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                                                                     EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               FRESH CHOICE, INC.




         Fresh Choice, Inc., a Delaware corporation (the "Corporation"), hereby
certifies:

         1. That the Corporation's Board of Directors has duly adopted
resolutions that provide that Article FOURTH of the Restated Certificate of
Incorporation be amended to read in full as follows:

                  FOURTH:

                  A.       The total number of shares of all classes of stock
                           which the Corporation shall have authority to issue
                           is Eighteen Million Five Hundred Thousand
                           (18,500,000), which consists of 15,000,000 shares of
                           Common Stock with par value of $.001 per share and
                           3,500,000 shares of Preferred Stock with par value of
                           $.001 per share.

                  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.

                                       
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         2. That the proposed amendment has been duly adopted in accordance with
the provisions of Section 242 of the General Corporation law of the State of
Delaware.

         The Corporation has caused this Certificate of Amendment of Restated
Certificate of Incorporation to be signed by David A. Anderson, its Chief
Financial Officer, this 13th day of September 1996.


                                                FRESH CHOICE, INC.              
                                                
                                                
                                                
                                                By:  /s/ David A. Anderson
                                                     ---------------------------
                                                         David A. Anderson
                                                         Chief Financial Officer