inc., The Chase
Manhattan  Bank,  Morgan Stanley & Co.  Incorporated,  Whippoorwill  Associates,
Incorporated,  and the Corporation,  as such agreement is in effect on September
30,  2001,  any  vacancies  in the Board of  Directors  for any reason,  and any
directorships  resulting  from any increase in the number of  directors,  may be
filled only by the Board of  Directors,  acting by a majority  of the  directors
then in office (even though such number of directors may constitute  less than a
quorum) and any directors so chosen shall hold office until the next election of
the class for which  such  directors  shall  have been  chosen  and until  their
successors shall be elected and qualified.

8.3 Election of directors need not be by written ballot unless the By-Laws so
provide.

8.4 The Board of Directors shall have the power to adopt,  amend, and repeal the
By-Laws of the Corporation.

8.5 The  stockholders  and  directors  shall have the power,  if the  By-Laws so
provide,  to hold  their  respective  meetings  within or  without  the State of
Delaware  and may (except as otherwise  required by law) keep the  Corporation's
books outside the State of Delaware,  at such places as from time to time may be
designated by the By-Laws or the Board of Directors.

8.6 Subject to the rights of the holders of any series of  Preferred  Stock with
respect to such series of Preferred Stock and except to the extent  necessary to
implement  the  provisions  of the  Stockholders'  Agreement  (as in  effect  on
September  30,  2001),  any  action  required  or  permitted  to be taken by the
stockholders of the Corporation must be effected at a meeting of stockholders of
the  Corporation  and may not be  effected  by any  consent  in  writing by such
stockholders.

8.7 Notwithstanding anything to the contrary contained in the By-Laws, a special
meeting of the  stockholders  for any purpose or  purposes  may be called at any
time or from time to time by the Chief  Executive  Officer  or  Chairman  of the
Board of Directors,  and shall be called at any time or from time to time at the
request in writing of a majority  of the total  number of  directors  in office.
Except as provided in the  immediately  following  sentence of this Section 8.7,
special  meetings may not be called by any other  person or persons.  Solely for
the purposes of implementing the provisions of the  Stockholders'  Agreement (as
in effect on September 30, 2001), a special  meeting shall also be called by the
Chief  Executive  Officer or the Secretary upon the written  request of not less
than 15% in  interest  of the  stockholders  entitled  to vote  thereat.  At any
special meetings,  no business shall be transacted and no corporate action shall
be taken other than as stated in the notice of the meeting.

8.8 In addition to the powers and authority  hereinbefore  conferred  upon them,
the directors  are hereby  empowered to exercise all such powers and do all such
acts  and  things  as may be  exercised  or  done by the  Corporation,  subject,
nevertheless,  to the provisions of the GCL, this Certificate of  Incorporation,
and the By-Laws;  provided,  however,  that no By-Laws  hereafter  adopted shall
invalidate  any prior act of the  directors  which would have been valid if such
By-Laws had not been adopted.

SECOND:  That  such  amendment  has been duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware by the vote of the majority of the  outstanding  stock entitled to vote
thereon.

IN WITNESS  WHEREOF,  I have signed this  certificate  this 31st day of January,
2002.

By: /s/F. Peter Cuneo

----------------------------
F. Peter Cuneo, President