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                                                                  EXHIBIT 3.1(b)


                      RESTATED CERTIFICATE OF INCORPORATION
                            OF WALL STREET DELI, INC.


                           Originally Incorporated on
                               September 17, 1986
                             as Sandwich Chef, Inc.

         In accordance with the provisions of section 245 (c) of the Delaware
General Corporation Law, the undersigned Corporation, pursuant to a Resolution
duly adopted by its Board of Directors, hereby adopts the following Restated
Certificate of Incorporation:

                                    ARTICLE I

                  The name of the corporation is Wall Street Deli, Inc. The
Corporation was formerly known as Sandwich Chef, Inc., and its certificate of
incorporation was originally filed with the Delaware Secretary of State on the
17th day of September, 1986.

                                   ARTICLE II

                  The address of its registered office in the State of Delaware
is 1209 Orange Street, Wilmington (19801), County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.

                                   ARTICLE III

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

                                   ARTICLE IV

                  The total number of shares of stock which the Corporation
shall have authority to issue is twenty million (20,000,000) shares of common
stock having a par value of five cents ($.05) per share, amounting in the
aggregate to $1,000,000 total par value for all shares.



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                                    ARTICLE V

                  The period for the duration of the Corporation shall be
perpetual.

                                   ARTICLE VI

                  This Corporation may from time to time issue its shares of
stock for such consideration as may be fixed from time to time by the Board of
Directors and may receive in payment thereof, in whole or in part, cash, labor
done, personal property, or real property, or leases thereof. In the absence of
actual fraud in the transaction, the judgment of the Board of Directors as to
the value of such labor, property, real estate or leases thereof, shall be
conclusive. Any and all shares so issued for which the consideration so fixed
shall have been paid or delivered shall be deemed fully paid stock and shall
not be liable to any further call or assessment thereon, and the holders of
such shares shall not be liable for any further payment in respect thereof.

                                   ARTICLE VII

                  The corporate powers shall be exercised by the Board of
Directors, except as otherwise provided by statute or by the Certificate of
Incorporation. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

         (a) To alter, amend and repeal the bylaws or adopt new bylaws of the
         Corporation, provided, however, that the Board of Directors may not
         alter, amend or repeal any bylaw establishing the number of directors,
         or what constitutes a quorum at stockholders' meetings.

         (b) To fix and determine and to vary the amount of working capital of
         the Corporation; to determine whether any, and if any, what part of
         any, accumulated profits shall be declared and paid as dividends; to
         determine the date or dates for the declaration and payment of
         dividends; and to direct and determine the use and disposition of any
         surplus or net profits over and above the capital stock paid in.

         The Corporation may, in its bylaws, confer powers upon its Board of
Directors in addition to the foregoing, and in addition to the powers and
authority expressly conferred upon directors by statute. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if prior to such action, a written
consent thereto is signed by all members of the Board or of such committee, as
the case may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.

                                  ARTICLE VIII

                  (a) The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or



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proceeding, whether civil, criminal, administrative or investigative, including
appeals (other than an action by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer, employee or agent of this
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contenders or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

                  (b) The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed claim, action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer. employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, partner, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

                  (c) To the extent that a director, officer, employee or agent
of the Corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith, notwithstanding that he has
not been successful on any other claim, issue or matter in any such action,
suit or proceeding.

                  (d) An indemnification under subsections (a) and (b) of this
Article (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in subsections (a) and
(b). Such determination shall be made (1) by the Board of Directors by a
majority vote of



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a quorum consisting of directors who were not parties to, or who have been
wholly successful on the merits or otherwise with respect to, such claim,
action, suit or proceeding, or (2) if such quorum is not obtainable, or even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.

                  (e) Expenses (including attorneys' fees) incurred in
defending a civil or criminal claim, action, suit or proceeding may be paid by
the Corporation in advance of the final disposition of such claim, action, suit
or proceeding as authorized in the manner provided in subsection (d) upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount if and to the extent that it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this section.

                  (f) The indemnification authorized by this Article shall not
be deemed exclusive of and shall be in addition to any other rights (whether
created prior or subsequent to the date of these Articles) to which those
indemnified may be entitled under any statute, rule of law, provision of
articles of incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                  (g) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation or was serving at the request of the Corporation as
a director, officer, partner, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article.

                  (h) Should the scope of indemnity provided by the foregoing
be greater than the maximum scope of indemnity which the Corporation may
lawfully grant by means of an express declaration, this Article shall not be
invalid in its entirety but shall be construed to provide the maximum scope of
indemnity which the Corporation could have lawfully granted by this Article or
by any other authority.

                                   ARTICLE IX

                  No contract or other transaction between this Corporation and
any person, firm, association or corporation and no other act of this
Corporation shall, in the absence of fraud, be invalidated or in any way
affected by the fact that any of the directors of the Corporation are, directly
or indirectly, pecuniarily or otherwise interested in such contract,
transaction, or other act, or related to or interested in (either as director,
stockholder, officer, employee, member or otherwise) such person, firm,
association or corporation. Any director of the Corporation



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individually, or any firm or association of which any director may be a member,
may be a party to, or may be pecuniarily or otherwise interested in, any
contract or transaction of the Corporation, provided that the fact that he,
individually, or such firm or association is so interested, shall be disclosed
or known to the Board of Directors or a majority of the members thereof as
shall be present at any meeting of the Board of Directors, or of any committee
of directors having the powers of the full board, at which action upon any such
contract, transaction or other act is taken; and if such fact shall be so
disclosed or known, any director of this Corporation so related or otherwise
interested may be counted in determining the presence of a quorum at any
meeting of the Board of Directors, or of such committee, at which action upon
any such contract, transaction or act shall be taken, and may vote thereat with
respect to such action with like force and effect as if he were not so related
or interested. Any director of the Corporation may vote upon any contract or
other transaction between the Corporation any subsidiary or affiliated
corporation without regard to the fact that he is also a director of such
subsidiary of affiliated corporation.

                                    ARTICLE X

                  Meetings of stockholders may be held within or without the
State of Delaware, as the bylaws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) 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 bylaws of the Corporation.

                                   ARTICLE XI

                  The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this 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.

         The Foregoing Restated Certificate of Incorporation restates and
integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation as heretofore amended, correctly sets forth
without discrepancy the corresponding provisions of the Certificate of
Incorporation as heretofore amended, and supersedes the original Certificate of
Incorporation and all amendments thereto.

Dated:    January 22, 1998

                             WALL STREET DELI, INC.

                              /s/ Alan V. Kaufman
                             ---------------------------------------------------
                             Alan V. Kaufman, Chairman of the Board of Directors

                              /s/ Louis C. Henderson
                             ---------------------------------------------------
                             Louis C. Henderson, Jr., President

                              /s/ Steven G. Barrow
                             ---------------------------------------------------
                             Steven G. Barrow, Secretary



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