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                                                                   EXHIBIT 3.2


                     RESTATED CERTIFICATE OF INCORPORATION

                                      of

                         NATIONAL AUTO/TRUCKSTOPS, INC.

          This Restated Certificate of Incorporation of National
Auto/Truckstops, Inc. was duly adopted in accordance with the provisions of
Sections 242 and 245 of the Delaware General Corporation Law. The original
Certificate of Incorporation was filed with the Secretary of State of the
State of Delaware on October 29, 1992 under the name National
Auto/Truckstops, Inc.

          1.   NAME.  The name of the corporation is National
Auto/Truckstops, Inc. (the "Corporation").

          2.   ADDRESS; REGISTERED OFFICE AND AGENT.  The address of the
Corporation's registered office is 1209 Orange Street, City of Wilmington,
County of New Castle, State of Delaware; and its registered agent at such
address is The Corporation Trust Company.

          3.   PURPOSES.  The purpose of the Corporation is to engage in,
carry on and conduct any lawful act or activity for which corporations may be
organized under the Delaware General Corporation Law.

          4.   NUMBER OF SHARES.  The total number of shares of stock that
the Corporation shall have authority to issue is:  one thousand (1,000), all
of which shall be shares of Common Stock of the par value of one cent ($.01)
each.

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          5.   NAME AND ADDRESS OF INCORPORATOR.  The name and mailing
address of the incorporator are:  James T. Janover, 1285 Avenue of the
Americas, New York, New York 10019-6064.

          6.   ELECTION OF DIRECTORS.  Members of the Board of Directors may
be elected either by written ballot or by voice vote.

          7.   LIMITATION OF LIABILITY.  No Director of the Corporation shall
be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director, except for liability (a)
for any breach of the Director's duty of loyalty to the Corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174
of the Delaware General Corporation Law or (d) for any transaction from which
the director derived any improper personal benefits.

          Any repeal or modification of the foregoing paragraph by the
stockholder of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such
repeal or modification.

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          8.   INDEMNIFICATION.

               8.1  To the extent not prohibited by law, the Corporation
shall indemnify any person who is or was made, or threatened to be made, a
party to any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the
Corporation to procure a judgment in its favor, by reason of the fact that
such person, or a person of whom such person is the legal representative, is
or was a director or officer of the Corporation, or at the request of the
Corporation, is or was serving as a director or officer of any other
corporation or in a capacity with comparable authority or responsibilities
for any partnership, joint venture, trust, employee benefit plan or other
enterprise (an "Other Entity"), against judgments, fines, penalties, excise
taxes, amounts paid in settlement and costs, charges and expenses (including
attorneys' fees, disbursements and other charges).  Persons who are not
directors or officers of the Corporation (or otherwise entitled to
indemnification pursuant to the preceding sentence) may be similarly
indemnified in respect of service to the Corporation or to an Other Entity at
the request of the Corporation to the extent the Board at any time specifies
that such persons are entitled to the benefits of this Section 8.

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               8.2  The Corporation shall, from time to time, reimburse or
advance to any Director or officer or other person entitled to
indemnification hereunder the funds necessary for payment of expenses,
including attorneys' fees and disbursements, incurred in connection with any
Proceeding, in advance of the final disposition of such Proceeding; PROVIDED,
HOWEVER, that, if required by the Delaware General Corporation Law, such
expenses incurred by or on behalf of any Director or officer or other person
may be paid in advance of the final disposition of a Proceeding only upon
receipt by the Corporation of an undertaking, by or on behalf of such
Director or officer (or other person indemnified hereunder), to repay any
such amount so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right of appeal that such
Director, officer or other person is not entitled to be indemnified for such
expenses.

               8.3  The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation,
the By-laws of the Corporation (the "By-laws"), any agreement, any vote of
stockholders or disinterested Directors or otherwise, both as to action in
his or her official capacity and as to action in another capacity while
holding such office.

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               8.4  The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

               8.5  The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Section 8, the By-laws or
under Section 145 of the Delaware General Corporation Law or any other
provision of law.

               8.6  The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time which this Section 8 is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer, or other person intend to be
legally bound.  No repeal or modification of this Section 8 shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

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               8.7  The right to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent
jurisdiction. The burden of proving that such indemnification or
reimbursement or advancement of expenses is not appropriate shall be on the
Corporation.  Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel and its stockholders) to have made a
determination prior to the commencement of such action that such
indemnification or reimbursement or advancement of expenses is proper in the
circumstances nor an actual determination by the Corporation (including its
Board of Directors, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled.  Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.

               8.8  Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled
to vote in the election of its directors is held, directly or indirectly, by
the Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

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               8.9  Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 8
may elect to have the right to indemnification or reimbursement or
advancement of expenses interpreted on the basis of the applicable law in
effect at the time of the occurrence of the event or events giving rise to
the applicable Proceeding, to the extent permitted by law, or on the basis of
the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought.  Such election shall be
made, by a notice in writing to the Corporation, at the time indemnification
or reimbursement or advancement of expenses is sought; PROVIDED, HOWEVER,
that if no such notice is given, the right to indemnification or
reimbursement or advancement of expenses shall be determined by the law in
effect at the time indemnification or reimbursement or advancement of
expenses is sought.

          9.   ADOPTION, AMENDMENT AND/OR REPEAL OF BY-LAWS.  The Board of
Directors may from time to time make, alter or repeal the By-laws of the
Corporation; PROVIDED, HOWEVER, that any By-laws made, amended or repealed by
the Board of Directors may be amended or repealed, and any By-laws may be
made, by the stockholders of the Corporation.

          WITNESS the signature of this Certificate this 27th day of March,
1998.

                              /s/ EDWIN P. KUHN
                              ------------------------------------------
                              Name:  Edwin P. Kuhn
                              Title: President and Chief Executive Officer