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                                                                     EXHIBIT 3.1
                            
                                    FORM OF
                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION

                                      OF

                         MERKERT AMERICAN CORPORATION

     Merkert American Corporation, a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

     1.   The Certificate of Incorporation of Merkert American Corporation was
originally filed in the Office of the Secretary of State of the State of
Delaware on March 4, 1998 under the name of Monroe, Inc. and subsequently
amended.

     2.   This Amended and Restated Certificate of Incorporation amends and
restates the provisions of the Certificate of Incorporation of the Corporation
filed with the Secretary of State of the State of Delaware on March 4, 1998, as
heretofore amended (the "Amended Certificate of Incorporation"), and (i) was
duly adopted by the Board of Directors in accordance with the provisions of
Sections 141(f), 242 and 245 of the General Corporation Law of the State of
Delaware (the "DGCL"), (ii) was declared by the Board of Directors to be
advisable and in the best interests of the Corporation and was directed by the
Board of Directors to be submitted to and be considered by the stockholders of
the Corporation entitled to vote thereon for approval by the affirmative vote of
such stockholders in accordance with Section 242 of the DGCL and (iii) was duly
adopted by a stockholder consent in lieu of a meeting of the stockholders, with
the holders of a majority of the outstanding shares of the Company's Common
Stock consenting to the adoption of this Amended and Restated Certificate of
Incorporation in accordance with the provisions of Sections 228 and 242 of the
DGCL such holders being all of the holders of the Corporation's capital stock
entitled to vote thereon.

     3.   The text of the Amended Certificate of Incorporation is hereby amended
and restated in its entirety to provide as herein set forth in full.


                                   ARTICLE I

                                     NAME
                                     ----

     The name of the Corporation is Merkert American Corporation.
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                                  ARTICLE II

                               REGISTERED OFFICE
                               -----------------

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


                                  ARTICLE III

                                   PURPOSES
                                   --------

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


                                  ARTICLE IV

                                 CAPITAL STOCK
                                 -------------

     Section 1.  Number of Shares.
     ---------------------------- 

     The total number of shares of capital stock which the Corporation shall
have the authority to issue is Fifty-Five Million (55,000,000) shares, of which
(i) Fifty Million (50,000,000) shares shall be Common Stock, par value $.01 per
share (the "Common Stock"), (ii) Four Million (4,000,000) shares shall be
Restricted Common Stock, par value $.01 per share (the "Restricted Common
Stock") and (iii) One Million (1,000,000) shares shall be Undesignated Preferred
Stock, par value $.01 per share (the "Undesignated Preferred Stock"). As set
forth in this Article IV, the Board of Directors or any authorized committee
thereof is authorized from time to time to establish and designate one or more
series of Undesignated Preferred Stock, to fix and determine the variations in
the relative rights and preferences as between the different series of
Undesignated Preferred Stock in the manner hereinafter set forth in this Article
IV, and to fix or alter the number of shares comprising any such series and the
designation thereof to the extent permitted by law.

     The number of authorized shares of the class of Undesignated Preferred
Stock may be increased or decreased (but not below the number of shares
outstanding) by the affirmative vote of the holders of a majority of the Common
Stock, without a vote of the holders of the Undesignated Preferred Stock,
pursuant to the resolution or resolutions establishing the class of Undesignated
Preferred Stock or this Amended and Restated Certificate of Incorporation, as it
may be amended from time to time.

                                       2
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     Section 2.  General.
     ------------------- 

     The designations, powers, preferences and rights of, and the
 qualifications, limitations and restrictions upon, each class or series of
 stock shall be determined in accordance with, or as set forth below in,
 Sections 3, 4 and 5 of this Article IV.

     Section 3.  Common Stock.
     ------------------------ 

     Subject to all of the rights, powers and preferences of the Undesignated
Preferred Stock, if any, and except as provided by law or in this Article IV (or
in any certificate of designation of any series of Undesignated Preferred Stock)
or by the Board of Directors or any authorized committee thereof pursuant to
this Article IV:

          (a) the holders of the 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 and, except as may be otherwise required by applicable law, shall
vote together with the holders of shares of Restricted Common Stock as if the
Common Stock and the Restricted Common Stock constituted a single class of
stock.

          (b) apart from voting power, the shares of Common Stock and Restricted
Common Stock shall be deemed to be shares of stock of the same class and shall
have equal rights and privileges (including, without limitation, in liquidation
and as to dividends, whether paid in cash, capital stock or other property).
Dividends may be declared and paid or set apart for payment upon the Common
Stock out of any assets or funds of the Corporation legally available for the
payment of dividends, but only when and as declared by the Board of Directors or
any authorized committee thereof.  All dividends on shares of Common Stock shall
be paid at the same time and in the same amount per share as dividends on shares
of Restricted Common Stock as if the Common Stock and the Restricted Common
Stock constituted a single class of stock.

          (c) upon the voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, after the distribution or payment to the holders
of shares of any class or series of Undesignated Preferred Stock, if any,  as
provided by the Board of Directors with respect to any such class or series of
Undesignated Preferred Stock, the remaining assets of the Corporation available
for distribution to stockholders shall be distributed among and paid to the
holders of Common Stock and Restricted Common Stock ratably in proportion to the
number of shares of Common Stock and Restricted Common Stock held by them,
respectively, as if the Common Stock and the Restricted Common Stock constituted
a single class of stock.

     Section 4.  Restricted Common Stock
     -----------------------------------

     Subject to all of the rights, powers and preferences of the Undesignated
Preferred Stock, if any, and except as provided by law, or by this Article IV
(or in any certificate of designation of any series of Undesignated Preferred
Stock), or by the Board of Directors or any authorized committee thereof
pursuant to this Article IV:

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          (a) the holders of Restricted Common Stock shall be entitled to vote
with holders of Common Stock on any matter as to which holders of Common Stock
are entitled to vote and, except as may be otherwise required by applicable law,
shall vote together with the holders of shares of Common Stock on such matters
as if the Common Stock and the Restricted Common Stock constituted a single
class of stock.  The holders of Restricted Common Stock shall be entitled to
one-tenth (0.1) of one vote for each share of Restricted Common Stock standing
in such holder's name on the books of the Corporation.

          (b) apart from voting power, the shares of Restricted Common Stock and
Common Stock shall be deemed to be shares of stock of the same class and shall
have equal rights and privileges (including, without limitation, in liquidation
and as to dividends, whether paid in cash, capital stock or other property).
Dividends may be declared and paid or set apart for payment upon the Restricted
Common Stock out of any assets or funds of the Corporation legally available for
the payment of dividends, but only when and as declared by the Board of
Directors or any authorized committee thereof.  All dividends on shares of
Restricted Common Stock shall be paid at the same time and in the same amount
per share as dividends on shares of Common Stock as if the Common Stock and the
Restricted Common Stock constituted a single class of stock.

          (c) upon the voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, after the distribution or payment to the holders
of shares of any class or series of Undesignated Preferred Stock as provided by
the Board of Directors with respect to any such class or series of Undesignated
Preferred Stock, the remaining assets of the Corporation available for
distribution to stockholders shall be distributed among and paid to the holders
of Restricted Common Stock and Common Stock ratably in proportion to the number
of shares of Restricted Common Stock and Common Stock held by them,
respectively, as if the Restricted Common Stock and the Common Stock constituted
a single class of stock.

          (d) each share of Restricted Common Stock will automatically convert
into Common Stock on a share for share basis upon a disposition of such share of
Restricted Common Stock which (i) occurs after the later to occur of (x) the
first day after the second anniversary of the consummation of the Corporation's
initial public offering of Common Stock (the "Initial Public Offering") and (y)
the first day after the annual meeting of stockholders to be held in 2000 and
(ii) is made to a party (whether a natural person or an entity) which is not (x)
a party (a "Prior Stockholder") which held shares of the Corporation's capital
stock prior to the Initial Public Offering, (y) a party related to any Prior
Stockholder in any manner described in Section 267(b) or 707(b) of the Internal
Revenue Code of 1986, as amended and in effect as of the date hereof (the
"Internal Revenue Code"), or (z) a party through which ownership of shares of
the Corporation's capital stock could be attributed to any Prior Stockholder
under the provisions of Section 318 of the Internal Revenue Code.  Except as
provided in the preceding sentence, shares of Restricted Common Stock shall not
be converted into shares of Common Stock.

                                       4
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     Section 5.  Undesignated Preferred Stock.
     ---------------------------------------- 

     Subject to any limitations prescribed by law, the Board of Directors or any
authorized committee thereof is expressly authorized to provide for the issuance
of the shares of Undesignated Preferred Stock in one or more series of such
stock, and by filing a certificate pursuant to applicable law of the State of
Delaware, to establish or change from time to time the number of shares to be
included in each such series, and to fix the designations, powers, preferences
and the relative, participating, optional or other special rights of the shares
of each series and any qualifications, limitations and restrictions thereof.
Any action by the Board of Directors or any authorized committee thereof under
this Article IV.5 shall require the affirmative vote of a majority of the
Directors then in office or a majority of the members of such committee.  The
Board of Directors or any authorized committee thereof shall have the right to
determine or fix one or more of the following with respect to each series of
Undesignated Preferred Stock to the extent permitted by law:

          (a) The distinctive serial designation and the number of shares
constituting such series;

          (b) The dividend rates or the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative and, if so, from
which date or dates, the payment date or dates for dividends, and the
participating and other rights, if any, with respect to dividends;

          (c) The voting powers, full or limited, if any, of the shares of such
series;

          (d) Whether the shares of such series shall be redeemable and, if so,
the price or prices at which, and the terms and conditions on which, such shares
may be redeemed;

          (e) The amount or amounts payable upon the shares of such series and
any preferences applicable thereto in the event of voluntary or involuntary
liquidation, dissolution or winding up of the Corporation;

          (f) Whether the shares of such series shall be entitled to the benefit
of a sinking or retirement fund to be applied to the purchase or redemption of
such shares, and if so entitled, the amount of such fund and the manner of its
application, including the price or prices at which such shares may be redeemed
or purchased through the application of such fund;

          (g) Whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other series of
the same or any other class or classes of stock of the Corporation and, if so
convertible or exchangeable, the conversion price or prices, or the rate or
rates of exchange, and the adjustments thereof, if any, at which such conversion
or exchange may be made, and any other terms and conditions of such conversion
or exchange;

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          (h) The price or other consideration for which the shares of such
series shall be issued;

          (i) Whether the shares of such series which are redeemed or converted
shall have the status of authorized but unissued shares of Undesignated
Preferred Stock (or series thereof) and whether such shares may be reissued as
shares of the same or any other class or series of stock; and

          (j) Such other powers, preferences, rights, qualifications,
limitations and restrictions thereof as the Board of Directors or any authorized
committee thereof may deem advisable.


                                   ARTICLE V

                              STOCKHOLDER ACTION
                              ------------------

     Any action required or permitted to be taken by the stockholders of the
Corporation at any annual or special meeting of stockholders of the Corporation
must be effected at a duly called annual or special meeting of stockholders and
may not be taken or effected by a written consent of stockholders in lieu
thereof.


                                  ARTICLE VI

                                   DIRECTORS
                                   ---------

     Section 1.  General.
     ------------------- 

     The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors except as otherwise provided herein or
required by law.

     Section 2.  Election of Directors.
     --------------------------------- 

     Election of Directors need not be by written ballot unless the By-laws of
the Corporation shall so provide.

     Section 3.  Terms of Directors.
     ------------------------------ 

     The number of Directors of the Corporation shall be fixed by resolution
duly adopted from time to time by the Board of Directors.  The Directors, other
than those who may be elected by the holders of any series of Undesignated
Preferred Stock of the Corporation, shall be classified, with respect to the
term for which they severally hold office, as provided in this Article VI.3.  At
each annual meeting of stockholders, the successor or successors of the class

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of Directors whose term expires at that meeting shall be elected by a plurality
of the votes cast at such meeting. The Directors elected to each class of
Directors shall hold office until their successors are duly elected and
qualified or until their earlier death, disqualification, resignation or
removal.

     Until the annual meeting of stockholders to be held in 2000, the Board of
Directors shall be divided into two classes, as nearly equal in number as
possible.  The initial Class I Directors of the Corporation shall be James A.
Schlindwein and Douglas H. Holstein.  The initial Class I Directors shall hold
office for a term expiring at the annual meeting of stockholders to be held in
1999.  the successor Class I Directors who are elected at the annual meeting of
stockholders to be held in 1999 shall hold office for a term expiring at the
annual meeting of stockholders to be held in 2001.

     The initial Class II Directors of the Corporation shall be Edward P. Grace,
III, Gerald R. Leonard and James L. Monroe.  The initial Class II Directors hold
office for a term expiring at the annual meeting of stockholders to be held in
2000.  The successor Class II Directors who are elected at the annual meeting of
stockholders to be held in 2000 shall hold office for a term expiring at the
annual meeting of stockholders to be held in 2002.

     The initial Class III directors shall be elected at the annual meeting of
stockholders to be held in 2000.  From and after the election of the initial
Class III Directors, the Board of Directors shall be divided into three classes,
as nearly equal in number as possible.  The initial Class III Directors shall
hold office for a term expiring at the annual meeting of stockholders to be held
in 2003.

     At the annual meeting of stockholders to be held in 2001, and at each
annual meeting of stockholders held thereafter, the Directors elected to succeed
the class of Directors whose term expires at that meeting shall hold office for
a term expiring at the annual meeting of stockholders to be held in the third
year following the year of their election.

     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 Undesignated Preferred Stock shall have the right,
voting separately as a series or together with holders of other such series, to
elect Directors at an annual or special meeting of stockholders, the election,
term of office, removal, filling of vacancies and other terms of such
directorships shall be governed by the terms of this Amended and Restated
Certificate of Incorporation and any certificate of designations applicable
thereto, and such Directors so elected shall not be divided into classes
pursuant to this Article VI.3.

     During any period when the holders of any series of Undesignated Preferred
Stock have the right to elect additional Directors as provided for or fixed
pursuant to the provisions of Article IV hereof, then upon the 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

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holders of such Undesignated 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 earlier 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 Undesignated Preferred Stock having such right to elect 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 the death,
disqualification, resignation or removal of such additional Directors, shall
forthwith terminate and the total and authorized number of Directors of the
Corporation shall be reduced accordingly.

     Section 4.  Vacancies.
     --------------------- 

     Subject to the rights, if any, of the holders of any series of Undesignated
Preferred Stock to elect Directors and to fill vacancies in the Board of
Directors relating thereto, any and all vacancies in the Board of Directors,
however occurring, including, without limitation, by reason of an increase in
size of the Board of Directors, or the death, resignation, disqualification or
removal of a Director, shall be filled solely by the affirmative vote of a
majority of the remaining Directors then in office, even if less than a quorum
of the Board of Directors.  Any Director appointed 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 the vacancy
occurred and until such Director's successor shall have been duly elected and
qualified or until his or her earlier resignation or removal.  Subject to the
rights, if any, of the holders of any series of Undesignated Preferred Stock to
elect Directors, when the number of Directors is increased or decreased, the
Board of Directors shall determine the class or classes to which the increased
or decreased number of Directors shall be apportioned; provided, however, that
no decrease in the number of Directors shall shorten the term of any incumbent
Director.  In the event of a vacancy in the Board of Directors, the remaining
Directors, except as otherwise provided by law, may exercise the powers of the
full Board of Directors until the vacancy is filled.

     Section 5.  Removal.
     ------------------- 

     Subject to the rights, if any, of any series of Undesignated Preferred
Stock to elect Directors and to remove any Director whom the holders of any such
stock have the right to elect, any Director (including persons elected by
Directors to fill vacancies in the Board of Directors) may be removed from
office (i) only with cause and (ii) only by the affirmative vote of at least
two-thirds of the total votes which would be eligible to be cast by stockholders
in the election of such Director.  At least 30 days prior to any meeting of
stockholders at which it is proposed that any Director be removed from office,
written notice of such proposed removal shall be sent to the Director whose
removal will be considered at the meeting.  For purposes of this Amended and
Restated Certificate of Incorporation, "cause," with respect to the removal of
any Director shall mean only (i) conviction of a felony, (ii) declaration of
unsound mind by order of court, (iii) gross dereliction of duty, (iv) commission
of any action involving moral turpitude, or (v)

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commission of an action which constitutes intentional misconduct or a knowing
violation of law if such action in either event results both in an improper
substantial personal benefit and a material injury to the Corporation.


                                  ARTICLE VII

                            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 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) under Section 174 of the DGCL or (iv) for any
transaction from which the Director derived an improper personal benefit.  If
the DGCL is amended after the effective date of this Amended and Restated
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of Directors, then the liability of a
Director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the DGCL, as so amended.

     Any repeal or modification of this Article VII by either of (i) the
stockholders of the Corporation or (ii) an amendment to the DGCL, shall not
adversely affect any right or protection existing at the time of such repeal or
modification with respect to any acts or omissions occurring before such repeal
or modification of a person serving as a Director at the time of such repeal or
modification.


                                 ARTICLE VIII

                             AMENDMENT OF BY-LAWS
                             --------------------

     Section 1.  Amendment by Directors
     ----------------------------------

     Except as otherwise provided by law, the By-laws of the Corporation may be
amended or repealed by the Board of Directors.



     Section 2.  Amendment by Stockholders
     -------------------------------------

     The By-laws of the Corporation may be amended or repealed at any annual
meeting of stockholders, or special meeting of stockholders called for such
purpose, by the affirmative vote of at least two-thirds of the total votes
eligible to be cast on such amendment or repeal by holders of voting stock,
voting together as a single class; provided, however, that if the Board of

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Directors recommends that stockholders approve such amendment or repeal at such
meeting of stockholders, such amendment or repeal shall only require the
affirmative vote of a majority of the total votes eligible to be cast on such
amendment or repeal by holders of voting stock, voting together as a single
class.


                                  ARTICLE IX

                   AMENDMENT OF CERTIFICATE OF INCORPORATION
                   -----------------------------------------

     The Corporation reserves the right to amend or repeal this Amended and
Restated Certificate of Incorporation in the manner now or hereafter prescribed
by statute and this Amended and Restated Certificate of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation.  No amendment or repeal of this Amended and Restated Certificate of
Incorporation shall be made unless the same is first approved by the Board of
Directors pursuant to a resolution adopted by the Board of Directors in
accordance with Section 242 of the DGCL, and, except as otherwise provided by
law, thereafter approved by the stockholders.  Whenever any vote of the holders
of voting stock is required, and in addition to any other vote of holders of
voting stock that is required by this Amended and Restated Certificate of
Incorporation or by law, the affirmative vote of a majority of the total votes
eligible to be cast by holders of voting stock with respect to such amendment or
repeal, voting together as a single class, at a duly constituted meeting of
stockholders called expressly for such purpose shall be required to amend or
repeal any provisions of this Amended and Restated Certificate of Incorporation;
provided, however, that the affirmative vote of not less than two-thirds of the
total votes eligible to be cast by holders of voting stock, voting together as a
single class, shall be required to amend or repeal any of the provisions of
Article VI or Article IX of this Amended and Restated Certificate of
Incorporation.

                                       10
<PAGE>
 
     I, James L. Monroe, President of the Corporation, for the purpose of
amending and restating the Corporation's Certificate of Incorporation pursuant
to the General Corporation Law of the State of Delaware, do make this
certificate, hereby declaring and certifying that this is my act and deed on
behalf of the Corporation this ___ day of November, 1998.



                              ________________________________________________
                              James L. Monroe, President