Marvel Entertainment, Inc. Watch

from SC 13D 1 page Exhibit 1 Agreement of Joint Filing Pursuant to Rule 13d-1(f) Promulgated Under the Securities Exchange Act of 1934, the Undersigned Persons Hereby Agree to File With the Securities and Exchange Commission the Statement on Schedule 13d (The "Statement") to Which This Agreement Is Attached as an Exhibit, and Agree That Such Statement, as So Filed, Is Filed on Behalf of Each of Them. in Witness Whereof, the Undersigned Have Executed This Agreement as of August 8, 1997. Dickstein & Co., L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the General Partner of Dickstein Partners, L.P., the General Partner of Dickstein & Co., L.P. /S/ Alan Cooper Name: Alan Cooper Dickstein Focus Fund L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the General Partner of Partners, L.P., the General Partner of Dickstein Focus Fund L.P. /S/ Alan Cooper Name: Alan Cooper Dickstein International Limited By: Alan Cooper, as Vice President of Dickstein Partners Inc., the Agent of Dickstein International Limited /S/ Alan Cooper Name: Alan Cooper Dickstein Partners, L.P. By: Alan Cooper, as Vice President of Dickstein Partners Inc., the General Partner of Dickstein Partners, L.P. /S/ Alan Cooper Name: Alan Cooper Dickstein Partners Inc. By: Alan Cooper, as Vice President /S/ Alan Cooper Name: Alan Cooper /S/ Mark Dickstein Mark Dickstein - 19

from NT 10-K ~5 pages Underwriting agreement

from S-3/A ~50 pages Underwriting Agreement

from S-3 ~50 pages Form of Underwriting Agreement