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                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             NEW WORLD PASTA COMPANY

                               ------------------
                  Pursuant to Sections 228, 242 and 245 of the
                General Corporation Law of the State of Delaware
                               ------------------

     New World Pasta Company, a Delaware corporation (hereinafter called the
"Corporation"), does hereby certify as follows:

     1. The name of the Corporation is New World Pasta Company.

     2. The Corporation was originally incorporated under the name of Hershey
Pasta Manufacturing Company. The Corporation changed its name to New World Pasta
Corporation on January 21, 1999. The date of the filing of its original
certificate of incorporation with the Secretary of State of the State of
Delaware was December 13, 1996.

     3. This Amended and Restated Certificate of Incorporation was duly adopted
by the Board of Directors of the Corporation and adopted by the stockholders of
the Corporation in accordance with Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware.

<PAGE>

     4. Upon the filing with the Secretary of State of the State of Delaware of
this Amended and Restated Certificate of Incorporation (the "Effective Time"),
each issued and outstanding share of 12% Cumulative Redeemable Preferred Stock,
par value $.01 per share, of the Corporation ("Preferred Stock"), shall be
reclassified and become, without further action by the Corporation or any
stockholder, 381.2829 shares of common stock, par value $.01 per share, of the
Corporation ("New Common Stock"), so that immediately following the Effective
Time, the Corporation shall have no shares of Preferred Stock outstanding.

     5. At the Effective Time, the Corporation's Amended and Restated
Certificate of Incorporation, is hereby amended, restated and integrated to read
in its entirety as follows:

     FIRST: The name of the Corporation is NEW WORLD PASTA COMPANY (hereinafter
     -----
the "Corporation").

     SECOND: The address of the registered office of the Corporation 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 Corporation is to engage in any lawful act or
     -----
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
"GCL").

     FOURTH: The total number of shares of stock which the Corporation shall
     ------
have authority to issue is one hundred and twenty million (120,000,000) shares
of common stock, each having a par value of one penny ($.01) ("Common Stock").

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     FIFTH: The following provisions are inserted for the management of the
     -----
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

          1. The business and affairs of the Corporation shall be managed by or
     under the direction of the Board of Directors.

          2. The directors shall have concurrent power with the stockholders to
     make, alter, amend, change, add to or repeal the By-Laws of the
     Corporation.

          3. The number of directors of the Corporation shall be as from time to
     time fixed by, or in the manner provided in, the By-Laws of the
     Corporation. Election of directors need not be by written ballot unless the
     By-Laws so provide.

          4. No director shall be personally liable to the Corporation or any of
     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) pursuant to Section 174 of the GCL or (iv) for any
     transaction from which the director derived an improper personal benefit.
     Any repeal or modification of this Article FIFTH by the stockholders 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 with respect to acts or omissions occurring prior to such
     repeal or modification.

          5. In addition to the powers and authority herein or by statute
     expressly conferred upon them, the directors are hereby empowered to
     exercise all such powers and do all such acts and things as may be
     exercised or done by the Corporation, subject, nevertheless, to the
     provisions of the GCL, this Amended and Restated Certificate of
     Incorporation, and any By-Laws adopted by the stockholders; provided,
     however, that no By-Laws hereafter adopted by the stockholders shall
     invalidate any prior act of the directors which would have been valid if
     such By-Laws had not been adopted.

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     SIXTH: 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 GCL) 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.

     SEVENTH: The Corporation shall indemnify its directors and officers to the
     -------
fullest extent authorized or permitted by the GCL, as the same exists or may
hereafter be amended, and such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except for proceedings to enforce rights to
indemnification, the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or administrators) in
connection with a proceeding (or part thereof) initiated by such person unless
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Article SEVENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending or otherwise participating in any proceeding in advance of its final
disposition.

     The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation who are not directors or
officers similar to those conferred in this Article SEVENTH to directors and
officers of the Corporation.

     The rights to indemnification and to the advancement of expenses conferred
in this Article SEVENTH shall not be exclusive of any other right which any
person may have or hereafter acquire under this Amended and Restated Certificate
of Incorporation, the By-Laws, any statute, agreement, vote of stockholders or
disinterested directors, or otherwise.

     Any repeal or modification of this Article SEVENTH by the stockholders of
the Corporation shall not adversely affect any rights to indemnification and
advancement of expenses of a director or officer of the Corporation existing
pursuant to this Article SEVENTH with respect to any acts or omissions occurring
prior to such repeal or modification.

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                  EIGHTH: The Corporation reserves the right to amend, alter,
                  ------
change or repeal any provision contained in this Amended and 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.

                  IN WITNESS WHEREOF, New World Pasta Company has caused this
Amended and Restated Certificate of Incorporation to be duly executed this 30th
day of July, 2001.

                              NEW WORLD PASTA COMPANY


                              By:       /s/ Wayne Robison
                                 -------------------------------------------
                                 Name: Wayne Robison
                                 Title:  Chief Financial Officer & Treasurer

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