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                                                                   EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               RYKOFF-SEXTON, INC.


     RYKOFF-SEXTON, INC., a corporation (the "Corporation") organized and 
existing under the laws of the State of Delaware, hereby certifies as follows:

     1.   The name of the Corporation is Rykoff-Sexton, Inc., and the name 
under which the Corporation was originally incorporated is S.E. Rykoff & Co.  
The date of filing its original Certificate of Incorporation with the 
Secretary of State of Delaware was June 9, 1961.

     2.   This Restated Certificate of Incorporation restates and integrates 
all previous amendments and supplements to the Certificate of Incorporation 
of the Corporation.

     3.   This Restated Certificate of Incorporation was duly adopted by vote 
of the board of directors of the Corporation in accordance with Section 245 
of the General Corporation Law of the State of Delaware, and only restates 
and integrates and does not further amend the provisions of the Corporation's 
Certificate of Incorporation as heretofore amended or supplemented, and there 
is no discrepancy between those provisions and the provisions of this 
Restated Certificate of Incorporation.

     4.   The text of the Certificate of Incorporation shall read as herein 
set forth in full:

     FIRST:    The name of the corporation is RYKOFF-SEXTON, INC.

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

     THIRD:    The purpose of the Corporation is to engage in any lawful act 
or activity for which corporations may be organized under the General 
Corporation law of Delaware.

     FOURTH:   The total number of shares of capital stock which the 
corporation has authority to issue is 50,000,000 shares, consisting of:

          (a)  10,000,000 shares shall be Preferred Stock, issuable in series,
     of the par value of $.10 per share; and

          (b)  40,000,000 shares shall be Common Stock of the par value of $.10
     per share. 

     The designations, powers, preferences and rights, and the qualifications,
limitations or restrictions of the Preferred Stock and the Common Stock are as
follows:


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          A.   PREFERRED STOCK.  The Preferred Stock may be issued from time to
     time in one or more series and with such designation for each such series
     as shall be stated and expressed in the resolution or resolutions providing
     for the issue of each such series adopted by the Board of Directors.  The
     Board of Directors in any such resolution or resolutions is expressly
     authorized to state and express for each such series:

               1.  Voting rights, if any, including, without limitation, the
          authority to confer multiple votes per share, voting rights as to
          specified matters or issues or, subject to the provisions of this
          Restated Certificate of Incorporation, as amended, voting rights to be
          exercised either together with holders of Common Stock as a single
          class, or independently as a separate class;

               2.  The rate per annum and the times at and conditions upon which
          the holders of shares of such series shall be entitled to receive
          dividends, the conditions and the dates upon which such dividends
          shall be payable and whether such dividends shall be cumulative or
          noncumulative, and, if cumulative, the terms upon which such dividends
          shall be cumulative;

               3.  Redemption, repurchase, retirement and sinking fund rights,
          preferences and limitations, if any, the amount payable on shares of
          such series in the event of such redemption, repurchase or retirement,
          the terms and conditions of any sinking fund, the manner of creating
          such fund or funds and whether any of the foregoing shall be
          cumulative or noncumulative;

               4.  The rights to which the holders of the shares of such series
          shall be entitled upon any voluntary or involuntary liquidation,
          dissolution or winding up of the Corporation;

               5.  The terms, if any, upon which the shares of such series shall
          be convertible into, or exchangeable for, shares of stock of any other
          class or classes or of any other series of the same or any other class
          or classes, including the price or prices or the rate or rates of
          conversion or exchange and the terms of adjustment, if any; and

               6.  Any other designations, preferences and relative,
          participating, optional or other special rights, and qualifications,
          limitations or restrictions thereof so far as they are not
          inconsistent with the provisions of this Restated Certificate of
          Incorporation, as amended, and to the full extent now or hereafter
          permitted by the laws of the State of Delaware.

     All shares of the Preferred Stock of any one series shall be identical to
each other in all respects, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon, if
cumulative, shall be cumulative.

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          B.   COMMON STOCK

               1.  Whenever dividends upon the Preferred Stock at the time
          outstanding shall have been paid in full for all past dividend periods
          or declared and set apart for payment, such dividends as may be
          determined by the Board of Directors may be declared by the Board of
          Directors and paid from time to time to the holders of the Common
          Stock.

               2.  In the event of any liquidation, dissolution or winding up of
          the affairs of the Corporation, whether voluntary or involuntary, the
          assets and funds of the Corporation remaining after the payment to the
          holders of the Preferred stock at the time outstanding of the full
          amounts to which they shall be entitled shall be distributed among the
          holders of the Common Stock according to their respective shares.

               3.  The shares of Common Stock shall entitle the holders of
          record thereof to one vote for each share upon all matters upon which
          stockholders have the right to vote, subject only to any exclusive
          voting rights which may vest in holders of the Preferred Stock under
          the provisions of any series of the Preferred Stock established by the
          Board of Directors pursuant to the authority provided in this Article
          FOURTH.

          C.   SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

               1.  DESIGNATION AND AMOUNT.  The shares of such series shall be
          designated as "Series A Junior Participating Preferred Stock" and the
          number of shares constituting such series shall be one hundred
          twenty-five thousand (125,000).

               2.  DIVIDENDS AND DISTRIBUTIONS.

          (A)  Subject to the prior and superior rights of the holders of any
     shares of any series of Preferred Stock ranking prior and superior to the
     shares of Series A Junior Participating Preferred Stock with respect to
     dividends, the holders of shares of Series A Junior Participating Preferred
     Stock shall be entitled to receive, when, as and if declared by the Board
     of Directors out of funds legally available for the purpose, quarterly
     dividends payable in cash on the last day of February, May, August and
     November in each year (each such date being referred to herein as a
     "Quarterly Dividend Payment Date"), commencing on the first Quarterly
     Dividend Payment Date  after the first issuance of a share or fraction of a
     share of Series A Junior Participating Preferred Stock, in an amount per
     share (rounded to the nearest cent) equal to the greater of (a) $20 or (b)
     subject to the provision for adjustment hereinafter set forth, 200 times
     the aggregate per share amount of all cash dividends, and 200 times the
     aggregate per share amount (payable in kind) of all non-cash dividends or
     other distributions other than a dividend payable in shares of Common Stock
     or a subdivision of the outstanding shares of Common Stock by
     reclassification or 

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     otherwise), declared on the Common Stock, $.10 par value, of the 
     Corporation (the "Common Stock") since the immediately preceding 
     Quarterly Dividend Payment Date, or, with rest to the first Quarterly 
     Dividend Payment Date, since the first issuance of any share or fraction 
     of a share of Series A Junior Participating Preferred Stock.  In the 
     event the Corporation shall at any time declare or pay any dividend on
     Common Stock payable in shares of Common Stock, or effect a subdivision 
     or combination or consolidation of the outstanding shares of Common 
     Stock (by reclassification or otherwise than by payment of a dividend in 
     shares of Common Stock) into a greater or lesser number of shares of 
     Common Stock, then in each such case the amount to which holders of 
     shares of Series A Junior Participating Preferred Stock were entitled 
     immediately prior to such event under clause (b) of the preceding 
     sentence shall be adjusted by multiplying such amount by a fraction the 
     numerator of which is the number of shares of Common Stock outstanding 
     immediately after such event and the denominator of which is the number 
     of shares of Common Stock that were outstanding immediately prior to 
     such event.

          (B)  The Corporation shall declare a dividend or distribution on the
     Series A Junior Participating Preferred Stock as provided in paragraph (A)
     above immediately after it declares a dividend or distribution on the
     Common Stock (other than a dividend payable in shares of Common Stock);
     provided that, in the event no dividend or distribution shall have been
     declared on the Common Stock during the period between any Quarterly
     Dividend Payment Date and the next subsequent Quarterly Dividend Payment
     Date, a dividend of $20 per share on the Series A Junior Participating
     Preferred Stock shall nevertheless be payable on such subsequent Quarterly
     Dividend Payment Date.

          (C)  Dividends shall begin to accrue and be cumulative on outstanding
     shares of Series A Junior Participating Preferred Stock from the Quarterly
     Dividend Payment Date next preceding the date of issue of such shares of
     Series A Junior Participating Preferred Stock, unless the date of issue of
     such shares is prior to the record date for the first Quarterly Dividend
     Payment Date, in which case dividends on such shares shall begin to accrue
     from the date of issue of such shares, or unless the date of issue is a
     Quarterly Dividend Payment Date or is a date after the record date for the
     determination of holders of shares of Series A Junior Participating
     Preferred Stock entitled to receive a quarterly dividend and before such
     Quarterly Dividend Payment Date, in either of which events such dividends
     shall begin to accrue and be cumulative from such Quarterly Dividend
     Payment Date.  Accrued but unpaid dividends shall not bear interest. 
     Dividends paid on the shares of Series A Junior Participating Preferred
     Stock in an amount less than the total amount of such dividends at the time
     accrued and payable on such shares shall be allocated pro rata on a
     share-by-share basis among all such shares at the time outstanding.  The
     Board of Directors may fix a record date for the determination of holders
     of shares of Series A Junior Participating Preferred Stock entitled to
     receive payment of a dividend or distribution declared thereon, which
     record date shall be no more than 30 days prior to the date fixed for the
     payment thereof.

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          3.  VOTING RIGHTS.  The holders of shares of Series A Junior
     Participating Preferred Stock shall have the following voting rights:

               (A)  Subject to the provision for adjustment hereinafter set
          forth, each share of Series A Junior Participating Preferred Stock
          shall entitle the holder thereof to 200 votes on all matters submitted
          to a vote of the stockholders of the Corporation.  In the event the
          Corporation shall at any time declare or pay any dividend on Common
          Stock payable in shares of Common Stock; or effect a subdivision or
          combination of the outstanding shares of Common Stock (by
          reclassification or otherwise) into a greater or lesser number of
          shares of Common Stock, then in each such case the number of votes per
          share to which holders of shares of Series A Junior Participating
          Preferred Stock were entitled immediately prior to such event shall be
          adjusted by multiplying such number by a fraction the numerator of
          which is the number of shares of Common Stock outstanding immediately
          after such event and the denominator of which is the number of shares
          of Common Stock that were outstanding immediately prior to such event.

               (B)  Except as otherwise provided herein or by law, the holders
          of shares of Series A Junior Participating Preferred Stock and the
          holders of shares of Common Stock shall vote together as one class on
          all matters submitted to a vote of stockholders of the Corporation.

               (C)  Except as set forth herein, holders of Series A Junior
          Participating Preferred Stock shall have no special voting rights and
          their consent shall not be required (except to the extent they are
          entitled to vote with holders of Common Stock as set forth herein) for
          taking any corporate action.

          4.  CERTAIN RESTRICTIONS.

               (A)  Whenever quarterly dividends or other dividends or
          distributions payable on the Series A Junior Participating Preferred
          Stock as provided in Section 2 are in arrears, thereafter and until
          all accrued and unpaid dividends and distributions, whether or not
          declared, on shares of Series A Junior Participating Preferred Stock
          outstanding shall have been paid in full, the Corporation shall not

                    (i)   declare or pay dividends on, make any other
               distributions on, or redeem or purchase or otherwise acquire for
               consideration any shares of stock ranking junior (either as to
               dividends or upon liquidation, dissolution or winding up) to the
               Series A Junior Participating Preferred Stock;

                    (ii)   declare or pay dividends on or make any other
               distributions on any shares of stock ranking on a parity (either
               as to dividends or upon liquidation, dissolution or winding up)
               with the Series A Junior 

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               Participating Preferred Stock, except dividends paid ratably on 
               the Series A Junior Participating Preferred Stock and all such 
               parity stock on which dividends are payable or in arrears in 
               proportion to the total amounts to which the holders of all such
               shares are then entitled;

                    (iii)   redeem or purchase or otherwise acquire for
               consideration shares of any stock ranking on a parity (either as
               to dividends or upon liquidation, dissolution or winding up) with
               the Series A Junior Participating Preferred Stock, provided that
               the Corporation may at any time redeem, purchase or otherwise
               acquire shares of any such parity stock in exchange for shares of
               any stock of the Corporation ranking junior (either as to
               dividends or upon dissolution, liquidation or winding up) to the
               Series A Junior Participating Preferred Stock; or

                    (iv)   purchase or otherwise acquire for consideration any
               shares of Series A Junior Participating Preferred Stock, or any
               shares of stock ranking on a parity with the Series A Junior
               Participating Preferred Stock, except in accordance with a
               purchase offer made in writing or by publication (as determined
               by the Board of Directors) to all holders of such shares upon
               such terms as the Board of Directors, after consideration of the
               respective annual dividend rates and other relative rights and
               preferences of the respective series and classes, shall determine
               in good faith will result in fair and equitable treatment among
               the respective series or classes.

               (B)  The Corporation shall not permit any subsidiary of the
          Corporation to purchase or otherwise acquire for consideration any
          shares of stock of the Corporation unless the Corporation could, under
          paragraph (A) of this Section 4, purchase or otherwise acquire such
          shares at such time and in such manner.

          5.  REACQUIRED SHARES.  Any shares of Series A Junior Participating 
Preferred Stock purchased or otherwise acquired by the Corporation in any 
manner whatsoever shall be retired and canceled promptly after the 
acquisition thereof. All such shares shall upon their cancellation become 
authorized but unissued shares of Preferred Stock and may be reissued as part 
of a new series of Preferred Stock to be created by resolution or resolutions 
of the Board of Directors, subject to the conditions and restrictions on 
issuance set forth herein.

          6.  LIQUIDATION, DISSOLUTION OR WINDING UP.  Upon any voluntary
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (a) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of
Series A Junior Participating Preferred Stock shall have received $200 per
share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment, provided that the
holders of shares of Series A Junior Participating Preferred Stock shall be
entitled to receive an aggregate amount 

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per share, subject to the provision for adjustment hereinafter set forth, 
equal to 200 times the aggregate amount to be distributed per share to 
holders of Common Stock, or (b) to the holders of stock ranking on a parity 
(either as to dividends or upon liquidation, dissolution or winding up) with 
the Series A Junior Participating Preferred Stock, except distributions made 
ratably on the Series A Junior Participating Preferred Stock and all other 
such parity stock in proportion to the total amounts to which the holders of 
all such shares are entitled upon such liquidation, dissolution or winding 
up.  In the event the Corporation shall at any time declare or pay any 
dividend on Common Stock payable in shares of Common Stock, or effect a 
subdivision or combination or consolidation of the outstanding shares of 
Common Stock (by reclassification or otherwise than by payment of a dividend 
in shares of Common Stock) into a greater or lesser number of shares of 
Common Stock, then in each such case the aggregate amount to which holders of 
shares of Series A Junior Participating Preferred Stock were entitled 
immediately prior to such event under the proviso in clause (a) of the 
preceding sentence shall be adjusted by multiplying such amount by a fraction 
the numerator of which is the number of shares of Common Stock outstanding 
immediately after such event and the denominator of which is the number of 
shares of Common Stock that were outstanding immediately prior to such event.

          7.  CONSOLIDATION, MERGER, ETC.  In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 200 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged.  In the event the Corporation shall at any time declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Junior Participating Preferred
Stock shall be adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

          8.  NO REDEMPTION.  The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.

          9.  RANKING.  The Series A Junior Participating Preferred Stock shall
rank junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.

          10.  AMENDMENT.  The Certificate of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or change the
powers, preferences or 

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special rights of the Series A Junior Participating Preferred Stock so as to 
affect them adversely without the affirmative vote of the holders of a 
majority or more of the outstanding shares of Series A Junior Participating 
Preferred Stock, voting separately as a class.

          11.  FRACTIONAL SHARES.  Series A Junior Participating Preferred Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in liquidating distributions and to have the
benefit of all other rights of holders of Series A Junior Participating
Preferred Stock.

          FIFTH:    The Corporation is to have perpetual existence.

          SIXTH:    The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.

          SEVENTH:  In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:

          To make, alter or repeal the by-laws of the Corporation.

          To authorize and cause to be executed mortgages and liens upon the
     real and personal property of the Corporation.

          To set apart out of any of the funds of the Corporation available for
     dividends a reserve or reserves for any proper purpose and to abolish any
     such reserve in the manner in which it was created.

          By a majority of the whole Board, to designate one or more committees,
     each committee to consist of one or more of the directors of the
     Corporation.  The Board may designate one or more directors as alternate
     members of any committee, who may replace any absent or disqualified member
     at any meeting of the committee.  The by-laws may provide that in the
     absence or disqualification of a member of a committee, the member or
     members thereof present at any meeting and not disqualified from voting,
     whether or not he or they constitute a quorum, may unanimously appoint
     another member of the Board of Directors to act at the meeting in the place
     of any such absent or disqualified member.  Any such committee, to the
     extent provided in the resolution of the Board of Directors, or in the
     by-laws of the Corporation, shall have and may exercise all the powers and
     authority of the Board of Directors in the management of the business and
     affairs of the Corporation, and may authorize the seal of the Corporation
     to be affixed to all papers which may require it; but no such committee
     shall have the power or authority in reference to amending the Restated
     Certificate of Incorporation, adopting an agreement of merger or
     consolidation, recommending to the stockholders the sale, lease or exchange
     of all or substantially all of the Corporation's property and assets,
     recommending to the stockholders a dissolution of the Corporation or a
     revocation or a dissolution, or amending the by-laws of the Corporation;
     and, unless the resolution or by-laws, 

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     expressly so provide no such committee shall have the power or authority 
     to declare a dividend or to authorize the issuance of stock.

          The Board of Directors shall have the power, from time to time to
     issue shares of the authorized and unissued capital stock of the
     Corporation, for such consideration, on such terms, in such manner, and to
     such person or persons, as the Board of Directors may, from time to time,
     determine. 

          In addition to the powers and authorities herein or by statute
     expressly conferred upon it, the Board of Directors may exercise all such
     powers and do all such acts and things as may be exercised or done by the
     Corporation, subject, however, to the provisions of the laws of the State
     of Delaware, of this certificate, and of the by-laws of the Corporation.

          EIGHTH:   Insofar as the same is not contrary to the laws of the State
of Delaware no contract or other transaction between this Corporation and any
other corporation shall be affected or invalidated by reason of the fact that
any one or more of the directors of this Corporation is or are interested in, or
is a director or officer, or are directors or officers of such other
corporation, and any director or directors of this Corporation individually or
jointly, may be a party or parties to, or may be interested in, any contract or
transaction of this Corporation or in which this Corporation is interested; and
no contract, act or transaction of this Corporation with any person or persons,
firm, association or corporation, shall be affected or invalidated by reason of
the fact that any director or directors of this Corporation is a party or
parties to, or interested in such contract, act or transaction or is, or are, in
any way connected with such person or persons, firm, association or corporation,
if such fact is known to the Board of Directors of this Corporation, and each
and every person who may become a director of this Corporation is hereby
relieved from any liability that might otherwise exist from contracting with
this Corporation for the benefit of himself, or any firm, association or
corporation in which he may be in anywise interested.

          NINTH:    The Corporation shall indemnify its officers, directors, 
employees and agents to the full extent permitted by the General Corporation 
Law of the State of Delaware, as now in effect or as the same may be 
hereafter amended.

     No director of the Corporation shall be personally liable to the
Corporation or any stockholder for monetary damages for breach of fiduciary duty
as a director.  Notwithstanding the foregoing sentence, a director shall be
liable to the extent provided by applicable law (i) for breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the General Corporation Law
of Delaware or (iv) for any transaction from which the director derived an
improper personal benefit.  Neither the amendment nor repeal of this paragraph,
nor the adoption of any provision of this Restated Certificate of Incorporation
inconsistent with this paragraph, shall apply to or have any effect upon the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment, repeal, or adoption of any inconsistent provision.

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          TENTH:    Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws 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 by-laws of the Corporation.  Elections of
directors need not be by written ballot unless the by-laws of the Corporation
shall so provide.

     Any action by the stockholders of the Corporation shall be taken at a
meeting of stockholders and no corporate action may be taken by written consent
of the stockholders entitled to vote upon such action.

     Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the Chairman of the Board or
the President and shall be called by the Chairman of the Board or President at
the request in writing of seventy-five percent (75%) of the directors then in
office.  Such request shall state the purpose or purposes of the proposed
meeting.  Stockholders of the Corporation shall not have the right to request or
call a special meeting of the stockholders.

     The vote required for any amendment to, or repeal of, all or any portion of
this Article TENTH shall be the affirmative vote of the holders of at least
eighty percent (80%) of the outstanding shares of Common Stock of the
Corporation; provided, however, that if the Continuing Directors of the
Corporation shall by a majority vote at a meeting at which a Continuing Director
Quorum was present have adopted a resolution approving the amendment or repeal
proposal and have determined to recommend it for approval by the holders of
Common Stock of the Corporation, then the vote required shall be the affirmative
vote of the holders of at least a majority of the outstanding Common Stock of
the Corporation.

     The term "Continuing Director" shall mean, with respect to a vote of the
Board of Directors of the Corporation governed by this Article TENTH, all
members of the Board except any director who (a) while serving as a member of
the Board is a Related Person who is a party to or beneficiary of or has
proposed the transaction or matter to be voted upon, or any Affiliate or
Associate of such a Related Person, or any representative of such persons; or
(b) became a member of the Board following the date upon which such a Related
Person became a Related Person, unless such director is recommended or elected
to succeed a Continuing Director by a majority of the Continuing Directors.

     The term "Continuing Director Quorum" shall mean a majority of the
Continuing Directors capable of exercising the powers conferred upon them under
the provisions of the Certificate of Incorporation or the by-laws of the
Corporation or by law.

     The term "Related Person" shall mean any Person who beneficially owns a
number of shares of Common Stock of the Corporation, whether or not such number
includes shares not then issued, which exceeds a number equal to five percent
(5%) of the outstanding shares of the Common Stock of the Corporation.

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     The term "Person" shall mean an individual, corporation, partnership,
association, joint-stock company, trust, any unincorporated organization, and
any other entity or group.

     The term "Affiliate" shall mean a Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with another Person.

     The term "Associate" shall mean:  (a) any corporation or organization of 
which a Person is an officer or partner or is, directly or indirectly, the 
Beneficial Owner of five percent (5%) or more of any class of equity 
securities; (b) any trust or other estate in which a Person has a five 
percent (5%) or larger beneficial interest of any nature or as to which a 
Person serves as trustee or in a similar fiduciary capacity; or (c) the 
immediate family of a Person, including without limitation, a spouse, 
parents, children (even if of legal age and living independently), siblings, 
fathers and mothers-in-law, sons and daughters-in-law, and brothers and 
sisters-in-law.

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

          TWELFTH:  A. Except as set forth in paragraph B of this Article, the
affirmative vote or consent of the holders of not less than eighty percent (80%)
of the outstanding shares of stock of this Corporation entitled to vote shall be
required:

               1.   to adopt any agreement for, or to approve, the merger or
          consolidation of the Corporation or any Subsidiary (as hereinafter
          defined) with or into any Related Person (as hereinafter defined), or

               2.   to authorize any sale, lease, transfer, exchange, mortgage,
          pledge or other disposition to any Related Person of all or
          substantially all of the assets of the corporation or any subsidiary,
          or

               3.   to authorize the issuance or transfer by the Corporation or
          any Subsidiary of any voting securities of the Corporation or any
          Subsidiary in exchange or payment for the securities or assets of any
          Related Person, if such authorization is otherwise required by law or
          by any agreement between the Corporation and any national securities
          exchange or by any other agreement to which the Corporation or any
          Subsidiary is a party, or,

               4.   to adopt any plan for the dissolution of the Corporation, or

               5.   to adopt any amendment, change or repeal of any of the
          provisions of this Article TWELFTH.

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     B.   The provisions of paragraph A of this Article shall not apply, and the
provisions of the laws of the State of Delaware shall apply to any transaction
described therein if the Board of Directors by resolution shall have approved a
memorandum of understanding with such Related Person setting forth the principal
terms of such transaction and such transaction is substantially consistent
therewith, provided that the resolution approving such memorandum of
understanding is adopted by eighty percent (80%) of those members of the Board
of Directors who were duly elected and acting members of the Board of Directors
prior to the time such Related Person became the beneficial owner of five
percent (5%) or more of the outstanding shares of stock of the Corporation
entitled to vote in elections of directors.

     C.   For purposes of this Article:

               1.   a "Subsidiary" is any corporation more than forty-nine
          percent (49%) of the voting securities of which are owned, directly or
          indirectly, by the Corporation;

               2.   a "Person" is any individual, corporation, partnership or
          other entity;

               3.   an "Affiliate" of a specified person is any person that
          directly, or indirectly through one or more intermediaries, controls,
          or is controlled by, or is under common control with the specified
          person; and

               4.   a Person is a "Related Person" if, as of the record date for
          the determination of stockholders entitled to notice thereof and to
          vote or consent to proposed action, such person is, or at any time
          within the preceding twelve months has been, directly or indirectly
          through any affiliate, the beneficial owner of five percent (5%) or
          more of the outstanding shares of stock of the corporation entitled to
          vote in elections of directors.

     D.   The Board of Directors shall have the power and duty to determine, for
purposes of this Article, on the basis of information known to such Board,

               1.   whether any Person is a Related Person; and

               2.   whether a proposed transaction is substantially consistent
          with any memorandum of understanding of the character referred to in
          paragraph B of this Article.

     Any such determination shall be conclusive and binding for all purposes of
this Article.

          THIRTEENTH:   The management of the corporation shall be vested in a
Board of Directors consisting of not less than three nor more than fifteen
directors, the exact number of directors to be determined from time to time,
after the 1984 Annual Meeting of 

                                           12
<PAGE>

Stockholders, by the Board of Directors by the affirmative vote of a majority 
of the entire Board.  The directors shall be divided into three classes, 
designated Class A, Class B, and Class C.  Each class shall consist as nearly 
as may be possible, of one-third of the total number of directors 
constituting the entire Board of Directors.  At the 1984 Annual Meeting of 
Stockholders, a Board of Directors consisting of seven directors shall be 
elected consisting of three Class C directors who shall be elected for one 
year, two Class B directors who shall be elected for a two-year term, and two 
Class A directors who shall be elected for a three-year term.  At each 
succeeding Annual Meeting of Stockholders beginning in 1985, successors to 
the class of directors whose term expires at that annual meeting shall be 
elected for a three-year term.  If the number of directors is changed, any 
increase or decrease shall be apportioned among the classes so as to maintain 
the number of directors in each class as nearly equal as possible, and any 
additional director of any class elected to fill a vacancy resulting from an 
increase in such class shall hold office for a term that shall coincide with 
the remaining term of that class, but in no case will a decrease in the 
number of directors shorten the term of any incumbent director.  A director 
shall hold office until the Annual Meeting for the year in which his term 
expires and until his successor shall be elected and shall qualify, subject, 
however, to prior death, resignation, retirement, disqualification, or 
removal for cause.  A director may be removed from office only for cause and 
by the vote of a majority of the outstanding stock of the Corporation 
entitled to vote at an election of directors, at a meeting of stockholders 
called expressly for that purpose.  Any vacancy occurring on the Board of 
Directors for whatever reason, including any vacancy resulting from an 
increase in the number of directors, shall be filled by the affirmative vote 
of a majority of the Continuing Directors at which a Continuing Director 
Quorum shall have been present.  Any director elected to fill a vacancy not 
resulting from an increase in the number of directors shall have the same 
remaining term as that of his predecessor.

           Advance notice of stockholder nominations for the election of
directors shall be given in the manner provided in the by-laws of the
Corporation.  The vote required for any amendment to, or repeal of, all or any
portion of this Article THIRTEENTH shall be the affirmative vote of the holders
of at least eighty percent (80%) of the outstanding shares of Common Stock of
the Corporation; provided, however, that if the Continuing Directors of the
Corporation shall by majority vote at a meeting at which a Continuing Director
Quorum was present have adopted a resolution approving the amendment or repeal
proposal and have determined to recommend it for approval by the holders of
Common Stock of the Corporation, then the vote required shall be the affirmative
vote of the holders of at least a majority of the outstanding Common Stock of
the Corporation.

          The term "Continuing Director" shall mean, with respect to a vote of
the Board of Directors of the Corporation governed by this Article THIRTEENTH,
all members of the Board except any director who (a) while serving as a member
of the Board is a Related Person who is a party to or beneficiary of or has
proposed the transaction or matter to be voted upon, or any Affiliate or
Associate of such a Related Person, or any representative of such persons; or
(b) became a member of the Board following the date upon which such a Related
Person became a Related Person, unless such director is recommended or elected
to succeed a Continuing Director by a majority of the Continuing Directors.

                                           13
<PAGE>

          The term "Continuing Director Quorum" shall mean a majority of the
Continuing Directors capable of exercising the powers conferred upon them under
the provisions of the Certificate of Incorporation or the by-laws of the
Corporation or by law.

          The term "Related Person" shall mean any Person who beneficially owns
a number of shares of Common Stock of the Corporation, whether or not such
number includes shares not then issued, which exceeds a number equal to five
percent (5%) of the outstanding shares of Common Stock of the Corporation.

          The term "Person" shall mean an individual, corporation, partnership,
association, joint-stock company, trust, any unincorporated organization, and
any other entity or group.

          The term "Affiliate" shall mean a Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with another Person.

          The term "Associate" shall mean: (a) any corporation or organization
of which a Person is an officer or partner or is, directly or indirectly, the
Beneficial Owner of five percent (5%) or more of any class of equity securities;
(b) any trust or other estate in which a Person has a five percent (5%) or
larger beneficial interest of any nature or as to which a Person serves as
trustee or in a similar fiduciary capacity; or (c) the immediate family of a
Person, including without limitation, a spouse, parents, children (even if of
legal age and living independently), siblings, fathers and mothers-in-law, sons
and daughters-in-law, and brothers and sisters-in-law.

          FOURTEENTH:   A. The affirmative vote of the holders of at least
eighty percent (80%) of the outstanding shares of Common Stock not beneficially
owned by any Related Person who is a party to or beneficiary of or has proposed
the transaction or matter to be voted upon, shall be required for the approval
of a Business Combination unless:

               1.   all of the following conditions have been met:

                    (a)  the Business Combination will result in an involuntary
               sale, redemption, cancellation, or other termination of ownership
               of all shares of Common Stock of the Corporation owned by
               stockholders who do not vote in favor of the Business
               Combination;

                    (b)  the consideration to be received by such stockholders
               for such shares shall be in cash or in the same form as the
               Related Person, Affiliate of a Related Person, or Associate of a
               Related Person, has previously paid for such shares or if the
               Related Person, Affiliate of a Related Person, or Associate of a
               Related Person, has paid for such shares with varying forms of
               consideration, the form of consideration for such shares shall be
               either cash or the form used to acquire the largest number of
               such shares previously acquired by it;

                                           14
<PAGE>

                    (c)  the cash or Fair Market Value as of the date of
               consummation of the Business Combination of consideration other
               than cash to be received by such stockholders for such shares
               shall be at least equal to the Minimum Price Per Share; and

                    (d)  a proxy or information statement responsive to the
               requirements of the Securities Exchange Act of 1934 shall be
               mailed to all stockholders of the Corporation at least 30 days
               prior to the consummation of such Business Combination for the
               purpose of soliciting stockholder approval of the Business
               Combination; or

               2.   the Continuing Directors of the Corporation shall by a
          majority vote at a meeting at which a Continuing Director Quorum was
          present have adopted a resolution approving the Business Combination
          as being in the best interests of the Corporation.

     B.   Solely for the purposes of this Article, the following definitions
shall apply:

               1.   "Affiliate" shall mean a Person that directly, or indirectly
          through one or more intermediaries, controls, or is controlled by, or
          is under common control with another Person.

               2.   "Associate" shall mean: (a) any corporation or organization
          of which a Person is an officer or partner or is, directly or
          indirectly, the Beneficial Owner of five percent (5%) or more of any
          class of equity securities; (b) any trust or other estate in which a
          Person has a five percent (5%) or larger beneficial interest of any
          nature or as to which a Person serves as trustee or in a similar
          fiduciary capacity; or (c) the immediate family of a Person, including
          without limitation, a spouse, parents, children (even if legal age and
          living independently), siblings, fathers and mothers-in-law, sons and
          daughters-in-law, and brothers and sisters-in-law.

               3.   "Beneficial Ownership" shall include without limitation: (a)
          all shares directly or indirectly owned by a Person, by an Affiliate
          of a Person or, by an Associate of a Person, (b) all shares which such
          Person, Affiliate, or Associate has the right to acquire (i) through
          the exercise of any option, warrant or right (whether or not currently
          exercisable), (ii) through the conversion of a security, (iii)
          pursuant to the power to revoke a trust, discretionary account, or
          similar arrangement, or (iv) pursuant to the automatic termination of
          a trust, discretionary account, or similar arrangement; and (c) all
          shares as to which such Person, Affiliate, or Associate, directly or
          indirectly, through any contract, arrangement, understanding,
          relationship, or otherwise (including without limitation any written
          or unwritten agreement to act in concert but specifically excluding
          any participation agreement, arrangement, understanding or
          relationship between or among any two or more commercial banks made or
          established in connection with and in furtherance of a bona fide

                                           15
<PAGE>

          lending arrangement with the Corporation and/or one or more
          Subsidiaries) has or shares voting power (which includes the power to
          vote or to direct the voting of such shares) or investment power
          (which includes the power to dispose or to direct the disposition of
          such shares) or both.

               4.   "Business Combination" shall mean: (a) any merger or
          consolidation of this Corporation with or into a Related Person,
          Affiliate of a Related Person, or Associate of a Related Person; (b)
          any sale, lease, exchange, transfer, or other disposition, including
          without limitation a mortgage or any other security device, of all or
          any Substantial Part of the assets of the Corporation or a Subsidiary,
          including without limitation any voting securities of a Subsidiary, to
          or with a Related Person, Affiliate of a Related Person, or Associate
          of a Related Person; (c) any merger into or consolidation with the
          Corporation or a Subsidiary, of a Related Person, an Affiliate of a
          Related Person, or Associate of a Related Person; (d) any sale, lease,
          exchange, transfer, or other disposition to the Corporation or a
          Subsidiary of all or any part of the assets of a Related Person,
          Affiliate of a Related Person, or Associate of a Related Person; (e)
          any reclassification of Common Stock of the Corporation or any
          recapitalization involving Common Stock of the Corporation,
          consummated within three years after a Related Person becomes a
          Related Person that would have the effect of increasing the voting
          power of a Related Person, Affiliate of a Related Person, or Associate
          of a Related Person; and (f) any agreement, contract, or other
          arrangement providing for any of the transactions described in this
          definition of Business Combination, but, notwithstanding anything to
          the contrary herein, Business Combination shall not include any
          Section 253 Merger, or any transaction involving a Related Person,
          Affiliate of a Related Person, or Associate of a Related Person, which
          is to be consummated or become effective after a Related Person has
          been a Related Person for at least three years.

               5.   "Control" shall mean the possession, directly or indirectly,
          of the power to direct or cause the direction of the management and
          policies of a Person, whether through the ownership of voting
          securities, by contract, or otherwise.

               6.   "Minimum Price Per Share" shall mean the sum of (a) the
          higher of (i) the highest gross per share price paid or agreed to be
          paid to acquire any shares of Common Stock of the Corporation
          beneficially owned by a Related Person, provided such payment or
          agreement to make payment was made within three years immediately
          prior to the record date set to determine the stockholders entitled to
          vote on the Business Combination in question, or, in the case of a
          Section 253 Merger, three years immediately prior to the effective
          date of such Section 253 Merger, or (ii) the highest per share public
          market asked price, last, or closing price in the event the shares are
          not listed on a national securities exchange or the highest per share
          closing public market price in the event the shares are listed on a
          national securities exchange for such 

                                           16
<PAGE>

          shares during such three year period, plus (b) the aggregate 
          amount, if any, by which five percent (5%) for each year, beginning 
          on the date on which such Related Person became a Related Person, 
          of such higher per share price exceeds the aggregate amount of all 
          Common Stock dividends per share paid in cash since the date on 
          which such person became a Related Person.  The calculation of the 
          Minimum Price Per Share shall require appropriate adjustments for 
          capital changes, including without limitation stock splits, stock 
          dividends, reverse stock splits, and stock distributions.
          
               7.   "Person" shall mean an individual, corporation, partnership,
          association, joint-stock company, trust, any unincorporated
          organization, and any other entity or group.

               8.   "Related Person" shall mean any Person who beneficially owns
          a number of shares of Common Stock of the Corporation, whether or not
          such number includes shares not then issued, which exceeds a number
          equal to five percent (5%) of the outstanding shares of Common Stock
          of the Corporation.

               9.   "Securities Exchange Act of 1934" shall mean the Securities
          Exchange Act of 1934, as amended from time to time, as well as any
          successor or replacement statute.

               10.  "Subsidiary" shall mean any corporation, forty-nine percent
          (49%) or more of whose outstanding securities representing the right
          to vote for the election of directors is beneficially owned by the
          Corporation and/or one or more Subsidiaries.

               11.  "Substantial Part" shall mean more than ten percent (10%) of
          the total assets of the Corporation in question, as shown on its
          certified balance sheet as of the end of the most recent fiscal year
          prior to the time the determination is being made.

               12.  "Section 253 Merger" shall mean any Merger of the
          Corporation into another corporation which is a Related Person,
          Affiliate of a Related Person, or Associate of a Related Person, or an
          Affiliate pursuant to Section 253 of the Delaware General Corporation
          Laws, as amended from time to time, or any successor or replacement
          statute, provided that such amended, successor or replacement statute
          does not give voting rights to the stockholders of the Corporation
          with respect to the merger.  While such voting rights are part of
          Section 253, a merger under such section shall not be a Section 253
          Merger for purposes of this Article FOURTEENTH.

               13.  "Continuing Director" shall mean, with respect to a vote of
          the Board of Directors of the Corporation governed by this Article
          FOURTEENTH, all members of the Board except any director who (a) while
          serving as a member of the Board is a Related Person who is a party to
          or 

                                           17
<PAGE>

          beneficiary of or has proposed the transaction or matter to be 
          voted upon, or any Affiliate or Associate of such a Related Person, 
          or any representative of such persons; or (b) became a member of 
          the Board following the date upon which such a Related Person 
          became a Related Person, unless such director is recommended or 
          elected to succeed a Continuing Director by a majority of the 
          Continuing Directors.
          
               14.  "Continuing Director Quorum" shall mean a majority of the
          Continuing Directors capable of exercising the powers conferred upon
          them under the provisions of the Certificate of Incorporation or the
          by-laws of the Corporation or by law.

               15.  "Fair Market Value" shall mean: (a) in the case of stock,
          the highest per share public market asked price, last, or closing
          price in the event the shares of stock are not listed on a national
          securities exchange or the highest per share closing public market
          price in the event the shares of stock are listed on a national
          securities exchange during the 30-day period immediately preceding the
          date in question or if no such quoted prices are available, the fair
          market value on the date in question of a share of such stock as
          determined by a majority of the Continuing Directors in good faith at
          a meeting at which a Continuing Director Quorum was present; and (b)
          in the case of property other than cash or stock, the fair market
          value of such property on the date in question as determined by a
          majority of the Continuing Directors in good faith at a meeting at
          which a Continuing Director Quorum was present.

     C.   In the event of a Section 253 Merger, a Related Person shall pay or
cause to be paid for each share of Common Stock of the Corporation as to which
share ownership is being sold, redeemed, canceled, or otherwise terminated by
means of the Section 253 Merger, cash or other readily marketable consideration
having a fair value at least equal to the Minimum Price Per Share; provided,
however, that this requirement shall not apply to any Section 253 Merger
involving a Related Person, Affiliate of a Related Person, or Associate of a
Related Person, to become effective after such Related Person has been a Related
Person for at least three years.

     D.   Nothing contained in this Article FOURTEENTH shall be construed to
relieve any Related Person, Affiliate of a Related Person, or Associate of a
Related Person, from any fiduciary obligation imposed by law.

     E.   A majority of the Continuing Directors, at a meeting at which a
Continuing Director Quorum is present, shall have the power and duty to
determine in good faith, on the basis of information known to them after
reasonable inquiry, all facts necessary to determine compliance with this
paragraph.

     F.   The vote required for any amendment to, or repeal of, all or any
portion of this Article FOURTEENTH shall be the affirmative vote of the holders
of at least eighty percent (80%) of the outstanding shares of Common Stock of
the Corporation not beneficially owned 

                                           18
<PAGE>

by Related Persons; provided, however, that if the Continuing Directors of 
the Corporation shall by a majority vote at a meeting at which a Continuing 
Director Quorum was present have adopted a resolution approving the amendment 
or repeal proposal and have determined to recommend it for approval by the 
holders of Common Stock of the Corporation, then the vote required shall be 
the affirmative vote of the holders of at least a majority of the outstanding 
shares of Common Stock of the Corporation.

                                           19
<PAGE>

          IN WITNESS WHEREOF, said Corporation has caused this Restated
Certificate of Incorporation to be signed by Mark Van Stekelenburg, its Chairman
of the Board and Chief Executive Officer and attested by Robert J. Harter, Jr.,
Senior Vice President-Administration, General Counsel and Secretary, this 24th
day of September, 1996.

                                           RYKOFF-SEXTON, INC.

                                           By: /s/ Mark Van Stekelenburg
                                           ------------------------------
                                           Mark Van Stekelenburg
                                           Chairman of the Board and
                                           Chief Executive Officer



ATTEST:

By: /s/ Robert J. Harter, Jr.
-----------------------------
Robert J. Harter, Jr.
Senior Vice President Administration
General Counsel and Secretary



                                           20