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                                                                       Exhibit 3
 
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                           EINSTEIN/NOAH BAGEL CORP.

     Einstein/Noah Bagel Corp., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

     1.  The corporation's present name is that shown above.  The corporation
was originally incorporated under the name Progressive Bagel Concepts, Inc. and
the original Certificate of Incorporation of the corporation was filed with the
Secretary of State of Delaware on February 2, 1995.

     2.  This Restated Certificate of Incorporation has been duly adopted
pursuant to Section 245 of the General Corporation Law of the State of Delaware
and restates and integrates, but does not further amend, the provisions of the
corporation's Restated Certificate of Incorporation, as amended (the "Amended
Restated Certificate"), and there is no discrepancy between the provisions of
this Restated Certificate of Incorporation and the Amended Restated Certificate.

     3.  The text of the Amended Restated Certificate is hereby restated to read
in its entirety as follows:

     FIRST:  The name of the corporation is Einstein/Noah Bagel Corp. (the
"Company").

     SECOND:  The address of the registered office of the Company in the 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 Company is to engage in any lawful act or
activity for which a corporation may be organized under the Delaware General
Corporation Law.

     FOURTH:  The total number of shares of stock which the Company shall have
authority to issue is 220,000,000, 200,000,000 shares of which shall be Common
Stock, $.01 par value per share (the "Common Stock") and 20,000,000 shares of
which shall be Preferred Stock, $.01 par value per share ("Preferred Stock").

     FIFTH:  The Company may issue Preferred Stock from time to time in one or
more series as the Board of Directors may establish by the adoption of a
resolution or resolutions relating thereto, each series to have such voting
powers, full or limited, or no voting powers, and such designations,
preferences, and relative, participating, optional, or other special rights and
qualifications, limitations, or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issue of such
series adopted by the Board of Directors pursuant to authority to do so, which
authority is hereby granted to the Board of Directors.

     SIXTH:  The duration of the Company shall be perpetual.

     SEVENTH:  (a) Except as may be provided pursuant to resolutions of the
Board of Directors adopted pursuant to the provisions of this Certificate of
Incorporation establishing any series of Preferred Stock granting to holders of
shares of such series of Preferred Stock the right to elect additional directors
under specified circumstances, the number of directors of the 
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Company shall be determined from time to time, and directors of the Company
shall be elected, in the manner described in the Bylaws.

     (b)  Except as otherwise provided in a resolution of the Board of Directors
adopted pursuant to the provisions of this Certificate of Incorporation
establishing a series of Preferred Stock and creating in the holders of shares
of such series the right to elect directors under specified circumstances, newly
created directorships resulting from any increase in the number of directors and
any vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal, or other cause shall be filled 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, or by a sole remaining director.  Any
director elected in accordance with the preceding sentence shall hold office
until the next annual meeting of stockholders, and until such director's
successor shall have been duly elected and qualified.  No decrease in the number
of directors constituting the Board of Directors shall shorten the term of any
incumbent director.

     EIGHTH:  No action required to be taken or which may be taken at any
annual or special meeting of stockholders of the Company may be taken without a
meeting, and the power of stockholders to consent in writing, without a meeting,
to the taking of any action is specifically denied.

     NINTH:  Unless and except to the extent that the Bylaws of the Company
shall so require, the election of directors of the Company need not be by
written ballot.

     TENTH:  The Board of Directors may from time to time make, amend,
supplement, or repeal the Bylaws; provided, however, that the stockholders may
change or repeal any Bylaw adopted by the Board of Directors; and provided
further, that no amendment or supplement to the Bylaws adopted by the Board of
Directors shall vary or conflict with any amendment or supplement adopted by the
stockholders.

     ELEVENTH:  The Company 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.

     TWELFTH:  (a) A director of the Company shall not be personally liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (1) for any breach of the director's
duty of loyalty to the Company or its stockholders, (2) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (3) under Section 174 of the Delaware General Corporation Law, or (4)
for any transaction from which the director derived an improper personal
benefit.  No amendment to or repeal of this paragraph (a) shall apply to or have
any effect on the liability or alleged liability of any director of the Company
for or with respect to any acts or omissions of such director and occurring
prior to such amendment or repeal.

     (b)(1) Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Company, or is or was a
director or officer of the Company and is or was serving at the request of the
Company as a director, officer 

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or employee of another corporation or of a partnership, joint venture, trust, or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action or inaction in an
official capacity as such a director, officer, or employee or in any other
capacity while serving as such a director, officer or employee, shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Delaware General Corporation Law as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than
said law permitted the Company to provide prior to such amendment), against all
expense, liability, and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to be such a
director, officer, or employee and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that, except as provided
in this paragraph (b), the Company shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Company. The right to indemnification conferred in
this paragraph (b) shall be a contract right and shall include the right to be
paid by the Company the expenses incurred by defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director of officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Company of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Company may, by action of its Board of Directors,
provide indemnification to any person who is or was an employee or agent of the
Company and to any person who is or was serving at the request of the Company as
a director, officer, or employee of another corporation or of a partnership,
joint venture, trust, or other enterprise, including service with respect to an
employee benefit plan, with the same scope and effect as the foregoing
indemnification set forth in the first sentence of this paragraph (b)(1).

     (2) If a claim under subparagraph (b)(1) is not paid in full by the
Company within thirty days after a written claim has been received by the
Company, the claimant may at any time thereafter bring suit against the Company
to recover the unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense of prosecuting
such claim.  It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the Company) that the claimant has not met the
standards of conduct which made it permissible under the Delaware General
Corporation Law for the Company to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Company.
Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the 

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applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Company (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

     (3) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
paragraph (b) shall not be exclusive of any other right which  any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

     (4) The Company may maintain insurance, at its expense, to protect itself
and any director, officer, employee, or agent of the Company or another
corporation, partnership, joint venture, trust, or other enterprise against any
such expense, liability, or loss, whether or not the Company would have the
power to indemnify such person against such expense, liability, or loss under
the Delaware General Corporation Law.

     (5) Any repeal or modification of this paragraph (b) by the stockholders
of the Company shall not adversely affect any right or protection of a person
with respect to any act or omission occurring prior to the time of such repeal
or modification.

     THIRTEENTH:  The Company expressly elects not to be governed by Section 203
of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, the Company has caused this Restated Certificate of
Incorporation to be executed by its duly authorized officers this 21st day of
October, 1996.


                                          /s/ JOEL M. ALAM
                                          _____________________________________
                                          Joel M. Alam, Vice President

Attest:


/s/ AMY S. POWERS 
__________________________________
Amy S. Powers, Assistant Secretary

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                          CERTIFICATE OF ELIMINATION
                                       OF
                           EINSTEIN/NOAH BAGEL CORP.

     Einstein/Noah Bagel Corp., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Company"), does hereby
certify:

     FIRST:  That at a meeting of the Board of Directors of the Company duly
held on October 2, 1996, resolutions were duly adopted in accordance with
Section 151 of the General Corporation Law of the State of Delaware ("DGCL")
setting forth the proposed elimination of the Company's preferred stock, $.01
par value ("Preferred Stock"), designated as Series A Preferred Stock, as set
forth herein:

          WHEREAS, none of the 6,250 authorized shares of the Company's
     preferred stock, $.01 par value (the "Preferred Stock"), which is
     designated as Series A Preferred Stock in the Company's Restated
     Certificate of Incorporation (the "Restated Certificate of Incorporation"),
     is outstanding and no shares of Series A Preferred Stock will be issued
     subject to the designation provisions with respect thereto set forth in the
     Restated Certificate of Incorporation; and

          WHEREAS, the Board of Directors of the Company deems it advisable and
     in the best interests of the Company and its stockholders that the
     designation provisions relating to the Series A Preferred Stock set forth
     in the Restated Certificate of Incorporation be eliminated by filing a
     certificate with the Secretary of State of the State of Delaware in
     accordance with Sections 103 and 151(g) of the Delaware General Corporation
     Law, substantially in the form previously submitted to the directors (the
     "Certificate");

          NOW, THEREFORE, be it

          RESOLVED, that the Chairman of the Board, the President and Chief
     Executive Officer or any Vice President of the Company (collectively, the
     "appropriate officers") and the Secretary or any Assistant Secretary of the
     Company are hereby authorized and directed, acting for and on behalf of the
     Company, to file the Certificate with the Secretary of State of the State
     of Delaware, to cause a copy thereof, certified by said Secretary of
     State, to be recorded in the New Castle County Recorder's Office, and to
     file with the proper state official of any state in which the Company is
     authorized to do business as a foreign corporation, such evidence of the
     Certificate or any instrument as may be required by the laws of such state.

          FURTHER RESOLVED, that the appropriate officers of the Company and the
     Secretary or Assistant Secretary of the Company be, and each of them hereby
     is, authorized and empowered, on behalf and in the name of the Company, to
     execute and deliver any and all additional 
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     documents and take any and all additional action, not inconsistent with any
     provision of the foregoing resolution, which any such officer may deem to
     be in the best interests of the Company in connection with any transaction,
     document or matter provided for by the foregoing resolution and any matter
     incidental thereto, and the taking of such action or the execution of such
     document by any such officer shall be conclusive evidence that such officer
     deems such action or the execution and delivery of such document to be
     proper or in the bests interests of the Company.

     SECOND:  None of the authorized shares of Series A Preferrred Stock are
outstanding and none will be issued.

     THIRD:  In accordance with the provisions of Section 151 of the DGCL, the
Restated Certificate of Incorporation of the Company is hereby amended to
eliminate all references to the Series A Preferred Stock.

     IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Elimination to be executed and attested as of October 21, 1996.


                                    EINSTEIN/NOAH BAGEL CORP.


                                    By:/s/ JOEL M. ALAM
                                       _________________________________
                                                Joel M. Alam
                                               Vice President

ATTEST:


/s/ AMY S. POWERS
___________________________
       Amy S. Powers
    Assistant Secretary