Exhibit 3(i)



                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            MARVEL ENTERPRISES, INC.

               Marvel Enterprises, Inc., a corporation (the "Corporation")
organized and existing under the General Corporation Law of the State of
Delaware (the "GCL"), does hereby certify as follows:

        1.     The present name of the Corporation is Marvel Enterprises, Inc.
The Corporation was originally incorporated under the name "Toy Biz Acquisition,
Inc.," and its original certificate of incorporation was filed with the office
of the Secretary of State of the State of Delaware on March 18, 1993.

        2.     This Restated Certificate of Incorporation was duly adopted in
accordance with Sections 242 and 245 of the GCL, after an annual meeting of
stockholders called and held upon notice in accordance with Section 222 of the
GCL and after a vote of stockholders thereat.

        3.     This Restated Certificate of Incorporation restates and
integrates and further amends the certificate of incorporation of the
Corporation, as heretofore amended, supplemented, and/or restated (the
"Certificate of Incorporation").

        4.     The text of the Certificate of Incorporation is hereby restated
and integrated and further amended to read in its entirety as follows:

                                   ARTICLE I

                                      NAME

               The name of the Corporation is Marvel Enterprises, Inc. (the
"Corporation").

                                   ARTICLE II

                                REGISTERED OFFICE

               The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle, and the name of the registered agent of the Corporation at such address
is The Prentice-Hall Corporation System, Inc.


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                                  ARTICLE III

                                    PURPOSES

               The nature of the business or purposes of the Corporation is to
engage in any lawful act or activity for which corporations may be organized
under the GCL.

                                   ARTICLE IV

                                CAPITAL STRUCTURE

        4.1    Authorized Capital Stock. The total number of shares of capital
stock which the Corporation shall have authority to issue is 350,000,000 shares,
consisting of two classes of capital stock:

               (a) 250,000,000 shares of common stock, par value $.01 per share
(the "Common Stock"); and

               (b) 100,000,000 shares of preferred stock, par value $.01 per
share (the "Preferred Stock").

        4.2    Designations, Preferences, etc. The designations, preferences,
powers, and relative, participating, optional, and other rights and the
qualifications, limitations, and restrictions thereof, of the capital stock of
the Corporation shall be as set forth in this Certificate of Incorporation.

                                   ARTICLE V

                                  COMMON STOCK

        5.1    Dividends. Subject to any preferential or other rights of the
holders of outstanding shares of Preferred Stock, when, as, and if dividends are
declared by the Corporation's Board of Directors in accordance with the
provisions of this Certificate of Incorporation on outstanding shares of Common
Stock, whether payable in cash, in property, or in securities of the
Corporation, the holders of shares of the Common Stock shall be entitled to
share equally in and to receive all such dividends, in accordance with the
number of shares of Common Stock held by each such holder.

        5.2    Liquidation Rights. Upon any duly authorized voluntary or any
involuntary liquidation, dissolution, or winding-up of the affairs of the
Corporation, after payment in full or reasonable provision for payment in full
of all claims and obligations of the Corporation, in accordance with Section 281
of the GCL, as the same now exists or may hereafter be amended, or with the
provisions of any successor statute, shall have been made, and subject to any
preferential or other rights of holders of outstanding shares of Preferred
Stock, the holders of shares of Common Stock shall be entitled to share


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ratably, in accordance with the number of shares of Common Stock held by each
such holder, in all remaining assets of the Corporation available for
distribution among the holders of Common Stock, whether such assets are capital,
surplus, or earnings. For the purposes of this Paragraph 5.2, neither the
consolidation or merger of the Corporation with or into any other entity or
entities, nor the sale, lease, exchange or transfer by the Corporation of all or
any part of its assets, nor the reduction of the number of authorized shares of
the capital stock or any class or series thereof of the Corporation, shall be
deemed to be a voluntary or involuntary liquidation, dissolution, or winding-up
of the Corporation as those terms are used in this Paragraph 5.2.

        5.3    Voting Rights. At each annual or special meeting of stockholders
and for all other purposes, each holder of record of shares of Common Stock on
the relevant record date shall be entitled to one (1) vote for each share of
Common Stock standing in such holder's name on the stock transfer records of the
Corporation. The holders of shares of Common Stock shall not have cumulative
voting rights.

        5.4    No Preemptive or Subscription Rights. No holder of shares of
Common Stock shall be entitled to preemptive or subscription rights.

                                   ARTICLE VI

                                 PREFERRED STOCK

               Shares of Preferred Stock may be issued from time to time in one
or more series only as may be determined and authorized in accordance with the
provisions of this Certificate of Incorporation. Subject to the provisions of
this Certificate of Incorporation, the Board of Directors is expressly
authorized, to the fullest extent permitted by law, to fix and alter the powers,
designations, preferences, and relative, optional, participating, and other
rights, and the qualifications, limitations, and restrictions thereof, granted
to or imposed upon any wholly unissued series of Preferred Stock and, unless
otherwise provided in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any such series, to increase
(but not above the total number of authorized shares of Preferred Stock) or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any such series subsequent to the issue of shares of
that series.

               Authorized and unissued shares of any series of Preferred Stock
may be issued with such designations, powers, voting rights, preferences, and
relative, participating, optional and other rights, if any, and such
qualifications, limitations and restrictions thereof, if any, only as may be
authorized in accordance with the provisions of this Certificate of
Incorporation prior to the issuance of any shares of such series of Preferred
Stock, including, but not limited to: (i) the distinctive designation of each
series and the number of shares that will constitute such series; (ii) the
voting rights, if any, of shares of such series and whether the shares of any
such series having voting


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rights shall have multiple votes per share; (iii) the dividends payable on the
shares of such series, any restriction, limitation, or condition upon the
payment of such dividends, whether dividends shall be cumulative, and the dates
on which dividends are payable; (iv) the prices at which, and the terms and
conditions on which, the shares of such series may be redeemed, if such shares
are redeemable; (v) the purchase or sinking fund provisions, if any, for the
purchase or redemption of shares of such series; (vi) any preferential amount
payable upon shares of such series in the event of the liquidation, dissolution,
or winding-up of the Corporation, or any distribution of its assets; and (vii)
the prices or rates of conversion or exchange at which, and the terms and
conditions on which, the shares of such series are convertible or exchangeable,
if such shares are convertible or exchangeable.

               Any and all shares of Preferred Stock issued and for which full
consideration has been paid or delivered shall be deemed fully paid and
non-assessable shares, and the holder thereof shall not be liable for any
further payment thereon.

        6.1    Class A Junior Participating Preferred Stock; Designation and
Amount. The shares of such series shall be designated as Class A Junior
Participating Preferred Stock, $.01 par value per share (the "Class A Preferred
Stock"), and the number of shares constituting the Class A Preferred Stock shall
be two million five hundred thousand (2,500,000). Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided, that
no decrease shall reduce the number of shares of Class A Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Class A Preferred Stock.

        6.2    Dividends and Distributions

               (a) Subject to the prior and superior rights of the holders of
any shares of any class or series of stock of this Corporation ranking prior and
superior to the Class A Preferred Stock with respect to dividends, the holders
of shares of Class A Preferred Stock, in preference to the holders of Common
Stock and of any other stock ranking junior to the Class A Preferred Stock,
shall be entitled to receive, when, as and if authorized by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the fifteenth day of January, April, July and October of each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Class A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $0.10
or (b) an amount, subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares


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<PAGE>


of Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Class A Preferred Stock. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount to which holders of shares of Class A Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

               (b) The Corporation shall declare a dividend or distribution on
the Class A Preferred Stock as provided in paragraph (a) of this Section 6.2
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $0.10 per share on the
Class A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

               (c) Dividends shall begin to accrue and be cumulative on
outstanding shares of Class A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Class A Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Class A Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Class A Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the date
fixed for the payment thereof.

               (d) In determining whether a distribution (other than upon
voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares of stock


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of the Corporation or otherwise, is permitted under the DGCL, amounts that would
be needed, if the Corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of holders of
the Class A Preferred Stock shall not be added to the Corporation's total
liabilities.

        6.3    Voting Rights. The holders of shares of Class A Preferred Stock
shall have the following voting rights:

               (a) Subject to the provision for adjustment hereinafter set
forth, each share of Class A Preferred Stock shall entitle the holder thereof to
100 votes on all matters submitted to a vote of the holders of Common Stock. In
the event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of Class A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

               (b) Except as otherwise provided herein, or in any Certificate of
Designation, Preferences and Rights creating a series of Preferred Stock or any
similar stock, the holders of shares of Class A Preferred Stock and the holders
of shares of Common Stock and any other shares of stock of the Corporation
having general voting rights shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.

               (c) Except as set forth herein, or as otherwise provided by law,
holders of Class A Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

        6.4    Certain Restrictions.

               (a) Whenever quarterly dividends or other dividends or
distributions payable on the Class A Preferred Stock as provided in Section 6.2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Class A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

               (i)    declare or pay dividends, or make any other distributions,
                      on any shares of stock ranking junior (either as to
                      dividends


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<PAGE>


                      or upon liquidation, dissolution or winding up) to the
                      Class A Preferred Stock;

               (ii)   declare or pay dividends, or make any other distributions,
                      on any shares of stock ranking on a parity (either as to
                      dividends or upon liquidation, dissolution or winding up)
                      with the Class A Preferred Stock, except dividends paid
                      ratably on the Class A Preferred Stock and all such parity
                      stock on which dividends are payable or in arrears in
                      proportion to the total amounts to which the holders of
                      all such shares are then entitled;

               (iii)  redeem or purchase or otherwise acquire for consideration
                      shares of any stock ranking junior (either as to dividends
                      or upon liquidation, dissolution or winding up) to the
                      Class A Preferred Stock, provided that the Corporation may
                      at any time redeem, purchase or otherwise acquire shares
                      of any such junior stock in exchange for shares of any
                      stock of the Corporation ranking junior (both as to
                      dividends and upon dissolution, liquidation or winding up)
                      to the Class A Preferred Stock; or

               (iv)   redeem or purchase or otherwise acquire for consideration
                      any shares of Class A Preferred Stock, or any shares of
                      stock ranking on a parity with the Class A Preferred
                      Stock, except in accordance with a purchase offer made in
                      writing or by publication (as determined by the Board of
                      Directors) to all holders of such shares upon such terms
                      as the Board of Directors, after consideration of the
                      respective annual dividend rates and other relative rights
                      and preferences of the respective series and classes,
                      shall determine in good faith will result in fair and
                      equitable treatment among the respective series or
                      classes.

               (b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section 6.4, purchase or otherwise acquire such shares at such time and in
such manner.

        6.5    Reacquired Shares. Any shares of Class A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall become authorized but unissued shares of Preferred Stock and may be
reissued as part of a new series of Preferred Stock subject to the conditions
and restrictions on issuance set forth


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herein or in any Certificate of Designation, Preferences and Rights creating a
series of Preferred Stock or any similar stock or as otherwise required by law.

        6.6    Liquidation, Dissolution or Winding Up.

               (a) Upon any liquidation, dissolution or winding up of the
Corporation, voluntary or otherwise, no distribution shall be made (1) to the
holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Class A Preferred Stock unless,
prior thereto, the holders of shares of Class A Preferred Stock shall have
received an amount per share (the "Class A Liquidation Preference") equal to $10
per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment
provided that the holders of shares of Class A Preferred Stock shall be entitled
to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Class A Preferred Stock, except
distributions made ratably on the Class A Preferred Stock and all such parity
stock in proportion to the total amounts to which the holders of all such shares
are entitled upon such liquidation, dissolution or winding up. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Class A Preferred Stock were
entitled immediately prior to such event under the proviso in clause (1) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that are outstanding immediately prior to such event.

               (b) In the event, however, that there are not sufficient assets
available to permit payment in full of the Class A Liquidation Preference and
the liquidation preferences of all other classes and series of stock of the
Corporation, if any, that rank on a parity with the Class A Preferred Stock in
respect thereof, then the assets available for such distribution shall be
distributed ratably to the holders of the Class A Preferred Stock and the
holders of such parity shares in proportion to their respective liquidation
preferences.

               (c) Neither the merger or consolidation of the Corporation into
or with another corporation nor the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
6.6.


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        6.7    Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Class A Preferred Stock shall at the same time be similarly exchanged or changed
into an amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Class A Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

        6.8    No Redemption. The shares of Class A Preferred Stock shall not be
redeemable by the Company.

        6.9    Rank. The Class A Preferred Stock shall rank, with respect to the
payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up, junior to all series of any other class of the
Corporation's Preferred Stock, except to the extent that any such other series
specifically provides that it shall rank on a parity with or junior to the Class
A Preferred Stock.

        6.10   Amendment. At any time any shares of Class A Preferred Stock are
outstanding, this Certificate of Incorporation shall not be amended in any
manner which would materially alter or change the powers, preferences or special
rights of the Class A Preferred Stock, as set forth herein, so as to affect them
adversely without the affirmative vote of the holders of at least two-thirds of
the outstanding shares of Class A Preferred Stock, voting separately as a single
class.

        6.11   Fractional Shares. Class A Preferred Stock may be issued in
fractions of a share that shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Class A Preferred Stock.


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                                  ARTICLE VII

                          MANAGEMENT OF THE CORPORATION

        7.1    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.

               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.

        7.2    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.

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

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

        7.5    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.

        7.6    Subject to the rights of the holders of any series of Preferred
Stock with respect to such series of Preferred Stock, 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.


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        7.7    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 7.7, special meetings may not be called by any other person or persons.
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.

        7.8    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.


                                  ARTICLE VIII

                                   AMENDMENTS

               The Corporation reserves the right to amend or repeal any
provisions contained in this Certificate of Incorporation from time to time and
at any time in the manner now or hereafter prescribed in this Certificate of
Incorporation or the By-Laws or required by the laws of the State of Delaware,
and all rights herein conferred upon stockholders are granted subject to such
reservation.

                                   ARTICLE IX

                      LIMITATION OF LIABILITY OF DIRECTORS

               No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, that the foregoing clause shall not eliminate or
limit the liability of a director (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 that involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which
the director derived an improper personal benefit. For purposes of the prior
sentence, the term "damages" shall, to the extent permitted by law, include
without limitation, any judgment, fine, amount paid in settlement, penalty,
punitive damages, excise or other tax assessed with respect to an employee
benefit plan, or expense of any nature (including, without limitation, counsel
fees and disbursements). Each person who serves as a director of the Corporation
while this Article IX is in effect shall be deemed to be doing so in reliance on
the provisions of this Article IX. Any


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repeal or modification of this Article IX shall not adversely affect any right
or protection of a director existing prior to such repeal or modification. The
provisions of this Article IX are cumulative and shall be in addition to and
independent of any and all other limitations on or eliminations of the
liabilities of directors of the Corporation, as such, whether such limitations
or eliminations arise under or are created by any law, rule, regulation, by-law,
agreement, vote of stockholders or directors, or otherwise.

               IN WITNESS WHEREOF, the Corporation has caused this Certificate
of Incorporation to be duly executed and acknowledged, this 12th day of May,
2004.

                                          MARVEL ENTERPRISES, INC.


                                          By:     /s/ Allen S. Lipson
                                             --------------------------------
                                              Name:      Allen S. Lipson
                                              Title:     President and Chief
                                                         Executive Officer


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