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                                                                     EXHIBIT 3.1
                          CERTIFICATE OF INCORPORATION

                                       OF

                        ATLANTIC BEVERAGE COMPANY, INC.


1. NAME

                 The name of this corporation is Atlantic Beverage Company,
Inc. (the "Corporation").

2.       REGISTERED OFFICE AND AGENT

                 The registered office of the Corporation shall be located at
1013 Centre Road, Wilmington, Delaware 19805 in the County of New Castle.  The
registered agent of the Corporation at such address shall be Corporation
Service Company.

3.       PURPOSE AND POWERS

                 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 the State of Delaware (the "Delaware General Corporation
Law").  The Corporation shall have all power necessary or helpful to engage in
such acts and activities.

4.       CAPITAL STOCK

         4.1.    AUTHORIZED SHARES

                 The total number of shares of all classes of stock that the
Corporation shall have the authority to issue is 35,000,000, of which 5,000,000
shares shall be Preferred Stock, having a par value of $.01 per share
("Preferred Stock") and 30,000,000 shares shall be Common Stock having a par
value of $.01 per share ("Common Stock").  The Board of Directors is expressly
authorized to provide for the classification and reclassification of any
unissued shares of Preferred Stock or Common Stock and the unissued shares of
Preferred Stock or Common Stock and the issuance thereof in one or more classes
or series without the approval of the stockholders of the Corporation.

         4.2.    COMMON STOCK

                 4.2.1.      RELATIVE RIGHTS

                 The Common Stock shall be subject to all of the rights,
privileges, preferences and priorities of the Preferred Stock as set forth in
the certificate of designations filed to establish the respective series of
Preferred Stock.  Each share of Common Stock shall have the same relative
rights as and be identical in all respects to all the other shares of Common
Stock.
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                 4.2.2.      DIVIDENDS

                 Whenever there shall have been paid, or declared and set aside
for payment, to the holders of shares of any class of stock having preference
over the Common Stock as to the payment of dividends, the full amount of
dividends and of sinking fund or retirment payments, if any, to which such
holders are respectively entitled in preference to the Common Stock, then
dividends may be paid on the Common Stock and on any class or series of stock
entitled to participate therewith as to dividends, out of any assets legally
available for the payment of dividends thereon, but only when and as declared
by the Board of Directors of the Corporation.

                 4.2.3.      DISSOLUTION, LIQUIDATION, WINDING UP

                 In the event of any dissolution, liquidation, or winding up of
the Corporation, whether voluntary or involuntary, the holders of the Common
Stock shall become entitled to participate in the distribution of any assets of
the Corporation remaining after the Corporation shall have paid, or set aside
for payment, to the holders of any class of stock having preference over the
Common Stock in the event of dissolution, liquidation or winding up the full
preferential amounts (if any) to which they are entitled.

                 4.2.4.      VOTING RIGHTS

                 Each holder of shares of Common Stock shall be entitled to
attend all special and annual meetings of the stockholders of the Corporation
and, share for share and without regard to class, together with the holders of
all other classes of stock entitled to attend such meetings and to vote (except
any class or series of stock having special voting rights), to cast one vote
for each outstanding share of Common Stock so held upon any matter or thing
(including, without limitation, the election of one or more directors) properly
considered an act upon by the stockholders.

         4.3.    PREFERRED STOCK

                 4.3.1.      ESTABLISHMENT OF SERIES

                 The Board of Directors is expressly authorized, subject to
limitations prescribed by the Delaware General Corporation Law and the
provisions of this Certificate of Incorporation, to provide, by resolution and
by filing a certificate of designations pursuant to the Delaware General
Corporation Law, for the issuance of the shares of Preferred Stock in series,
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 other rights of the
shares of each such series and to fix the qualifications, limitations and
restrictions thereon.  The authority of the Board of Directors with respect to
each series shall include, but not be limited to, determination of the
following:

                          (i) the number of shares constituting that series
                 and the distinctive designation of that series;





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                          (ii) the dividend rate on the shares of that series,
                 whether dividends shall be cumulative, and, if so, from which
                 date or dates, and the relative rights of priority, if any, of
                 payment of dividends on shares of that series;

                          (iii) whether that series shall have voting rights,
                 in addition to the voting rights provided by law, and, if so,
                 the terms of such voting rights;

                          (iv) whether that series shall have conversion
                 privileges, and, if so, the terms and conditions of such
                 conversion, including provisions for adjustment of the
                 conversion rate in such events as the Board of Directors shall
                 determine;

                          (v) whether or not the shares of that series shall be
                 redeemable, and if so, the terms and conditions of such
                 redemption, including the dates upon or after which they shall
                 be redeemable, and the amount per share payable in case of
                 redemption, which amount may vary under different conditions
                 and at different redemption dates;

                          (vi) whether that series shall have a sinking fund
                 for the redemption or purchase of shares of that series, and,
                 if so, the terms and amount of such sinking fund;

                          (vii) the rights of the shares of that series in the
                 event of voluntary or involuntary liquidation, dissolution or
                 winding up of the Corporation, and the relative rights of
                 priority, if any, of payment of shares of that series; and

                          (viii) any other relative powers, preferences, and
                 rights of that series, and qualifications, limitations or
                 restrictions on that series.

                 4.3.2.   ADJUSTMENTS IN NUMBER OF SHARES AUTHORIZED

                 Except as provided to the contrary in the provisions
establishing a series of Preferred Stock, the number of shares of any such
series may be increased (but not above the total number of authorized shares of
Preferred Stock) or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of a majority of the directors.

5.       INCORPORATOR

                 The name and mailing address of the incorporator (the
"Incorporator") is Ann E. Flowers, Hogan & Hartson, 555 Thirteenth Street, NW,
Washington, DC 20004.





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6.       BOARD OF DIRECTORS

         6.1.    NUMBER AND ELECTION

                 The number of directors of the corporation shall be such
number as from time to time shall be fixed by, or in the manner provided in,
the Bylaws of the corporation.  The directors shall be divided into three
classes, as nearly equal in number as possible, to be designated as Class I,
Class II and Class III.  The initial term of office of the Class I directors
shall expire at the annual meeting of stockholders to be held in 1994; the
initial term of office of the Class II directors shall expire at the annual
meeting of stockholders to be held in 1995; and the initial term of office of
the Class III directors shall expire at the annual meeting of stockholders to
be held in 1996.  At each annual meeting of stockholders, the successors of the
class of directors whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders held in the
third year following the year of their election.

         6.2.    INITIAL DIRECTORS

                 The powers of the Incorporator shall terminate upon the filing
of this Certificate of Incorporation, and the following persons, having the
indicated mailing address, shall serve as the directors of the Corporation
until their successor or successors are elected and qualify, as set forth in
the Section 6.1. above:


<TABLE>
<CAPTION>
  Name                                     Mailing Address
  CLASS I DIRECTORS
  -----------------
  <S>                                      <C>
  Eric D. Becker                           One South Street, Suite 800
                                           Baltimore, Maryland  21202

  William E. O'Leary                       1587 Sulphur Spring Road
                                           Baltimore, Maryland  21227

  CLASS II DIRECTORS
  ------------------
  Merrick M. Elfman                        111 North Canal Street, Suite 933
                                           Chicago, Illinois  60606

  Steven M. Taslitz                        111 North Canal Street, Suite 933
                                           Chicago, Illinois  60606

  CLASS III DIRECTORS
  -------------------
  Rudolph C. Hoehn-Saric                   9135 Guilford Road
                                           Columbia, Maryland  21046
</TABLE>





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         6.3.    REMOVAL

                 (a)      Except as otherwise provided pursuant to the
provisions of this Certificate of Incorporation or a certificate of
designations relating to the rights of the holders of any class or series of
Preferred Stock, voting separately by class or series, to elect directors under
specified circumstances, any director or directors may be removed from office
at any time, but only for cause (as defined in Section 6.3(b) hereof) and only
by the affirmative vote, at a special meeting of the stockholders called for
such a purpose, of not less than a majority of the total number of votes of the
then outstanding shares of stock of the Corporation entitled to vote generally
in the election of directors, voting together as a single class, but only if
notice of such proposal was contained in the notice of such meeting.  At least
30 days prior to such special meeting of stockholders, written notice shall be
sent to the director or directors whose removal will be considered at such
meeting.  Any vacancy in the Board of Directors resulting from any such removal
or otherwise shall be filled only by vote of a majority of the directors then
in office, although less than a quorum, and any director so chosen shall hold
office until the next election of the class for which such director shall have
been chosen and until such director's successor shall be elected and qualified
or until any such director's earlier death, resignation or removal.

                 (b)      For the purposes of this Section 6.8, "cause" shall
mean only (i) conduct as a director of the Corporation or any subsidiary
involving dishonest of a material nature that relates to the performance of the
director's duties as a director of the Corporation or any subsidiary or (ii)
criminal conduct (other than minor infractions and traffic violations) that
relates to the performance of the director's duties as a director of the
Corporation or any subsidiary.

         6.4.    CHANGE OF AUTHORIZED NUMBER

                 In the event of any increase or decrease in the authorized
number of directors, the newly created or eliminated directorships resulting
from such increase or decrease shall be apportioned by the Board of Directors
among the three classes of directors so as to maintain such classes as nearly
equal as possible.  No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.

         6.5.    DIRECTORS ELECTED BY HOLDERS OF PREFERRED STOCK

                 Notwithstanding the foregoing, whenever the holders of any one
or more classes or series of Preferred Stock issued by the Corporation shall
have the right, voting separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such directorships shall be governed
by the terms of this Certificate of Incorporation or a certificate of
designations applicable thereto, and such directors so elected shall not be
divided into classes pursuant to this Section 6 unless expressly provided by
the certificate of designations.





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         6.6.    LIMITATION OF LIABILITY

                 No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provisions shall not eliminate or limit
the liability of a director (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) for the types of liability set forth in Section 174 of the Delaware
General Corporation Law; or (d) for any transaction from which the director
received any improper personal benefit.

7.       INDEMNIFICATION

                 To the extent permitted by law, the Corporation shall fully
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact that
such person is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees and all related costs
and expenses of such threatened, pending or completed action, suit or
proceeding), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding.

                 To the extent permitted by law, the Corporation shall fully
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact that
such person is or was an employee or agent of the Corporation, or is or was
serving at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees and all related costs
and expenses of such threatened, pending or completed action, suit or
proceeding), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding.

                 The Corporation shall advance expenses (including attorneys'
fees and all related costs and expenses of such threatened, pending or
completed action, suit or proceeding) incurred by a director or officer in
advance of the final disposition of such action, suit or proceeding upon the
receipt of an undertaking by or on behalf of the director or officer to repay
such amount if it shall ultimately be determined that such director or officer
is not entitled to indemnification.  The Corporation may advance expenses
(including attorneys' fees and all related costs and expenses of such
threatened, pending or completed action, suit or proceeding) incurred by an
employee or agent in advance of the final disposition of such action, suit or
proceeding upon such terms and conditions, if any, as the Board of Directors
deems appropriate.

                 Notwithstanding anything in this Article to the contrary, the
Corporation will not have the obligation of indemnifying any person with
respect to proceedings, claims, suits or actions initiated or brought
voluntarily by such person and not by way of defense.





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8.       AMENDMENT OF BYLAWS

                 In furtherance and not in limitation of the powers conferred
by the Delaware General Corporation Law, the Board of Directors is expressly
authorized and empowered to adopt, amend and repeal the Bylaws of the
Corporation, subject to the right of the stockholders entitled to vote with
respect thereto to amend or repeal Bylaws adopted by the Board of Directors as
provided for in this Certificate of Incorporation or in the Bylaws of the
Corporation.

9.       ACTION BY STOCKHOLDERS

                 Any action required or permitted to be taken by the
stockholders of the Corporation may be effected at a duly called annual or
special meeting of stockholders, and, except as provided below, may be effected
without a meeting, without prior notice and without a vote, by a consent in
writing in accordance with the Bylaws of the Corporation.  At any time that a
class of the equity securities of the Corporation is registered pursuant to
Section 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended,
action shall be taken by the stockholders only at a duly called annual or
special meeting, and action without a meeting shall be prohibited.

10.      SPECIAL MEETINGS

                 Special meetings of the stockholders may be called at any time
but only by (a) the chairman of the board of the Corporation, (b) a majority of
the directors in office, although less than a quorum, or (c) the holders of not
less than 20% of the total number of votes of the then outstanding shares of
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.

11.      SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

                 The Corporation elects not to be governed by the provisions of
Section 203 of the Delaware General Corporation Law.

                 IN WITNESS WHEREOF, the undersigned, being the Incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
Delaware General Corporation Law, hereby certifies that the facts hereinabove
stated are truly set forth, and accordingly executes this Certificate of
Incorporation this 13th day of September, 1993.



                                                         /s/ ANN E. FLOWERS
                                                         ----------------------
                                                             Ann E. Flowers
                                                             Incorporator





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                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION


         Atlantic Beverage Company, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST:  That the Board of Directors of said corporation, at a meeting
duly held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:

         RESOLVED, that the Certificate of Incorporation of Atlantic Beverage
         Company, Inc. be amended by changing Article I thereof so that, as
         amended, said Article shall be and read as follows:

                  "The name of the corporation is Atlantic Premium Brands, Ltd."

         SECOND: That the majority of the stockholders voted in favor of the
amendment at a meeting duly held.

         THIRD:  That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.

         FOURTH: That this Certificate of Amendment of the Certificate of
Incorporation shall be effective on June 1, 1997.

         IN WITNESS WHEREOF, said Atlantic Beverage Company, Inc. has caused
this certificate to be signed by Merrick M. Elfman, its Chairman of the Board
of Directors, and attested by Tom D. Wippman, its Secretary this 29th day of
May 1997.

                                                 ATLANTIC BEVERAGE COMPANY, INC.


                                                 By: /S/ MERRICK M. ELFMAN
                                                     ---------------------------
                                                     Merrick M. Elfman, Chairman
ATTEST:


By: /s/ TOM D. WIPPMAN
    --------------------------
    Tom D. Wippman, Secretary