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                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                         DOMINICK'S SUPERMARKETS, INC.

                      ___________________________________


     Dominick's Supermarkets, Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

     (a) The name of the Corporation is Dominick's Supermarkets, Inc. and the
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on January 17, 1995 under the name DFF Holdings, Inc.

     (b) Pursuant to and in accordance with the provisions of Sections 242 and
245 of the General Corporation Law of the State of Delaware, this Amended and
Restated Certificate of Incorporation amends and restates the provisions of the
Certificate of Incorporation of this Corporation, and the consents of the
stockholders of the Corporation have been given in accordance with the
provisions of Section 228 and Section 242 of the General Corporation Law of the
State of Delaware.

     (c) The text of the Certificate of Incorporation of the Corporation as
heretofore amended or supplemented is hereby amended and restated to read in
its entirety as follows:

                                ARTICLE I.  NAME

     The name of the Corporation is Dominick's Supermarkets, Inc.

                         ARTICLE II.  REGISTERED OFFICE

     The address of its registered office in the State of Delaware is 1013
Centre Road, in the City of Wilmington, County of New Castle, 19805.  The name
of its registered agent at such address is The Prentice-Hall Corporation
System, Inc.

                             ARTICLE III.  BUSINESS

     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 the State of Delaware as from time to time
amended.

                     ARTICLE IV.  AUTHORIZED CAPITAL STOCK

     The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is Sixty Four Million (64,000,000)
shares, divided into the three following classes:

      (i)  Fifty Million (50,000,000) shares of Common Stock, par value
           $.01 per share ("Common Stock");


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      (ii) Ten Million (10,000,000) shares of Non-Voting Common Stock,
           par value $.01 per share ("Non-Voting Common Stock"); and

      (iii) Four Million (4,000,000) shares of Preferred Stock, par
           value $.01 per share ("Preferred Stock").

     Such stock may be issued by the Corporation from time to time for such
consideration as may be fixed from time to time by the Board of Directors of
the Corporation (the "Board of Directors").  The Corporation shall have the
power to issue fractions of shares of its capital stock.

     The powers, preferences and rights of each class of stock and the
qualifications, limitations and restrictions thereof, and the express grant of
authority to the Board of Directors to fix by resolution the designations and
the powers, preferences and rights of each share of Non-Voting Common Stock or
Preferred Stock and the qualifications, limitations and restrictions thereof
which are not fixed by this Amended and Restated Certificate of Incorporation,
are as set forth below.

     A. Stock Split.

     Upon the effectiveness of this Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware, (i) each
share of "Class A Common Stock," par value $0.01 per share, of the Corporation
outstanding immediately prior to the effectiveness hereof shall automatically
be converted into 14.6379584508 shares of Common Stock, (ii) each share of
"Class B Common Stock," par value $0.01 per share, of the Corporation
outstanding immediately prior to the effectiveness hereof shall automatically
be converted into 14.6379584508 shares of Class B Common Stock, and (iii) the
Corporation shall not issue fractional shares of Common Stock or Class B Common
Stock in connection with the foregoing, and in lieu thereof, the Company shall
pay to each holder otherwise entitled to a fractional share the fair value
thereof in accordance with applicable law.

     B. Non-Voting Common Stock.

     Shares of Non-Voting Common Stock may be issued from time to time in one
or more series as may from time to time be determined by the Board of
Directors, each of said series to be distinctly designated.  The preferences
and relative, participating, optional and other special rights, and the
qualifications, limitations or restrictions thereof, if any, of each such
series may differ from those of any and all other series of Non-Voting Common
Stock at any time outstanding, and the Board of Directors is hereby expressly
granted authority to fix or alter, by resolution or resolutions, the
designation, number, preferences, and relative, participating, optional and
other special rights, and the qualifications, limitations and restrictions
thereof, of each such class or series, including, but without limiting the
generality of the foregoing, the following:

     1. The distinctive designation of, and the number of shares of Non-Voting
Common Stock that shall constitute, such series, which number (except where
otherwise provided by the Board of Directors in the resolution establishing
such series) may be increased (but not above the number of authorized but
undesignated shares of Non-Voting Common Stock) or decreased (but not below the
number of shares of such series then outstanding) from time to time by like
action of the Board of Directors;

     2. The rights in respect of dividends, if any, of such series of
Non-Voting Common Stock, the extent of the preference or relation, if any, of
such dividends to the dividends payable on any

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other class or classes or any other series of the same or other class
or classes of capital stock of the Corporation and whether such dividends shall
be cumulative or noncumulative;

     3. The right, if any, of the holders of such series of Non-Voting Common
Stock to convert the same into, or exchange the same for, shares of any other
series of the same or any other class or classes of capital stock of the
Corporation, and the terms and conditions of such conversion or exchange;

     4. The rights, if any, of the holders of such series of Non-Voting Common
Stock upon the voluntary or involuntary liquidation, dissolution or winding up
of the Corporation or in the event of any merger or consolidation of or sale of
assets by the Corporation; and

     5. Such other powers, preferences and relative, participating, optional
and other special rights, and the qualifications, limitations and restrictions
thereof, as the Board of Directors shall determine.

     Upon such designation, the Secretary of the Corporation shall cause a
Certificate of Designations setting forth a copy of such resolution and the
number of shares of the Non-Voting Common Stock as to which the resolution
applies to be executed, acknowledged, filed and recorded in accordance with
Section 103 of the General Corporation Law of the State of Delaware.

     C. Preferred Stock.

     Shares of Preferred Stock may be issued from time to time in one or more
series as may from time to time be determined by the Board of Directors, each
of said series to be distinctly designated.  The voting powers, preferences,
and relative, participating, optional and other special rights, and the
qualifications, limitations or restrictions thereof, if any, of each such
series may differ from those of any and all other series of Preferred Stock at
any time outstanding, and the Board of Directors is hereby expressly granted
authority to fix or alter, by resolution or resolutions, the designation,
number, voting powers, preferences, and relative, participating, optional and
other special rights, and the qualifications, limitations and restrictions
thereof, of each such series, including but without limiting the generality of
the foregoing, the following:

     1. The distinctive designation of, and the number of shares of Preferred
Stock that shall constitute, such series, which number (except where otherwise
provided by the Board of Directors in the resolution establishing such series)
may be increased (but not above the number of authorized but undesignated
shares of Preferred Stock) or decreased (but not below the number of shares of
such series then outstanding) from time to time by like action of the Board of
Directors;

     2. The rights in respect of dividends, if any, of such series of Preferred
Stock, the extent of the preference or relation, if any, of such dividends to
the dividends payable on any other class or classes or any other series of the
same or other class or classes of capital stock of the Corporation and whether
such dividends shall be cumulative or noncumulative;

     3. The right, if any, of the holders of such series of Preferred Stock to
convert the same into, or exchange the same for, shares of any other class or
classes or of any other series of the same or any other class or classes of
capital stock of the Corporation or other securities, and the terms and
conditions of such conversion or exchange;


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     4. Whether or not shares of such series of Preferred Stock shall be
subject to redemption, and the redemption price or prices and the time or times
at which, and the terms and conditions on which, shares of such series of
Preferred Stock may be redeemed;

     5. The rights, if any, of the holders of such series of Preferred Stock
upon the voluntary or involuntary liquidation, dissolution or winding up of the
Corporation or in the event of any merger or consolidation of or sale of assets
by the Corporation;

     6. The terms of any sinking fund or redemption or repurchase or purchase
account, if any, to be provided for shares of such series of Preferred Stock;

     7. The voting powers, if any, of the holders of any series of Preferred
Stock generally or with respect to any particular matter, which may be less
than, equal to or greater than one vote per share, and which may, without
limiting the generality of the foregoing, include the right, voting as a series
by itself or together with the holders of any other series of Preferred Stock
or all series of Preferred Stock as a class, to elect one or more directors of
the Corporation generally or under such specific circumstances and on such
conditions, as shall be provided in the resolution or resolutions of the Board
of Directors adopted pursuant hereto, including, without limitation, in the
event there shall have been a default in the payment of dividends on or
redemption of any one or more series of Preferred Stock; and

     8. Such other powers, preferences and relative, participating, optional
and other special rights, and the qualifications, limitations and restrictions
thereof, as the Board of Directors shall determine.

     Upon such designation, the Secretary of the Corporation shall cause a
Certificate of Designations setting forth a copy of such resolution and the
number of shares of the Preferred Stock as to which the resolution applies to
be executed, acknowledged, filed and recorded in accordance with Section 103 of
the General Corporation Law of the State of Delaware.

     The Certificate of Designations with respect to the Corporation's 15%
Redeemable Cumulative Exchangeable Preferred Stock, Series A, as filed with the
Secretary of State of the State of Delaware on March 20, 1995 and attached
hereto as Annex A, is hereby incorporated by reference and made a part hereof.

     D. General Provisions

     1. After the provisions with respect to preferential dividends on any
series of Preferred Stock (fixed in accordance with the provisions of Section C
of this Article IV), if any, shall have been satisfied and after the
Corporation shall have complied with all the requirements, if any, with respect
to redemption of, or the setting aside of sums as sinking funds or redemption
or purchase accounts with respect to, any series of Preferred Stock (fixed in
accordance with the provisions of Section C of this Article IV), if applicable,
and subject further to any other conditions that may be fixed in accordance
with the provisions of Section C of this Article IV, then and not otherwise the
holders of Common Stock and Non-Voting Common Stock shall, subject to the
provisions of Section B.4 and B.5 of this Article IV, be entitled to receive
such dividends as may be declared from time to time by the Board of Directors.

     2. In the event of the voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, after distribution in full of the
preferential amounts, if any (fixed in accordance 

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with the provisions of Section C of this Article IV), to be distributed
to the holders of Preferred Stock by reason thereof, the holders of Common
Stock and Non-Voting Common Stock shall, subject to the provisions of Sections
B.4 and B.5 of this Article IV and the additional rights, if any (fixed in
accordance with the provisions of Section C of this Article IV), of the holders
of any outstanding shares of Preferred Stock, be entitled to receive all of the
remaining assets of the Corporation, tangible and intangible, of whatever kind
available for distribution to stockholders ratably in proportion to the number
of shares of Common Stock or Non-Voting Common Stock held by them respectively.

     3. Except as may otherwise be required by law, and subject to the
provisions of such resolution or resolutions as may be adopted by the Board of
Directors pursuant to Section C of this Article IV granting the holders of one
or more series of Preferred Stock exclusive voting powers with respect to any
matter, each holder of Common Stock shall have one vote in respect of each
share of Common Stock held on all matters voted upon by the stockholders.

     4. The authorized amount of shares of Common Stock, Non-Voting Common
Stock and Preferred Stock may, without a class or series vote, be increased or
decreased from time to time by the affirmative vote of the holders of a
majority of the combined voting power of the then-outstanding shares of Voting
Stock, voting together as a single class.  As used herein, "Voting Stock" means
all outstanding shares of capital stock of the Corporation that pursuant to or
accordance with this Amended and Restated Certificate of Incorporation are
entitled to vote generally in the election of directors of the Corporation, and
each reference herein, where appropriate, to a percentage or portion of shares
of Voting Stock shall refer to such percentage or portion of the voting power
of such shares entitled to vote.  The outstanding shares of Voting Stock shall
not include any shares of Voting Stock that may be issuable by the Corporation
pursuant to any agreement or upon the exercise or conversion of any right,
warrants or options or otherwise.

     5. Except as set forth herein or in the Certificate of Designations
specifying the rights, preferences and privileges of a particular class or
series of Non-Voting Common Stock, each share of Common Stock and Non-Voting
Common Stock shall be identical in all respects and shall have equal powers,
preferences, rights and privileges (including, without limitation, the right to
equal consideration per share in any merger, consolidation or other business
combination).

     6. Subject to the rights of any outstanding series of Preferred Stock, the
holders of Common Stock issued and outstanding, except where otherwise provided
by law or pursuant to this Amended and Restated Certificate of Incorporation,
shall have and possess the right to notice of stockholders' meetings and shall
have exclusive voting rights and powers, and the holders of Non-Voting Common
Stock shall be entitled to notice of stockholders' meetings but shall not be
entitled to vote upon the election of directors or upon any other matter,
except where such notice or vote is required by law or as otherwise expressly
provided herein.  Each holder of Common Stock shall be entitled to one vote for
each share of Common Stock standing in such holder's name on the books of the
Corporation.  If, and only if, the holders of Non-Voting Common Stock are
required by law or as expressly provided herein to vote upon a particular
matter, each holder of Non-Voting Common Stock shall be entitled to one vote
for each share of Non-Voting Common Stock standing in such holder's name on the
books of the Corporation and shall vote as a single class with the holders of
Common Stock on such matter, except as otherwise required by law or as
expressly provided herein, in which case the holders of Non-Voting Common Stock
shall vote as a separate class on such matter.

     7. All shares of Common Stock and Non-Voting Common Stock shall, when
issued, be duly and validly issued, fully paid and nonassessable and free from
all taxes, liens and charges.

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      E.   Reissuance of Stock.

     Shares of Common Stock, Non-Voting Common Stock or Preferred Stock that
have been issued and reacquired in any manner, including shares purchased,
converted, redeemed or exchanged, shall (upon compliance with any applicable
provisions of the General Corporation Law of the State of Delaware) have the
status of authorized and unissued shares of Common Stock, Non-Voting Common
Stock or Preferred Stock, respectively.

     F. Class B Common Stock.

     1. Designation of Class B Common Stock.  Of the 10,000,000 authorized
shares of Non-Voting Common Stock, 8,500,000 shall be designated a series
thereof as "Class B Common Stock" (the "Class B Common Stock").  The Board of
Directors is authorized to increase (but not above the number of authorized but
undesignated shares of Non-Voting Common Stock) or decrease (but not below the
number of shares of Class B Common Stock then outstanding) the authorized
number of shares of Class B Common Stock.

            2.   Powers and Rights of Holders of Class B Common
                 Stock.

     (a) Notwithstanding anything in this Amended and Restated Certificate
of Incorporation to the contrary, the approval of the holders of at least 66
2/3% of the outstanding shares of Class B Common Stock, voting as a separate
class, shall be required for any capital reorganization or other
reclassification of the capital stock of the Corporation, any merger or
consolidation of the Corporation with or into another entity or entities, or
any sale of all or substantially all the Corporation's assets, if as a result
of any of the foregoing holders of shares of Class B Common Stock would
receive, or such shares would be converted into or exchanged for, consideration
which is different on a per share basis than the consideration received with
respect to or in exchange for or on conversion of shares of Common Stock or
would otherwise be treated differently on a per share basis from shares of
Common Stock in connection with such transaction, except that, without such a
class vote, holders of shares of Class B Common Stock may receive, or such
shares may be exchanged for or converted into, non-voting securities which are
otherwise identical on a per share basis in amount and form to any voting
securities received with respect to or exchanged for Common Stock so long as
(i) such non-voting securities are convertible into such voting securities on
the same terms as Class B Common Stock is convertible into Common Stock and
(ii) all other consideration is equal on a per share basis.

     (b) The Corporation may not effect a stock split (whether by dividend or
otherwise), reverse stock split, reclassification or other similar event with
respect to the Corporation's Common Stock unless it effects at the same time an
identical stock split, reverse stock split, reclassification or other similar
event with respect to the Corporation's Class B Common Stock.

     (c) Subject to the rights of holders of Preferred Stock, when, as and if
dividends are declared on the Common Stock, whether payable in cash, in
property or in securities of the Corporation, the holders of shares of Class B
Common Stock shall be entitled to share equally, share for share, with the
holders of shares of Common Stock in such dividends; provided that if dividends
or distributions are declared which are payable in shares of, or in
subscription or other rights to acquire shares of, Common Stock or Class B
Common Stock, dividends or distributions shall be declared which 


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are payable at the same rate on all classes or series of Common Stock,
and the dividends or distributions payable in shares of, or in subscription or
other rights to acquire shares of, any particular class or series of Common
Stock shall be made available to each holder of Common Stock, in such class or
series of Common Stock as such holder shall request.

     3. Conversion of Class B Common Stock.

     (a) Definitions.  Unless the context otherwise requires, the following
terms shall have, for purposes of this Article, the meanings set forth below:

     "Affiliate" shall mean, with respect to any person, any other person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person.  For the purposes of this
definition, "control" when used with respect to any person means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "affiliated," "controlling" and "controlled" have meanings
correlative to the foregoing.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

     "person" shall mean any natural person and any corporation, partnership,
limited liability company, joint venture, trust, unincorporated organization
and any other entity or organization.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

     (b) Conversion.

     (1) Subject to and in compliance with the provisions of this Section 3(b),
shares of Class B Common Stock shall be convertible at the option of the holder
thereof into an equal number of fully paid and nonassessable shares of Common
Stock at any time following the initial issuance by the Corporation of such
shares.

     (2) Immediately following the conversion of any shares of Class B Common
Stock into shares of Common Stock, on the Conversion Date (as defined below)
(i) such converted shares of Class B Common Stock shall be deemed no longer
outstanding and shall be returned to the status of authorized but unissued
shares of Non-Voting Common Stock, (ii) all rights whatsoever with respect to
such converted shares of Class B Common Stock shall terminate (other than the
right to receive certificates representing the Common Stock into which such
shares of Class B Common Stock were converted), and (iii) the persons receiving
shares of Common Stock upon the conversion of such shares of Class B Common
Stock shall be treated for all purposes as having become the owners of such
shares of Common Stock.

     (3) To convert shares of Class B Common Stock into shares of Common Stock
at the option of the holder pursuant to Section 3(b)(1), a holder must (i)
surrender the certificate or certificates evidencing the shares of Class B
Common Stock to be converted, duly endorsed in a form reasonably satisfactory
to the Corporation, at the office of the Corporation or of the transfer agent
for such Class B Common Stock, (ii) give written notice to the Corporation at
such office that such holder elects to convert such shares of Class B Common
Stock into shares of Common Stock and the

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number of shares the holder wishes to convert, (iii) state in writing
the name or names to whom the certificate or certificates for shares of Class B
Common Stock are to be issued, (iv) provide evidence reasonably satisfactory to
the Corporation that such holder has satisfied any conditions contained in any
agreement or any legend on the certificates representing such shares of Class B
Common Stock being converted, in connection with any transfer thereof, and (v)
pay any transfer or similar tax if required as provided in Section 3(b)(8)
below.  In the event that a holder fails to notify the Corporation of the
number of shares of Class B Common Stock which such holder wishes to convert,
such holder shall be deemed to have elected to convert all shares represented
by the certificate or certificates surrendered for conversion or all shares
which such holder has requested to transfer, as applicable.  Such conversion,
to the extent permitted by law, regulation, rule or other requirement of any
governmental authority (collectively, "Laws") and the provisions hereof, shall
be deemed to have been effected as of the close of business on the date on
which the holder satisfies all of the foregoing requirements with respect to
such conversion (the "Conversion Date").  As soon as practical on or following
the Conversion Date, the Corporation shall deliver at such office, to the
person specified in clause (iii) of the first sentence of this Section 3(b)(3),
a certificate representing the shares of Common Stock issued upon the
conversion, together with a new certificate representing the unconverted
portion, if any, of the shares of Class B Common Stock formerly represented by
the certificate or certificates surrendered for conversion.  Upon issuance in
accordance with this Section 3(b)(3), such shares of Common Stock shall be
deemed to be duly authorized, validly issued, fully paid and nonassessable. 
Notwithstanding anything to the contrary in this Section 3(b)(3), any holder of
shares of Class B Common Stock may convert such shares in accordance with
Section 3(b)(1) on a conditional basis, such that such conversion will not take
effect unless a transfer, disposition or sale is consummated, and the
Corporation shall make such arrangements as may be necessary or appropriate to
allow such conditional conversion and to enable the holder to effect such
transfer, disposition or sale.

     (4) Notwithstanding any right of conversion of Class B Common Stock
provided for above, no shares of Class B Common Stock beneficially owned by a
bank holding company (as defined in 17 U.S.C. Section 1841) or an Affiliate of
a bank holding company shall be converted into shares of Common Stock by the
initial holder thereof or any direct or indirect transferee of such holder such
that immediately after such conversion such person and its affiliates would own
more than 4.9% of any class of voting securities of the Corporation, unless
such shares are being distributed, disposed of or sold in any one of the
following transactions (each a "Conversion Event"):

           (i) such shares are being sold in a public offering of such
      shares registered under the Securities Act or a sale pursuant to
      Rule 144 promulgated under the Securities Act or any similar rule
      then in force;

           (ii) such shares are being sold (including by virtue of a
      merger, consolidation or similar transaction involving the
      Corporation) to a person or group (within the meaning of the
      Exchange Act) and, after such sale, such person or group in the
      aggregate would own or control securities of the Corporation
      (excluding any Common Stock to be issued upon such conversion and
      sold to such person or group in connection with such Conversion
      Event) which possess in the aggregate the ordinary voting power to
      elect a majority of the Corporation's directors;

           (iii) such shares are being sold to a person or group (within
      the meaning of the Exchange Act) and after such sale such person
      or group in the aggregate would not own, control or have the right
      to acquire more than two percent of the outstanding securities of
      any class of voting securities of the Corporation; or


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           (iv) such shares are being sold in any other manner permitted
      by the Federal Reserve Board.

     For purposes of this Section 3(b)(4), percentages of the Corporation's
outstanding voting securities shall include shares issuable upon exercise or
conversion of Class B Common Stock and other convertible securities, options,
warrants or other similar instruments owned by such bank holding company, its
transferees and their respective affiliates, but shall not include shares
issuable upon exercise or conversion of convertible securities, options,
warrants or other similar instruments owned by any other person.

     (5) If there shall occur any capital reorganization or any
reclassification of the Common Stock of the Corporation, consolidation or
merger of the Corporation with or into another entity, or the conveyance of all
or substantially all of the assets of the Corporation to another person or
entity, each share of Class B Common Stock shall thereafter be convertible into
the number of shares or other securities or property to which a holder of the
number of shares of Common Stock of the Corporation deliverable upon conversion
of such shares of Class B Common Stock would have been entitled upon such
reorganization, reclassification, consolidation, merger or conveyance; and, in
any such case, appropriate adjustment (as determined in good faith in the sole
discretion of the Board of Directors) shall be made in the application of the
provisions herein set forth with respect to the rights and interests thereafter
of the holders of the Class B Common Stock, to the end that the provisions set
forth herein (including provisions with respect to changes in and other
adjustments of the conversion ratio) shall thereafter be applicable, as nearly
as reasonably may be, in relation to any shares or other property thereafter
deliverable upon the conversion of the Class B Common Stock.

     (6) The Corporation shall at all times reserve and keep available, out of
its authorized but unissued shares of Common Stock or treasury shares thereof,
solely for the purpose of issuance upon the conversion of Class B Common Stock
into Common Stock, the full number of shares of Common Stock deliverable upon
the conversion of all shares of Class B Common Stock from time to time
outstanding.  The Corporation shall from time to time, in accordance with the
laws of the State of Delaware, increase the authorized amount of its Common
Stock if at any time the authorized number of shares of Common Stock remaining
unissued shall not be sufficient to permit the conversion of all shares of
Class B Common Stock at the time outstanding.

     (7) The Corporation shall not take any action that would cause the total
number of shares of Common Stock then outstanding or issuable upon conversion
of shares of Class B Common Stock then outstanding or reserved for issuance for
any other purpose to exceed the total number of shares of Common Stock
authorized.

     (8) The Corporation shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon conversion of
shares of Class B Common Stock into such Common Stock.  The Corporation shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of Common Stock in a name other
than that in which the Class B Common Stock so converted was registered, and no
such issue or delivery shall be made unless and until the person requesting
such issue has paid to the Corporation the amount of any such tax, or has
established to the reasonable satisfaction of the Corporation that such tax has
been paid.

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                       ARTICLE V.  ELECTION OF DIRECTORS

     A. The business and affairs of the Corporation shall be conducted and
managed by, or under the direction of, the Board of Directors.  Excepts as
otherwise provided for or fixed pursuant to the provisions of Article IV of
this Amended and Restated Certificate of Incorporation relating to the rights
of the holders of any series of Preferred Stock to elect directors, the total
number of directors constituting the entire Board of Directors shall be fixed
from time to time by or pursuant to a resolution passed by the Board of
Directors.

     B. The Board of Directors, other than those directors elected by the
holders of any series of Preferred Stock as provided for or fixed pursuant to
the provisions of Article IV of this Amended and Restated Certificate of
Incorporation, shall be divided into three classes, as nearly equal in number
as the then-authorized number of directors constituting the Board of Directors
permits, with the term of office of one class expiring each year and with each
director serving for a term ending at the third annual meeting of stockholders
of the Corporation following the annual meeting at which such director was
elected.  One class of directors shall be initially elected for a term expiring
at the annual meeting of stockholders to be held in 1997, another class shall
be initially elected for a term expiring at the annual meeting of stockholders
to be held in 1998, and another class shall be initially elected for a term
expiring at the annual meeting of stockholders to be held in 1999.  Members of
each class shall hold office until their successors are elected and qualified.
At each succeeding annual meeting of the stockholders of the Corporation, the
successors of the class of directors whose term expires at that meeting shall
be elected by a plurality vote of all votes cast at such meeting to hold office
for a term expiring at the annual meeting of stockholders held in the third
year following the year of their election.

     C. Except as otherwise provided for or fixed pursuant to the provisions of
Article IV of this Amended and Restated Certificate of Incorporation relating
to the rights of the holders of any series of Preferred Stock to elect
additional directors, and subject to the provisions hereof, newly created
directorships resulting from any increase in the authorized number of
directors, and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal, or other cause, may be filled only by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors.  Any director elected
in accordance with the preceding sentence shall hold office for the remainder
of the full term of the class of directors in which the new directorship was
created or in which the vacancy occurred, and until such director's successor
shall have been duly elected and qualified, subject to such director's earlier
death, disqualification, resignation or removal.  Subject to the provisions of
this Amended and Restated Certificate of Incorporation, no decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.

     D. During any period when the holders of any series of Preferred Stock
have the right to elect additional directors as provided for or fixed pursuant
to the provisions of Article IV of this Amended and Restated Certificate of
Incorporation, then upon commencement and for the duration of the period during
which such right continues (i) the then otherwise total authorized number of
directors of the Corporation shall automatically be increased by such specified
number of directors, and the holders of such Preferred Stock shall be entitled
to elect the additional directors so provided for or fixed pursuant to said
provisions, and (ii) each such additional director shall serve until such
director's successor shall have been duly elected and qualified, or until such
director's right to hold such office terminates pursuant to said provisions,
whichever occurs earlier, subject to such director's death, disqualification,
resignation or removal.  Except as otherwise provided by the Board of Directors
in the resolution or resolutions establishing such series, whenever the holders
of any series of Preferred Stock having such right to elect 


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additional directors are divested of such right pursuant to the
provisions of such stock, the terms of office of all such additional directors
elected by the holders of such stock, or elected to fill any vacancies
resulting from death, resignation, disqualification or removal of such
additional directors, shall forthwith terminate and the total and authorized
number of directors of the Corporation shall be reduced accordingly. 
Notwithstanding the foregoing, whenever, pursuant to the provisions of Article
IV of this Amended and Restated Certificate of Incorporation, the holders of
any one or more series of Preferred Stock shall have the right, voting
separately as a series or together with the holders of other such series, to
elect directors at an annual or special meeting of stockholders, the election,
term of office, filling of vacancies and other features of such directorships
shall be governed by the terms of this Amended and Restated Certificate of
Incorporation and the Certificate of Designations applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Section
D unless expressly provided by such terms.

     E. Except for such additional directors, if any, as are elected by the
holders of any series of Preferred Stock as provided for or fixed pursuant to
the provisions of Article IV of this Amended and Restated Certificate of
Incorporation, any director may be removed from office (i) for cause only by
the affirmative vote of the holders of a majority of the combined voting power
of the then-outstanding shares of Voting Stock at a meeting of stockholders
called for that purpose, voting together as a single class, or (ii) without
cause only by the affirmative vote of the holders of 66 2/3% or more of the
combined voting power of the then-outstanding shares of Voting Stock at a
meeting of stockholders called for that purpose, voting together as a single
class.

                      ARTICLE VI.  LIMITATION OF LIABILITY

     A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended.  Any repeal
or modification of this Article VI shall not adversely affect any right or
protection of a director of the Corporation existing hereunder with respect to
acts or omissions occurring prior to such repeal or modification.

                     ARTICLE VII.  MEETINGS OF STOCKHOLDERS

     Meetings of stockholders of the Corporation may be held within or without
the State of Delaware, as the Bylaws of the Corporation may provide.  Unless
otherwise prescribed by statute or except as otherwise provided for or fixed
pursuant to the provisions of Article IV of this Amended and Restated
Certificate of Incorporation relating to the rights of the holders of any
series of Preferred Stock, meetings of stockholders of the Corporation may be
called only by (i) the Chief Executive Officer, (ii) the Board of Directors or
(iii) the Chief Executive Officer upon the written request of the holders of a
majority of the Corporation's then-outstanding Common Stock.  Meetings of
stockholders may not be called by any other person or person or in any other
manner.  Elections of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.

                       ARTICLE VIII.  STOCKHOLDER CONSENT

     Except as otherwise provided for or fixed pursuant to the provisions of
Article IV of this Amended and Restated Certificate of Incorporation relating
to the rights of the holders of any series of Preferred Stock, no action that
is required or permitted to be taken by the stockholders of the Corporation at
any annual or special meeting of stockholders may be effected by written
consent of stockholders in 



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<PAGE>   12


lieu of a meeting of stockholders, unless the action
to be effected by written consent of stockholders and the taking of such action
by such written consent have expressly been approved in advance by the Board of
Directors.

                 ARTICLE IX.  AMENDMENT OF CORPORATE DOCUMENTS

     A. Restated Certificate of Incorporation.  Whenever any vote of the
holders of Voting  Stock is required by law to amend, alter, repeal or rescind
any provision of this Amended and Restated Certificate of Incorporation, then
in addition to any affirmative vote required by applicable law and in addition
to any vote of the holders of any series of Preferred Stock provided for or
fixed pursuant to the provisions of Article IV of this Amended and Restated
Certificate of Incorporation, such alteration, amendment, repeal or rescission
of any provision of this Amended and Restated Certificate of Incorporation must
be approved by the Board of Directors and by the affirmative vote of the
holders of at least a majority of the combined voting power of the
then-outstanding shares of Voting Stock, voting together as a single class;
provided, however, that if any such alteration, amendment, repeal or rescission
relates to a provision hereof requiring approval by the affirmative vote of the
holders of at least 66 2/3% of the combined voting power of the then-outstanding
shares of Voting Stock, then such alteration, amendment, repeal or rescission
must also be approved by the affirmative vote of the holders of at least 66 2/3%
of the combined voting power of the then-outstanding shares of Voting Stock,
voting together as a single class.

     Subject to the provisions hereof, the Corporation reserves the right at
any time, and from time to time, to amend, alter, repeal or rescind any
provision contained in this Amended and Restated Certificate of Incorporation
in the manner now or hereafter prescribed by law; and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed by law; and all
rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to this
Amended and Restated Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the rights reserved in this Article.

     B. Bylaws.  In addition to any affirmative vote required by law, any
alteration, amendment, repeal or rescission of the Bylaws of the Corporation
may be adopted either (i) by the Board of Directors or (ii) by the stockholders
by the affirmative vote of the holders of at least 66 2/3% of the combined
voting power of the then-outstanding shares of Voting Stock, voting together as
a single class.


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<PAGE>   13



     IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
has been signed under the seal of the Corporation this 24th day of October,
1996.



                                          /s/ Robert A. Mariano
                                          ----------------------
                                          Robert A. Mariano
                                          President and Chief Executive Officer

[Seal]

Attest:



                                          /s/ Darren W. Karst
                                          ----------------------
                                          Darren W. Karst
                                          Secretary




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