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                                                                     EXHIBIT 3.1


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                               FRESH CHOICE, INC.


  (Pursuant to Section 245 of General Corporation Law of the State of Delaware)


         Fresh Choice, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware, which was originally
incorporated in Delaware under the name Fresh Choice Delaware Corporation on
October, 15, 1992, (the "Corporation") certifies as follows:

                  1. The Corporation's Restated Certificate of Incorporation was
duly adopted by the Board of Directors at a regular meeting in accordance with
Section 245 of the Corporation Law.

                  2. The Corporation's Restated Certificate of Incorporation
only restates and integrates and does not further amend the provisions of the
Corporation's Certificate of Incorporation as theretofore amended or
supplemented, and there is no discrepancy between those provisions and the
provisions of the Restated Certificate.

                  3. The Corporation's Certificate of Incorporation is restated
to read in full as follows:

                  FIRST:   The name of the Corporation is Fresh Choice, Inc.

                  SECOND:  The address of the registered office of the
                           Corporation in the State of Delaware is Incorporating
                           Services, Ltd., 15 East North Street, in the City of
                           Dover, County of Kent. The name of the registered
                           agent at that address is Incorporating Services, Ltd.

                  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
                           Delaware.

                  FOURTH:  

                       A.  The total number of shares of all classes of stock
                           which the Corporation shall have authority to issue
                           is Seven Million Seven Hundred Fifty Thousand
                           (7,750,000), which consists of 7,500,000 shares of
                           Common Stock with par value of $.001 per share and
                           250,000 shares of Preferred Stock with par value of
                           $.001 per share.

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                  B.       The Board of Directors is authorized, subject to any
                           limitations prescribed by law, to provide for the
                           issuance of shares of Preferred Stock in series and,
                           by filing a certificate pursuant to the applicable
                           law of the State of Delaware, to establish from time
                           to time the number of shares to be included in each
                           such series, and to fix the designation, powers,
                           preferences and rights of the shares of each such
                           series and any qualifications, limitations or
                           restrictions thereon. The number of authorized shares
                           of Preferred Stock may be increased or decreased (but
                           not below the number of shares thereof then
                           outstanding) by the affirmative vote of the holders
                           of a majority of the Common Stock without a vote of
                           the holders of the Preferred Stock, or of any series
                           thereof, unless a vote of any such holders is
                           required pursuant to the certificate or certificates
                           establishing the series of Preferred Stock.

                  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:

                  A.       The business and affairs of the Corporation shall be
                           managed by or under the direction of the Board of
                           Directors. In addition to the powers and authority
                           expressly conferred upon them by statute or by this
                           Certificate of Incorporation or the By-Laws of the
                           Corporation, 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.

                  B.       The directors of the Corporation need not be elected
                           by written ballot unless the By-Laws so provide.

                  C.       After the closing date of the first sale of the
                           Corporation's Common Stock pursuant to a firmly
                           underwritten registered public offering (the "IPO"),
                           any action required or permitted to be taken by the
                           stockholders of the Corporation must be effected at a
                           duly called annual or special meeting of stockholders
                           of the Corporation and may not be effected by any
                           consent in writing by such stockholders. Prior to
                           such sale, unless otherwise provided by law, any
                           action which may otherwise be taken at any meeting of
                           the stockholders may be taken without a meeting and
                           without prior notice, if a written consent describing
                           such actions is signed by the holders of outstanding
                           shares having not less than the minimum number of
                           votes which would be necessary to authorize or take
                           such action at a meeting at which all shares entitled
                           to vote thereon were present and voted.

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                  D.       Special meetings of stockholders of the Corporation
                           may be called only (1) by the Board of Directors
                           pursuant to a resolution adopted by a majority of the
                           total number of authorized directors (whether or not
                           there exist any vacancies in previously authorized
                           directorships at the time any such resolution is
                           presented to the Board for adoption) or (2) by the
                           holders of not less than ten percent (10%) of all of
                           the shares entitled to cast votes at the meeting.

                  SIXTH:   

                  A.       The number of directors shall initially be six (6)
                           and, thereafter, shall be fixed from time to time
                           exclusively by the Board of Directors pursuant to a
                           resolution adopted by a majority of the total number
                           of authorized directors (whether or not there exist
                           any vacancies in previously authorized directorships
                           at the time any such resolution is presented to the
                           Board for adoption). After the closing date of the
                           IPO, the directors shall be divided into three
                           classes, as nearly equal in number as reasonably
                           possible, with the term of office of the first class
                           to expire at the first annual meeting of the
                           stockholders following the IPO; the term of office of
                           the second class to expire at the second annual
                           meeting of stockholders held following the IPO; the
                           term of office of the third class to expire at the
                           third annual meeting of stockholders following the
                           IPO; and thereafter for each such term to expire at
                           each third succeeding annual meeting of stockholders
                           after such election. Subject to the rights of the
                           holders of any series of Preferred Stock then
                           outstanding, a vacancy resulting from the removal of
                           a director by the stockholders as provided in Article
                           SIXTH, Section C below may be filled at a special
                           meeting of the stockholders held for that purpose.
                           All directors shall hold office until the expiration
                           of the term for which elected, and until their
                           respective successors are elected, except in the case
                           of the death, resignation, or removal of any
                           director.

                  B.       Subject to the rights of the holders of any series of
                           Preferred Stock then outstanding, newly created
                           directorships resulting from any increase in the
                           authorized number of directors or any vacancies in
                           the Board of Directors resulting from death,
                           resignation or other cause (other than removal from
                           office by a vote of the stockholders) may be filled
                           only by a majority vote of the directors then in
                           office, though less than a quorum, and directors so
                           chosen shall hold office for a term expiring at the
                           next annual meeting of stockholders at which the term
                           of office of the class to which they have been
                           elected expires, and until their respective
                           successors are elected, except in the case of the
                           death, resignation, or removal of any director. No
                           

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                           decrease in the number of directors constituting the
                           Board of Directors shall shorten the term of any
                           incumbent director.

                  C.       Subject to the rights of the holders of any series of
                           Preferred Stock then outstanding, any directors, or
                           the entire Board of Directors, may be removed from
                           office at any time, with or without cause, but only
                           by the affirmative vote of the holders of at least a
                           majority of the voting power of all of the then
                           outstanding shares of capital stock of the
                           Corporation entitled to vote generally in the
                           election of directors, voting together as a single
                           class. Vacancies in the Board of Directors resulting
                           from such removal may be filled by a majority of the
                           directors then in office, though less than a quorum,
                           or by the stockholders as provided in Article SIXTH,
                           Section A above. Directors so chosen shall hold
                           office for a term expiring at the next annual meeting
                           of stockholders at which the term of office of the
                           class to which they have been elected expires, and
                           until their respective successors are elected, except
                           in the case of the death, resignation, or removal of
                           any director.

                  SEVENTH: The Board of Directors is expressly empowered to
                           adopt, amend or repeal By-Laws of the Corporation.
                           Any adoption, amendment or repeal of By-Laws of the
                           Corporation by the Board of Directors shall require
                           the approval of a majority of the total number of
                           authorized directors (whether or not there exist any
                           vacancies in previously authorized directorships at
                           the time any resolution providing for adoption,
                           amendment or repeal is presented to the Board). The
                           stockholders shall also have power to adopt, amend or
                           repeal the By-Laws of the Corporation. Any adoption,
                           amendment or repeal of By-Laws of the Corporation by
                           the stockholders shall require, in addition to any
                           vote of the holders of any class or series of stock
                           of the Corporation required by law or by this
                           Certificate of Incorporation, the affirmative vote of
                           the holders of at least sixty-six and two-thirds
                           percent (66-2/3%) of the voting power of all of the
                           then outstanding shares of the capital stock of the
                           Corporation entitled to vote generally in the
                           election of directors, voting together as a single
                           class.

                  EIGHTH:  A director of the Corporation shall not be personally
                           liable to the Corporation or its stockholders for
                           monetary damages for breach of fiduciary duty as a
                           director, except for liability (i) for any breach of
                           the director's duty of loyalty to the Corporation or
                           its stockholders, (ii) for acts or omissions not in
                           good faith or which involved intentional misconduct
                           or a knowing violation of law, (iii) under Section
                           174 of the Delaware General Corporation Law, or (iv)
                           for any transaction from which the director derived
                           an improper personal benefit.

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                           If the Delaware General Corporation Law is hereafter
                           amended to authorize the further elimination or
                           limitation of the liability of a director, then the
                           liability of a director of the Corporation shall be
                           eliminated or limited to the fullest extent permitted
                           by the Delaware General Corporation Law, as so
                           amended.

                           Any repeal or modification of the foregoing
                           provisions of this Article EIGHTH 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.

                  NINTH:   The Corporation reserves the right to amend or repeal
                           any provision contained in this Certificate of
                           Incorporation in the manner prescribed by the laws of
                           the State of Delaware and all rights conferred upon
                           stockholders are granted subject to this reservation;
                           provided, however, that, notwithstanding any other
                           provision of this Certificate of Incorporation or any
                           provision of law which might otherwise permit a
                           lesser vote or no vote, but in addition to any vote
                           of the holders of any class or series of the stock of
                           this Corporation required by law or by this
                           Certificate of Incorporation, the affirmative vote of
                           the holders of at least 66-2/3% of the voting power
                           of all of the then outstanding shares of the capital
                           stock of the Corporation entitled to vote generally
                           in the election of directors, voting together as a
                           single class, shall be required to amend or repeal
                           this Article NINTH, Article FIFTH, Article SIXTH,
                           Article SEVENTH or Article EIGHTH.


         IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate to be signed and attested by its duly authorized officers on this
11th day of June, 1993.


                                            FRESH CHOICE, INC.



                                            By:   /s/ Martin T. Culver
                                                  ------------------------------
                                                     Martin T. Culver, President


ATTEST:



/s/ Brad Wells
------------------------
Brad Wells, Secretary