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                                                                       EXHIBIT 3
 
                                SIXTH RESTATED
                          CERTIFICATE OF CORPORATION
                                      OF
                                PRANDIUM, INC.


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                    Pursuant to Section 245 of the General
                   Corporation Law of the State of Delaware


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          The undersigned, Todd E. Doyle certifies that he is the Executive Vice
President and General Counsel of Prandium, Inc., a corporation organized and 
existing under the laws of the State of Delaware (the "Corporation"), and does 
hereby further certify as follows:

          1.   The name of the corporation is Prandium, Inc. (hereinafter, the 
"Corporation"). The name under which the Corporation was originally incorporated
was The Restaurant Enterprises Group, Inc. and the date of filing of the 
original Certificate of Incorporation of the Corporation with the Secretary of 
State of the State of Delaware was September 15, 1986.

          2.   This Sixth Restated Certificate of Incorporation was duly adopted
by the Board of Directors of the Corporation in accordance with the provisions
of Section 245 of the General Corporation Law of the State of Delaware.

          3.   This Sixth Restated Certificate of Incorporation only restates 
and integrates and does not further amend the provisions of the Corporation's 
Certificate of Incorporation as heretofore amended or supplemented and there is 
no discrepancy between those provisions and the provisions of this Sixth
Restated Certificate of Incorporation.

          4.   The Sixth Restated Certificate of Incorporation shall become 
effective at 5.01 p.m. (Delaware time) on April 16, 1999.

          V.   The Corporation does hereby restate and integrate, without 
further amendment, pursuant to Section 245 of the General Corporation Law of the
State of Delaware, its Sixth Restated Certificate of Incorporation, as amended
or supplemented to date, to read in its entirety as set forth below:

                                       

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                                SIXTH RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                                PRANDIUM, INC.

          FIRST: The name of the Corporation is Prandium, Inc. (hereinafter, the
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"Corporation").

          SECOND: The address of the registered office of the Corporation in the
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State of Delaware is 1209 Orange Street, in the City of Wilmington, County of 
New Castle. The name of its registered agent at that address is The Corporation 
Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act 
          -----
or activity for which a corporation may be organized under the General 
Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware
Code (the "GCL").

          FOURTH: The total number of shares of stock which the Corporation 
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shall have authority to issue is 300,000,000 shares of Common Stock, each having
a par value of one cent ($.01), and 50,000,000 shares of Preferred Stock, each 
having a par value of one cent ($.01).

          The Board of Directors is expressly authorized to provide for the 
issuance of all or any shares of the Preferred Stock in one or more classes or 
series, and to fix for each such class or series such voting powers, full or 
limited, or no voting powers, and such distinctive designations, preferences and
relative, participating, optional or other special rights and such 
qualifications, limitations or restrictions thereof, as shall be stated and 
expressed in the resolution or resolutions adopted by the Board of Directors 
providing for the issuance of such class or series and as may be permitted by 
the GCL, including, without limitation, the authority to provide that any such 
class or series may be (i) subject to redemption at such time or times and at 
such price or prices; (ii) entitled to receive dividends (which may be 
cumulative or non-cumulative) at such rates, on such conditions, and at such 
times, and payable in preference to, or in such relation to, the dividends 
payable on any other class or classes or any other series; (iii) entitled to 
such rights upon the dissolution of, or upon any distribution of the assets of, 
the Corporation; or (iv) convertible into, or exchangeable for, shares of any 
other class or classes of stock, or of any other series of the same or any other
class or classes of stock, of the Corporation at such price or prices or at such
rates

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of exchange and with such adjustments; all as may be stated in such resolution 
or resolutions.

          FIFTH: The following provisions are inserted for the management of the
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business and the conduct of the affairs of the Corporation, and for further 
definition, limitation and regulation of the powers of the Corporation and of 
its directors and stockholders:

          (1)  The business and affairs of the Corporation shall be managed by 
     or under the direction of the Board of Directors.

          (2)  The directors shall have concurrent power with the stockholders 
     to make, alter, amend, change, add to or repeal the By-Laws of the
     Corporation.
     
          (3)  The number of directors of the Corporation shall be as from time 
     to time fixed by, or in the manner provided in, the By-Laws of the
     Corporation. Election of directors need not be by written ballot unless the
     By-Laws so provide.

          (4)  No director shall be personally liable to the Corporation or any 
     of its stockholders for monetary damages for breach of fiduciary duty as a
     director, except for liability (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 which involve intentional misconduct or a knowing
     violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any
     transaction from which the director derived an improper personal benefit.
     Any repeal or modification of this Article Fifth by the stockholders of the
     Corporation shall not adversely affect any right or protection of a
     director of the Corporation existing at the time of such repeal or
     modification with respect to acts or omissions occurring prior to such
     repeal or modification.

          (5)  In addition to the powers and authority hereinbefore or by 
     statute expressly 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 any By-Laws
     adopted by the stockholders; provided, however, that no By-Laws hereafter
     adopted by the stockholders shall invalidate any prior act of the

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     directors which would have been valid if such By-Laws had not been adopted.

          (6)  The Corporation shall indemnify its directors and officers to the
     fullest extent authorized or permitted by law, as now or hereafter in
     effect, and such right to indemnification shall continue as to a person who
     has ceased to be a director or officer of the Corporation and shall inure
     to the benefit of his or her heirs, executors and personal and legal
     representatives; provided, however, that, except for proceedings to enforce
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     rights to indemnification, the Corporation shall not be obligated to
     indemnify any director or officer (or his or her heirs, executors or
     personal or legal representatives) in connection with a proceeding (or part
     thereof) initiated by such person unless such proceeding (or part thereof)
     was authorized or consented to by the Board of Directors. The right to
     indemnification conferred by this Article Fifth shall include the right to
     be paid by the Corporation the expenses incurred in defending or otherwise
     participating in any proceeding in advance of its final disposition.

                    The Corporation may, to the extent authorized from time to 
     time by the Board of Directors, provide rights to indemnification and to
     the advancement of expenses to employees and agents of the Corporation
     similar to those conferred in this Article Fifth to directors and officers
     of the Corporation.

                    The rights to indemnification and to the advance of expenses
     conferred in this Article Fifth shall not be exclusive of any other right
     which any person may have or hereafter acquire under this Fifth Restated
     Certificate of Incorporation, the By-Laws of the Corporation, any statute,
     agreement, vote of stockholders or disinterested directors or otherwise.

                    Any repeal or modification of this Article Fifth by the
     stockholders of the Corporation shall not adversely affect any rights to
     indemnification and to the advancement of expenses of a director or officer
     of the Corporation existing at the time of such repeal or modification with
     respect to any acts or omissions occurring prior to such repeal or
     modification.


               SIXTH: Meetings of stockholders may be held within or without the
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State of Delaware, as the By-Laws may provide. The books of the Corporation may 
be kept (subject to any provision contained in the GCL) outside the State of 
Delaware at such place or places as may be designated from time to time by the 
Board of Directors or in the By-Laws of the Corporation.

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     SEVENTH: The Corporation reserves the right to amend, alter, change or 
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repeal any provision contained in this Fifth Restated Certificate of 
Incorporation, in the manner now or hereafter prescribed by statute, and all 
rights conferred upon stockholders herein are granted subject to this 
reservation.

     EIGHTH: In furtherance and not in limitation of the powers conferred upon 
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it by the laws of the State of Delaware, the Board of Directors shall have the 
power to adopt, amend, alter or repeal the Corporation's By-Laws.
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     IN WITNESS WHEREOF, the Corporation has caused this Sixth Restated 
Certificate of Incorporation to be executed in its corporate name this 16th day 
of April, 1999.


                                        PRANDIUM, INC.



                                        /s/ Todd E. Doyle
                                        -----------------------------
                                        Todd E. Doyle
                                        Executive Vice President and
                                        General Counsel