What If? # 46
- Series: What If?
- Issue: 46
- Publisher: Marvel
- Published Date: August 1984
- Cover: Ron Frenz, Bill Sienkiewicz
- Writers: Peter Gillis
- Pencil: Ron Frenz, Sam de la Rosa
- Ink: Bill Sienkiewicz, Sam de la Rosa
- Appearances: Spider-Man [Peter Parker], Aunt May Parker, Uncle Ben Parker, J. Jonah Jameson, Green Goblin [Norman Osborn], Dr. Octopus, Vulture, Sandman
- Additional Notes: Direct
"What If Spider-Man's Uncle Ben Had Lived?"
Aunt May is killed instead of Uncle Ben.
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