Certificate Of Incorporation - Dean & DeLuca Inc.


                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               DEAN & DELUCA, INC.

 PURSUANT TO Section 241 AND Section 245 OF THE DELAWARE GENERAL CORPORATION LAW

         Dean & DeLuca, Inc. (the 'CORPORATION'), a corporation organized and
existing under and by virtue of the Delaware General Corporation Law, which
originally filed a Certificate of Incorporation with the Secretary of State of
the State of Delaware on July 28, 1999, hereby adopts the following Restated
Certificate of Incorporation pursuant to Section 241 and Section 245 of the 
Delaware General Corporation Law.

         1. The name of the corporation is Dean & DeLuca, Inc.

         2. The address of the Corporation's registered office in Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The Corporation Trust Company is the Corporation's
registered agent at that address.

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

         4. A. The Corporation shall have authority to issue a total number of
44,000,000 shares of stock, initially consisting of (i) 40,000,000 shares of
common stock, par value $0.01 per share (the 'COMMON STOCK')and (ii) 4,000,000
shares of preferred stock, par value $0.01 per share (the 'PREFERRED STOCK'), of
which 3,669,760 shall be designated Series A Convertible Preferred Stock, par
value $0.01 per share (the 'SERIES A PREFERRED'), and the remainder shall be
undesignated as to class or series. Subject to any limitations prescribed by
law, the Board of Directors of the Corporation (the 'BOARD') is authorized to
provide for the issuance of the shares of unissued and undesignated Preferred
Stock, in one or more classes or 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 class or series, and to fix the
designation, powers, preferences and rights of the shares of each such class and
series and the qualifications, limitations or restrictions thereof. Without
limiting the generality of the grant of authority contained in the preceding
sentence, the Board is authorized to determine any or all of the following, and
the shares of each series may vary from the shares of any other series in any or
all of the following aspects:

                  (i) the number of shares of such series (which may
subsequently be increased, except as otherwise provided by the resolutions of
the Board providing for the issue of such series, 




or decreased to a number not less than the number of shares then outstanding)
and the distinctive designation thereof;


                  (ii) the dividend rights, if any, of such series, the dividend
preferences, if any, as between such series and any other class or series of
stock, whether and the extent to which shares of such series shall be entitled
to participate in dividends with shares of any other series or class of stock,
whether and the extent to which dividends on such series shall be cumulative,
and any limitations, restrictions or conditions on the payment of such
dividends;

                  (iii) the time or times during which, the price or prices at
which, and any other terms or conditions on which the shares of such series may
be redeemed, if redeemable;

                  (iv) the rights of such series, and the preferences, if any,
as between such series and any other class or series of stock, in the event of
any voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation and whether and the extent to which shares of any such series shall
be entitled to participate in such event with any other class or series of
stock;

                  (v) the voting powers, if any, in addition to the voting
powers prescribed by law of shares of such series, and the terms of exercise of
such voting powers;

                  (vi) whether shares of such series shall be convertible into
or exchangeable for shares of any other series or class of stock, or any other
securities, and the terms and conditions, if any, applicable to such right; and

                  (vii) the terms and conditions, if any, of any purchase,
retirement or sinking fund which may be provided for the shares of such series.

                  B. The following is a statement of the designations, powers,
preferences and rights of the Series A Preferred.

                  (i) the number of shares constituting the Series A Preferred
shall be 3,669,760 shares, each of which shall have a stated value of $5.4499
(the 'STATED VALUE').

                  (ii) DIVIDENDS.

                           a. Holders of shares of Series A Preferred shall be
         entitled to receive, if, when and as declared by the board of directors
         of the Corporation and to the extent permitted by the General
         Corporation Law of the State of Delaware, dividends at an annual rate
         equal to 8% of the Stated Value per share for each of the then
         outstanding shares of Series A Preferred, calculated on the basis of a
         360-day year consisting of twelve 30 day months. Such dividends shall
         be non-cumulative and shall be paid at the times and in the manner set
         forth in this Section 4(B). Dividends, if declared and paid, shall be
         calculated from the later of the date of issuance 


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         of the Series A Preferred or the latest date as of which dividends
         shall have been previously declared on the Series A Preferred.


                           b. Any dividend payment made with respect to the
         Series A Preferred shall be made, at the sole discretion of the board
         of directors, in cash out of funds legally available for such purpose.

                           c. No dividends shall be declared or paid on the
         Common Stock in any calendar year unless and until dividends shall be
         declared and paid on the Series A Preferred. Thereafter, if any
         dividends are declared with respect to the Common Stock within the same
         calendar year, the holders of shares of Series A Preferred, as of the
         record date established by the board of directors for such dividend,
         shall be entitled to receive as dividends, in addition to any amounts
         paid as dividends pursuant to Section 4(B)(ii)(a) above, an amount
         equal to the amount of the dividends that such holder would have
         received had the Series A Preferred been converted into Common Stock as
         of the date immediately prior to the record date of such dividend.

                           d. Dividends shall be payable, when and as declared
         by the board of directors, on the date established by the board of
         directors for payment thereof; except that if any such date is a
         Saturday, Sunday or legal holiday, then such dividend shall be payable
         on the first immediately succeeding day which is not a Saturday, Sunday
         or legal holiday. Each dividend shall be paid to the holders of record
         of shares of Series A Preferred as they appear on the books of the
         Corporation on a record date fixed by resolution of the board of
         directors of the Corporation, which record date shall be not more than
         60 days nor fewer than ten (10) days preceding the date so established.

                           e. Dividends declared on the Series A Preferred shall
         be payable before any dividends or distributions or other payments
         shall be paid or set aside for payment upon the Junior Stock (as
         defined below), other than a dividend, distribution or payment paid
         solely in shares of Junior Stock that is not Redeemable Stock or
         Convertible Stock (in each case as defined below). If at any time
         dividends declared on the outstanding shares of Series A Preferred
         shall not have been paid or set apart for payment, the amount of the
         declared but unpaid dividends shall be fully paid or set apart for
         payment, before any dividend, distribution or payment shall be declared
         or paid upon or set apart for the shares of any other class or series
         of Junior Stock or Parity Securities (as defined below), other than a
         dividend, distribution or payment paid solely in shares of Junior Stock
         that is not Redeemable Stock or Convertible Stock. For purposes hereof,
         'REDEEMABLE STOCK' means any equity security that by its terms or
         otherwise is required to be redeemed for cash at any time or is
         redeemable for cash at the option of the holder thereof at any time.
         For purposes hereof, 'CONVERTIBLE STOCK' means any equity security that
         by its terms or otherwise may be converted or exchanged for any other
         security of the Corporation or its subsidiaries at the option of the
         holder thereof or the Corporation at any time.


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                           f. If there shall be outstanding shares of any Parity
         Securities (as defined below), then no dividends shall be declared or
         paid or set apart for payment on any such Parity Securities for any
         period unless dividends have been or contemporaneously are declared and
         paid or declared and a sum sufficient for the payment thereof set apart
         for such payment on the Series A Preferred. In no event shall any
         dividends be declared or paid on Parity Securities unless dividends
         shall be declared and paid on the Series A Preferred. For purposes of
         this document, 'PARITY SECURITIES' means any class or series of capital
         stock that is entitled to share ratably with the Series A Preferred in
         the payment of dividends, if any, and, in the event that the amounts
         payable thereon on liquidation are not paid in full, is entitled to
         share ratably with the Series A Preferred in any distribution of
         assets. All dividends paid with respect to shares of Series A Preferred
         shall be paid PRO RATA to the holders entitled thereto, and, in the
         event of the payment of dividends on Parity Securities, shall be paid
         PRO RATA to the holders of such Parity Securities and Series A
         Preferred based upon the aggregate liquidation preference of the
         outstanding shares described in Section 4(B)(iii) hereof.

               (iii) LIQUIDATION PREFERENCE. In the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, whether voluntary
or involuntary, each holder of Series A Preferred then issued and outstanding
shall be entitled to receive, prior and in preference to any distribution of any
of the assets or funds of the Corporation to the holders of shares of any other
capital stock of the Company ('JUNIOR STOCK'), by reason of their ownership of
such stock, an amount per share of Series A Preferred equal to the Stated Value
of such share plus any dividends declared but unpaid on such share on the date
of liquidation. Thereafter, the holders of any shares of Common Stock acquired
on or prior to December 1, 1999 shall be entitled to receive an amount per share
equal to the cost paid for each share of such Common Stock plus any accrued
dividends declared but unpaid on such Common Stock on the date of liquidation,
dissolution or winding up. Thereafter, all remaining assets shall be
distributed, pro rata, to the holders of shares of Series A Preferred and Common
Stock on an as converted basis. If the assets and funds legally available for
distribution among the holders of shares of Series A Preferred shall be
insufficient to permit the payment in full of any such preference amount, then
the assets and funds shall be distributed ratably among holders of shares of
Series A Preferred in proportion to the number of shares of Series A Preferred
owned by each holder. If the assets and funds of the Corporation available for
distribution to stockholders shall be insufficient to permit the payment in full
of the aforesaid amount and any and all amounts payable in such event to holders
of outstanding Parity Securities, the holders of shares of Series A Preferred
and the holders of such other Parity Securities shall share ratably (as to cash,
in-kind or other distributions) in any distribution of assets of the Corporation
in proportion to the full respective preferential amounts to which such shares
are entitled. The merger or consolidation of the Corporation into or with
another corporation, partnership or other business entity in which the
Corporation is not the surviving entity shall not be deemed a liquidation,
dissolution or winding up of the Corporation for purposes of this Section
4(B)(iii) if the holders of capital stock of the Corporation receive or retain
capital stock of the surviving or resulting corporation having a majority of the
ordinary voting power for the election of directors of all outstanding capital
stock of that corporation immediately after giving effect to such transaction.


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               (iv) CONVERSION.

                       a. Upon the closing of an underwritten initial public
        offering of the Common Stock pursuant to an effective registration
        statement under the Securities Act of 1933, as amended (the 'SECURITIES
        ACT'), other than a registration statement relating solely to an
        employee benefit plan or transaction covered by Rule 145 under the
        Securities Act, which offering yields aggregate proceeds (including
        underwriting discounts and commissions) of not less than ten million
        dollars ($10,000,000) (a 'QUALIFIED IPO'), each then outstanding share
        of the Series A Preferred shall be automatically converted into one or
        more shares of Common Stock calculated by multiplying the number of
        shares of the Series A Preferred to be so converted by the Conversion
        Rate (as defined below). For purposes hereof, 'CONVERSION RATE' shall
        mean the Stated Value per share divided by the Conversion Price per
        share as then in effect. Further, each outstanding share of the Series A
        Preferred shall be automatically converted into one or more shares of
        Common Stock at the Conversion Rate if less than 50% of the shares of
        Series A Preferred originally issued remain outstanding. For purposes
        hereof, the 'CONVERSION PRICE' per share shall initially be $5.4499 but
        shall be subject to adjustment from time to time as provided herein. In
        addition, at any time and from time to time prior to the closing of a
        Qualified IPO, and subject to and upon compliance with the provisions of
        this Section 4, each holder of shares of Series A Preferred shall have
        the right, at his option, to convert at the Conversion Rate all or any
        portion of his shares of Series A Preferred into one or more shares of
        Common Stock by surrendering the shares to be converted in the manner
        provided below.

                       b. In order to exercise his conversion right, a holder of
        shares of Series A Preferred to be converted shall surrender the
        certificate representing the shares to be converted to the Corporation,
        with a notice of election to convert, duly completed and signed, at the
        principal office of the conversion agent. Unless the shares issuable
        upon conversion are to be issued in the same name as the name in which
        the shares of Series A Preferred are registered, each share surrendered
        for conversion shall be accompanied by instruments of transfer duly
        executed by the holder or his duly authorized attorney.

                              i. As promptly as practicable after the surrender
               by a holder of certificates representing shares of Series A
               Preferred and in any event within five (5) business days after
               such surrender, the Corporation shall issue and deliver to the
               person for whose account such Series A Preferred was surrendered,
               or his nominee or nominees (subject to compliance with applicable
               agreements restricting transfer), a certificate or certificates
               for the number of full shares of Common Stock into which the
               shares of Series A Preferred were converted. Any fractional
               interest in respect of a share of Common Stock arising upon the
               conversion shall be settled as provided in Section 4(B)(iv)(c)
               below. In the event that a holder of shares of Series A Preferred
               converts less than all of the shares of Series A Preferred
               evidenced by the certificates surrendered by such holder, the
               Corporation shall issue and deliver to such holder or in
               accordance with the instructions of the holder, simultaneously
               with the issuance of

                                                5





               certificates representing Common Stock, a new certificate for the
               balance of the shares of Series A Preferred not so converted. For
               purposes hereof, a 'person' shall include any individual, firm,
               corporation, limited liability company, partnership, trust,
               incorporated or unincorporated association, joint venture, joint
               stock company, governmental authority or other entity of any
               kind, and shall include any successor (by merger or otherwise) of
               any such entity.

                            ii. Each conversion shall be deemed to have been
              effected immediately prior to the close of business on the date on
              which all of the precedent conditions shall have been satisfied,
              and the person in whose name any certificate for Common Stock
              shall be issuable upon such conversion shall be deemed to have
              become the holder of record of the Common Stock represented by
              such certificate at such time, on such date and at the Conversion
              Price in effect at such time, unless the stock transfer books of
              the Corporation shall be closed on the date, in which event such
              person shall be deemed to have become such holder of record at the
              close of business on the next succeeding day on which such stock
              transfer books are open, and such conversion shall be at the
              Conversion Price in effect on the date such transfer books are
              open. All Common Stock delivered upon conversion of Series A
              Preferred shall upon delivery in accordance with the provisions
              hereof be duly and validly issued and fully paid and
              nonassessable, free of all liens and charges and not subject to
              any preemptive rights. Upon the surrender of certificates
              representing Series A Preferred to be converted, the shares shall
              no longer be deemed to be outstanding and all rights of a holder
              with respect to the shares surrendered for conversion shall
              immediately terminate, except the right to receive the Common
              Stock or other securities, cash or other assets as herein
              provided.

                     c. No fractional shares or securities representing
       fractional shares of Common Stock shall be issued upon conversion of the
       Series A Preferred. Any fractional interest in a share of Common Stock
       resulting from conversion of a share of the Series A Preferred shall be
       paid in cash (computed to the nearest cent) equal to such fraction
       multiplied by the fair market value per share as determined by the board
       of directors in good faith. If more than one certificate representing
       Series A Preferred shall be surrendered for conversion at one time by the
       same holder, the number of full shares issuable upon conversion thereof
       shall be computed on the basis of the aggregate number of shares of the
       Series A Preferred so surrendered for conversion.

                     d. The Conversion Price shall be subject to adjustment as
       follows if any of the events listed below occurs prior to date on which
       conversion occurs or is elected:


                          i. If the Corporation shall (A) pay a dividend or make
              a distribution on its Common Stock in shares of its Common Stock,
              (B) subdivide or reclassify its outstanding Common Stock into a
              greater number of shares or (C) combine or reclassify its
              outstanding Common Stock into a smaller number of shares,



                                        6




              then the Conversion Price in effect immediately prior to such
              event shall be adjusted so that the holder of any share of the
              Series A Preferred thereafter surrendered for conversion shall be
              entitled to receive the number of shares of Common Stock which he
              would have owned or have been entitled to receive after the
              happening of such event had the share of the Series A Preferred
              been converted immediately prior to the occurrence of such event.
              An adjustment made pursuant to this Section 4(B)(iv)(d)(i) shall
              become effective immediately after the record date in the case of
              a dividend or distribution and shall become effective on the
              effective date in the case of a subdivision, combination or
              reclassification. If any dividend or distribution is not paid or
              made, the Conversion Price then in effect shall be appropriately
              readjusted.

                          ii. If the Corporation shall (A) sell or issue shares
              of its Common Stock, (B) issue rights, options or warrants to
              subscribe for or purchase shares of Common Stock or (C) issue or
              sell other rights for shares of Common Stock or securities
              convertible or exchangeable into shares of Common Stock (such
              securities and the Common Stock collectively, the 'SECURITIES'),
              at a price per share less than the Conversion Price, then in each
              such case the Conversion Price in effect immediately prior to the
              issuance of such Securities shall be adjusted so that it shall
              equal the price determined by multiplying the Conversion Price in
              effect immediately prior to the date of issuance of the Securities
              by a fraction, (1) the numerator of which shall be the number of
              shares of Common Stock outstanding immediately prior to the
              issuance of the Securities plus the number of shares of Common
              Stock which the aggregate consideration received for the issuance
              of the Securities (plus the aggregate consideration required to
              obtain Common Stock upon the exercise, conversion or exchange of
              the Securities) would purchase at the Conversion Price in effect
              immediately prior to the issuance of such Securities and (2) the
              denominator of which shall be the number of shares of Common Stock
              outstanding immediately after the issuance of the Securities
              (after giving effect to the full exercise, conversion or exchange,
              as applicable, of such Securities). The adjustment provided for in
              this Section 4(B)(iv)(d)(ii) shall become effective immediately,
              except as provided in Section 4(B)(iv)(d)(v), after such issuance
              and shall be made successively whenever any such Securities are
              issued; PROVIDED that no further adjustments in the Conversion
              Price shall be made upon the subsequent exercise, conversion or
              exchange, as applicable of such Securities pursuant to the
              original terms of such Securities. In determining whether any
              Securities entitle the holders of Common Stock to subscribe for or
              purchase shares of Common Stock at less than the Conversion Price,
              and in determining the aggregate offering price of the Common
              Stock so offered, there shall be taken into account any
              consideration received by the Corporation for such Securities and
              any consideration required to be paid upon the exercise,
              conversion or exchange, as applicable, of such Securities. The
              value of all such consideration (if other than cash) shall be
              determined by the board of directors, whose determination shall be
              conclusive if made in good faith. If any or all of such Securities
              are not so issued or expire or terminate without having been
              exercised, converted or exchanged, the Conversion

                                                7




              Price then in effect shall be appropriately readjusted to the
              Conversion Price that would then be in effect had the adjustments
              made upon the issuance of such Securities been made upon the basis
              of only the number of shares of Common Stock delivered pursuant to
              Securities actually exercised, converted or exchanged. For
              purposes of this Section 4(B)(iv)(d)(ii), the number of shares of
              Common Stock at any time outstanding shall not include shares held
              in the treasury of the Corporation or by any subsidiary of the
              Corporation.

                          iii. Notwithstanding the foregoing, the provisions of
              this Section 4(B)(iv)(d) shall not apply to (A) the issuance of up
              to 1,077,320 shares of Common Stock upon the exercise of options
              granted or to be granted pursuant to stock option plans approved
              by the board of directors or to the grant of options pursuant to
              such stock option plans, (B) the issuance of Common Stock upon the
              exercise of options to be granted to the directors of the
              Corporation pursuant to stock option plans approved by the board
              of directors or to the grant of options pursuant to such stock
              option plans, (C) the issuance of Common Stock issued pursuant to
              any rights or agreements outstanding as of the date of this
              Certificate, including without limitation, convertible securities,
              options and warrants, (D) the issuance of Common Stock upon
              conversion of the Series A Preferred, (E) the issuance of capital
              stock as a dividend on Series A Preferred or in connection with a
              subdivision or combination of Series A Preferred, (F) the issuance
              of capital stock (and options, warrants or other securities
              directly or indirectly convertible into capital stock issuable
              upon any such conversion) in connection with the establishment of
              one or more strategic relationships approved by the board of
              directors and (G) the issuance of capital stock (and options,
              warrants or other securities directly or indirectly convertible
              into capital stock issuable upon any such conversion) issued as
              consideration in connection with any merger, acquisition or other
              business combination approved by the board of directors.

                          iv. Notwithstanding any provision in Section
              4(B)(iv)(d) to the contrary and without limitation of any other
              provision contained in Section 4(B)(iv)(d), if any securities of
              the Corporation (other than the Series A Preferred), including
              without limitation those securities set forth as exceptions in
              Section 4(B)(iv)(d)(iii) above (collectively, the 'SUBJECT
              SECURITIES'), are amended in a manner that (A) results in the
              reduction of the exercise, conversion or exchange price of such
              Subject Securities payable upon the exercise for or conversion or
              exchange into Common Stock or other securities exercisable for, or
              convertible or exchangeable into, Common Stock or (B) causes such
              Subject Securities to become exercisable for or convertible or
              exchangeable into (x) more shares or dollar amount of such Subject
              Securities (which are in turn exercisable for or convertible or
              exchangeable into Common Stock) or (y) more shares of Common
              Stock, then such amendment or modification shall be treated for
              purposes of Section 4(B)(iv)(d) as if the Subject Securities that
              have been so amended or modified have been terminated without
              issuance of any Common Stock upon the exercise, conversion or
              exchange thereof and new securities have been issued


                                        8








              with the amended terms. On the expiration or termination of any
              such amended Subject Securities without such Subject Securities
              having been exercised, converted or exchanged in full pursuant to
              their terms, the Conversion Price shall be appropriately
              readjusted in the manner specified in Section 4(B)(iv)(d).

                          v. No adjustment in the Conversion Price shall be
              required unless such adjustment would require a change of at least
              1% in the Conversion Price; PROVIDED that any adjustment that by
              reason of this Section 4(B)(iv)(d)(v) is not required to be made
              shall be carried forward and taken into account in any subsequent
              adjustment; PROVIDED FURTHER, that any adjustment required and
              made in accordance with Section 4(B)(iv)(d) (other than this
              Section 4(B)(iv)(d)(v)) shall be made no later than such time as
              may be required in order to preserve the tax-free nature, if any,
              of a distribution to the holders of Common Stock. All calculations
              shall be made to the nearest cent or to the nearest one hundredth
              of a share.

                          vi. Whenever the Conversion Price or Conversion Rate
              is adjusted as herein provided, the Corporation shall promptly
              file with its corporate records an officer's certificate setting
              forth the Conversion Price and Conversion Rate after the
              adjustment and setting forth a brief statement of the facts
              requiring the adjustment, which certificate shall be conclusive
              evidence of the correctness of the adjustment. Promptly after
              delivery of the certificate, the Corporation shall prepare a
              notice of the adjustment of the Conversion Price and Conversion
              Rate setting forth the Conversion Price and Conversion Rate and
              the date on which the adjustment becomes effective and shall mail
              the notice of such adjustment of the Conversion Price and
              Conversion Rate (together with a copy of the officer's certificate
              setting forth the facts requiring such adjustment) to each holder
              of Series A Preferred at such holder's last address as shown on
              the stock books of the Corporation.

                          vii. The Corporation shall not, by amendment of its
              certificate of incorporation or through any reorganization,
              transfer of assets, consolidation, merger, dissolution, issue or
              sale of securities or any other action, avoid or seek to avoid the
              observance or performance of any term hereof and shall at all
              times in good faith assist in carrying out of all such terms and
              in taking of all action as may be necessary or appropriate to
              protect the rights of the holders of Series A Preferred against
              dilution or other impairment. Without limiting the generality of
              the foregoing, the Corporation (A) shall not increase the par
              value of any shares of stock receivable on the conversion of the
              Series A Preferred, (B) shall at all times reserve and keep
              available the maximum number of authorized shares of Common Stock,
              sufficient to permit the full conversion of the Series A Preferred
              and (C) shall take such action as may be necessary or appropriate
              in order that all shares of Common Stock as may be issued pursuant
              to the conversion of Series A Preferred will, upon issuance, be
              duly and validly issued, fully paid and nonassessable, and free
              from all taxes, liens and charges with respect to the issue
              thereof.

                                        9



                       e. In case at any time prior to the conversion of all of
        the Series A Preferred, (i) the Corporation shall authorize the granting
        to all the holders of Common Stock of rights to subscribe for or
        purchase any shares of stock of any class or of any other rights, (ii)
        there shall be any reclassification of the Common Stock (other than a
        subdivision or combination of outstanding Common Stock), (iii) there
        shall be any capital reorganization by the Corporation, (iv) there shall
        be a consolidation or merger involving the Corporation or a sale of all
        or substantially all assets of the Corporation, (v) there shall be
        voluntary or involuntary dissolution, liquidation and winding up by the
        Corporation or dividend or distribution to holders of Common Stock or
        (vi) any other event which would cause an adjustment in the Conversion
        Price or Conversion Rate to occur, then the Corporation shall cause to
        be delivered to each holder of Series A Preferred, not less than ten
        (10) days before any record date or the date set for definitive action,
        notice of the date on which the books of the Corporation shall close or
        a record shall be taken for such dividend, distribution or subscription
        rights or notice of the date on which such reorganization, sale,
        consolidation, merger, dissolution, liquidation or winding up or other
        transaction shall take place, as the case may be. Such notice shall also
        set forth such facts as shall indicate the effect of such action (to the
        extent such effect may be known at the date of such notice) on the
        Conversion Price and the kind and amount of the shares of stock and
        other securities and property deliverable upon conversion of the Series
        A Preferred.

                       f. Except where registration is requested in a name other
        than the name of the registered holder, the Corporation shall pay any
        and all documentary stamp or similar issue or transfer taxes payable in
        respect of the issue or delivery of shares of Common Stock on conversion
        of Series A Preferred.

                       g. In case of any reclassification or change of
        outstanding shares of Common Stock (other than a change in par value, or
        as a result of a subdivision or combination), or in case of any
        consolidation of the Corporation with, or merger of the Corporation with
        or into, any other entity that results in a reclassification, change,
        conversion, exchange or cancellation of outstanding shares of Common
        Stock or any sale or transfer of all or substantially all of the assets
        of the Corporation, each holder of Series A Preferred then outstanding
        shall have the right thereafter to convert his shares of Series A
        Preferred into the kind and amount of securities, cash and other
        property that he would have been entitled to receive upon such
        reclassification, change, consolidation, merger, sale or transfer had he
        held Common Stock immediately prior to the reclassification, change,
        consolidation, merger, sale or transfer.

                       h. Upon any conversion of Series A Preferred, the shares
        so converted shall revert to the status of authorized but unissued
        shares of Preferred Stock of the Corporation.

               (v) VOTING RIGHTS. Each share of Series A Preferred shall be
entitled to a number of votes equal to the number of shares of Common Stock into
which such share of Series A Preferred 


                                       10




could be converted on the record date fixed for determining the holders of
Series A Preferred entitled to vote at the meeting or to give the consent
sought. Except as otherwise specifically provided herein or as provided by law
or in the certificate of incorporation, holders of Series A Preferred shall vote
together with holders of Common Stock as a single class on an as-converted basis
on all matters brought before the stockholders of the Corporation.

               (vi) CERTAIN CORPORATE ACTIONS. The Corporation shall not,
without first obtaining the written consent of the holders of at least 50% of
the outstanding shares of Series A Preferred, voting as a single class, (a)
create any senior securities or Parity Securities, except for debt securities
approved by the Series A Preferred board of director representative which are
issued in the ordinary course of business for working capital purposes, (b) pay
dividends on Common Stock, except for shares of Common Stock issued and
outstanding on or before December 1, 1999 for which the holders thereof have the
contractual right to sell such shares to the Company, (c) repurchase Common
Stock except upon termination of employment of the holder, (d) amend the
Company's Certificate of Incorporation in a manner that adversely affects the
rights, preferences or privileges of the Series A Preferred Stock; (e) enter
into any transaction in which control of the Company is transferred, (f)
increase the number of authorized shares of Series A Preferred, (g) authorize
any adverse change to the rights, preferences and privileges of the Series A
Preferred, and (h) approve any increase in the size of the board of directors.

               (vii)   MISCELLANEOUS PROVISIONS.

                       a. Except as otherwise expressly provided, whenever
        pursuant to this document notices or other communications are to be
        made, delivered or otherwise given to holders of Series A Preferred
        Stock, the notice or other communication shall be made in writing and
        shall be by registered or certified first class mail, return receipt
        requested, facsimile transmission, courier service or personal delivery,
        addressed to the persons shown on the stock books of the Corporation as
        such holders at the addresses as they appear in the books of the
        Corporation, as of a record date or dates determined in accordance with
        the certificate of incorporation or bylaws and applicable law, as in
        effect from time to time. All such notices and communications shall be
        deemed to have been duly given (i) when delivered by hand, if personally
        delivered, (ii) when delivered by courier, if delivered by commercial
        overnight courier service, (iii) five (5) business days after being
        deposited in the United States mail, postage prepaid, if mailed, and
        (iv) when receipt is acknowledged, if sent by facsimile transmission.

                       b. If any right, preference or limitation of the Series A
        Preferred set forth herein is invalid, unlawful or incapable of being
        enforced by reason of any rule or law or public policy, all other
        rights, preferences and limitations set forth herein that can be given
        effect without the invalid, unlawful or unenforceable right, preference
        or limitation herein set forth shall be deemed dependant upon any other
        such right, preference or limitation unless otherwise expressed herein.


                                       11



        5. The name of the sole incorporator is Peggy Wang and her mailing
address is c/o Kaye, Scholer, Fierman, Hays & Handler, LLP, 425 Park Avenue, New
York, New York 10022.

        6. The Board shall have the power to make, alter or repeal the by-laws
of the Corporation.

        7. The election of the Board need not be by written ballot.

        8. The Corporation shall indemnify to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law, as amended, from time to
time, each person who is or was a director or officer of the Corporation, and
the heirs, executors and administrators of each such person.

        9. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director for
any act or omission occurring subsequent to the date when this provision becomes
effective, except that a director may be liable (i) for any breach of such
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) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which such director derived an
improper personal benefit.

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

        11. The Corporation has not received any payment for any of its stock.


                                       12





        IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate
of Incorporation to be executed by its President and attested by its Secretary
thereunto duly authorized, who acknowledge and affirm under penalties of perjury
that this certificate is the act and deed of the Corporation and that the facts
stated herein are true this 30th day of November, 1999.

                               DEAN & DELUCA, INC.


                                             By:    /s/ Dane J. Neller
                                                     ---------------------
                                                     Name:  Dane J. Neller
                                                     Title: President

ATTEST:

/s/ Emil Grosso
--------------------------
Name:   Emil Grosso
Title:  Secretary


                                       13






 TYPE:  EX-3.3
 SEQUENCE:  3
 DESCRIPTION:  EXHIBIT 3.3





                                                                     Exhibit 3.3
                                     BY-LAWS

                                       OF

                               DEAN & DELUCA, INC.


1.       MEETINGS OF STOCKHOLDERS.

         1.1 ANNUAL MEETING. The annual meeting of stockholders shall be held on
the first day of July in each year, or as soon thereafter as practicable, and
shall be held at a place and time determined by the board of directors (the
'BOARD').

         1.2 SPECIAL MEETINGS. Special meetings of the stockholders may be
called by resolution of the Board or by the president and shall be called by the
president or secretary upon the written request (stating the purpose or purposes
of the meeting) of a majority of the directors then in office or of the holders
of 51% of the outstanding shares entitled to vote. Only business related to the
purposes set forth in the notice of the meeting may be transacted at a special
meeting.

         1.3 PLACE AND TIME OF MEETINGS. Meetings of the stockholders may be
held in or outside Delaware at the place and time specified by the Board or the
directors or stockholders requesting the meeting.

         1.4 NOTICE OF MEETINGS; WAIVER OF NOTICE. Written notice of each
meeting of stockholders shall be given to each stockholder entitled to vote at
the meeting, except that (a) it shall not be necessary to give notice to any
stockholder who submits a signed waiver of notice before or after the meeting,
and (b) no notice of an adjourned meeting need be given except when required
under Section 1.5 of these by-laws or by law. Each notice of a meeting shall be
given, personally or by mail, not less than 10 nor more than 60 days before the
meeting and shall state the time and place of the meeting, and unless it is the
annual meeting, shall state at whose direction or request the meeting is called
and the purposes for which it is called. If mailed, notice shall be considered
given when mailed to a stockholder at his address on the corporation's records.
The attendance of any stockholder at a meeting, without protesting at the
beginning of the meeting that the meeting is not lawfully called or convened,
shall constitute a waiver of notice by him.

         1.5 QUORUM. At any meeting of stockholders, the presence in person or
by proxy of the holders of a majority of the shares entitled to vote shall
constitute a quorum for the transaction of any business. In the absence of a
quorum, a majority in voting interest of those present or, if no stockholders
are present, any officer entitled to preside at or to act as secretary of the
meeting, may adjourn the meeting until a quorum is present. At any adjourned
meeting at which a quorum is present, any action may be taken which might have
been taken at the meeting as originally called. No notice of an adjourned
meeting need be given if the time and place are announced at the meeting at
which the adjournment is taken except that, 


                                        1



if adjournment is for more than thirty days or if, after the adjournment, a new
record date is fixed for the meeting, notice of the adjourned meeting shall be
given pursuant to Section 1.4.

         1.6 VOTING; PROXIES. Each stockholder of record shall be entitled to
one vote for every share registered in his name. Corporate action to be taken by
stockholder vote, including the election of directors, shall be authorized by a
majority of the votes cast at a meeting of stockholders, except as otherwise
provided by law or by Section 1.8 of these by-laws. Voting need not be by ballot
unless requested by a stockholder at the meeting or ordered by the chairman of
the meeting. Each stockholder entitled to vote at any meeting of stockholders or
to express consent to or dissent from corporate action in writing without a
meeting may authorize another person to act for him by proxy. Every proxy must
be signed by the stockholder or his attorney-in-fact. No proxy shall be valid
after three years from its date unless it provides otherwise.

         1.7 LIST OF STOCKHOLDERS. Not less than 10 days prior to the date of
any meeting of stockholders, the secretary of the corporation shall prepare a
complete list of stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in his name. For a period of not less than 10 days prior to
the meeting, the list shall be available during ordinary business hours for
inspection by any stockholder for any purpose germane to the meeting. During
this period, the list shall be kept either (a) at a place within the city where
the meeting is to be held, if that place shall have been specified in the notice
of the meeting, or (b) if not so specified, at the place where the meeting is to
be held. The list shall also be available for inspection by stockholders at the
time and place of the meeting.

         1.8 ACTION BY CONSENT WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voting. Prompt notice of the taking of any such
action shall be given to those stockholders who did not consent in writing.

2.       BOARD OF DIRECTORS.

         2.1 NUMBER, QUALIFICATION, ELECTION AND TERM OF DIRECTORS. The business
of the corporation shall be managed by the Board, which shall consist initially
of one director. The number of directors may be changed by resolution of a
majority of the entire Board or by the stockholders, but no decrease may shorten
the term of any incumbent director. Directors shall be elected at each annual
meeting of stockholders by a majority of the votes cast and shall hold office
until the next annual meeting of stockholders and until the election and
qualification of their respective successors, subject to the provisions of
Section 2.9. As used in these by-laws, the term 'entire Board' means the total
number of directors which the corporation would have if there were no vacancies
on the Board.


                                       2



         2.2 QUORUM AND MANNER OF ACTING. One director shall constitute a quorum
for the transaction of business at any meeting, except as provided in Section
2.10 of these by-laws; provided, however, that if the number of directors shall
be increased, the number of directors necessary to constitute a quorum shall be
similarly increased. Action of the Board shall be authorized by the vote of one
director, unless otherwise provided by law or these by-laws. In the absence of a
quorum, a majority of the directors present may adjourn any meeting from time to
time until a quorum is present.

         2.3 PLACE OF MEETINGS. Meetings of the Board may be held in or outside
Delaware.

         2.4 ANNUAL AND REGULAR MEETINGS. Annual meetings of the Board, for the
election of officers and consideration of other matters, shall be held either
(a) without notice immediately after the annual meeting of stockholders and at
the same place, or (b) as soon as practicable after the annual meeting of
stockholders, on notice as provided in Section 2.6 of these by-laws. Regular
meetings of the Board may be held without notice at such times and places as the
Board determines. If the day fixed for a regular meeting is a legal holiday, the
meeting shall be held on the next business day.

         2.5 SPECIAL MEETINGS. Special meetings of the Board may be called by
the president or by the director. Only business related to the purposes set
forth in the notice of meeting may be transacted at a special meeting.

         2.6 NOTICE OF MEETINGS; WAIVER OF NOTICE. Notice of the time and place
of each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be given to each director by mailing it to him at his residence or usual
place of business at least three days before the meeting, or by delivering or
telephoning or telegraphing it to him at least two days before the meeting.
Notice of a special meeting shall also state the purpose or purposes for which
the meeting is called. Notice need not be given to any director who submits a
signed waiver of notice before or after the meeting or who attends the meeting
without protesting at the beginning of the meeting the transaction of any
business because the meeting was not lawfully called or convened. Notice of any
adjourned meeting need not be given, other than by announcement at the meeting
at which the adjournment is taken.

         2.7 BOARD OR COMMITTEE ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the Board or by any committee of the Board may be taken
without a meeting if all of the members of the Board or of the committee consent
in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents by the members of the Board or the committee
shall be filed with the minutes of the proceeding of the Board or of the
committee.

         2.8 PARTICIPATION IN BOARD OR COMMITTEE MEETINGS BY CONFERENCE
TELEPHONE. Any or all members of the Board or of any committee of the Board may
participate in a meeting of the Board or of the committee by means of a
conference telephone or similar communications equipment allowing all

                                        3




persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at the meeting.

         2.9 RESIGNATION AND REMOVAL OF DIRECTORS. Any director may resign at
any time by delivering his resignation in writing to the president or secretary
of the corporation, to take effect at the time specified in the resignation; the
acceptance of a resignation, unless required by its terms, shall not be
necessary to make it effective. Any or all of the directors may be removed at
any time, either with or without cause, by vote of the stockholders.

         2.10 VACANCIES. Any vacancy in the Board, including one created by an
increase in the number of directors, may be filled for the unexpired term by a
majority vote of the remaining directors, though less than a quorum.

         2.11 COMPENSATION. Directors shall receive such compensation as the
Board determines, together with reimbursement of their reasonable expenses in
connection with the performance of their duties. A director may also be paid for
serving the corporation, its affiliates or subsidiaries in other capacities.

3.       COMMITTEES.

         3.1 EXECUTIVE COMMITTEE. The Board, by resolution adopted by a majority
of the entire Board, may designate an Executive Committee of one or more
directors which shall have all the powers and authority of the Board, except as
otherwise provided in the resolution, Section 141(c) of the Delaware General
Corporation Law, or any other applicable law. The members of the Executive
Committee shall serve at the pleasure of the Board. All action of the Executive
Committee shall be reported to the Board at its next meeting.

         3.2 OTHER COMMITTEES. The Board, by resolution adopted by a majority of
the entire Board, may designate other committees of directors of one or more
directors, which shall serve at the Board's pleasure and have such powers and
duties as the Board determines.

         3.3 RULES APPLICABLE TO COMMITTEES. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members present at
a meeting of the committee and not disqualified, whether or not a quorum, may
unanimously appoint another director to act at the meeting in place of the
absent or disqualified member. All action of a committee shall be reported to
the Board at its next meeting. Each committee shall adopt rules of procedure and
shall meet as provided by those rules or by resolutions of the Board.

                                        4



4.       OFFICERS.

         4.1 NUMBER; SECURITY. The executive officers of the corporation shall
be the president, one or more vice presidents (including an executive vice
president, if the Board so determines), a secretary and a treasurer. Any two or
more offices may be held by the same person .

         4.2 ELECTION; TERM OF OFFICE. The executive officers of the corporation
shall be elected annually by the Board, and each such officer shall hold office
until the next annual meeting of the Board and until the election of his
successor, subject to the provisions of Section 4.4.

         4.3 SUBORDINATE OFFICERS. The Board may appoint subordinate officers
(including assistant secretaries and assistant treasurers), agents or employees,
each of whom shall hold office for such period and have such powers and duties
as the Board determines. The Board may delegate to any executive officer or to
any committee the power to appoint and define the powers and duties of any
subordinate officers, agents or employees.

         4.4 RESIGNATION AND REMOVAL OF OFFICERS. Any officer may resign at any
time by delivering his resignation in writing to the president or secretary of
the corporation, to take effect at the time specified in the resignation; the
acceptance of a resignation, unless required by its terms, shall not be
necessary to make it effective. Any officer appointed by the Board or appointed
by an executive officer or by a committee may be removed by the Board either
with or without cause, and in the case of an officer appointed by an executive
officer or by a committee, by the officer or committee who appointed him or by
the president.

         4.5 VACANCIES. A vacancy in any office may be filled for the unexpired
term in the manner prescribed in Sections 4.2 and 4.3 of these by-laws for
election or appointment to the office.

         4.6 THE PRESIDENT. The president shall be the chief executive officer
of the corporation and shall preside at all meetings of the Board and of the
stockholders. Subject to the control of the Board, he shall have general
supervision over the business of the corporation and shall have such other
powers and duties as presidents of corporations usually have or as the Board
assigns to him.

         4.7 VICE PRESIDENT. Each vice president shall have such powers and
duties as the Board or the president assigns to him.

         4.8 THE TREASURER. The treasurer shall be the chief financial officer
of the corporation and shall be in charge of the corporation's books and
accounts. Subject to the control of the Board, he shall have such other powers
and duties as the Board or the president assigns to him.

         4.9 THE SECRETARY. The secretary shall be the secretary of, and keep
the minutes of, all meetings of the Board and of the stockholders, shall be
responsible for giving notice of all meetings of stockholders and of the Board,
and shall keep the seal and, when authorized by the Board, apply it to any
instrument requiring it. Subject to the control of the Board, he shall have such
powers and duties as the 

                                        5




Board or the president assigns to him. In the absence of the secretary from any
meeting, the minutes shall be kept by the person appointed for that purpose by
the presiding officer.


         4.10 SALARIES. The Board may fix the officers' salaries, if any, or it
may authorize the president to fix the salary of any other officer.

5.       SHARES.

         5.1 CERTIFICATES. The corporation's shares shall be represented by
certificates in the form approved by the Board. Each certificate shall be signed
by the president or a vice president and by the secretary or an assistant
secretary, or the treasurer or an assistant treasurer, and shall be sealed with
the corporation's seal or a facsimile of the seal. Any or all of the signatures
on the certificate may be a facsimile.

         5.2 TRANSFERS. Shares shall be transferable only on the corporation's
books, upon surrender of the certificate for the shares, properly endorsed. The
Board may require satisfactory surety before issuing a new certificate to
replace a certificate claimed to have been lost or destroyed.

         5.3 DETERMINATION OF STOCKHOLDERS OF RECORD. The Board may fix, in
advance, a date as the record date for the determination of stockholders
entitled to notice of or to vote at any meeting of the stockholders, or to
express consent to or dissent from any proposal without a meeting, or to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action. The record date may not be more than 60 or less than 10 days
before the date of the meeting or more than 60 days before any other action.

6.       MISCELLANEOUS.

         6.1 SEAL. The Board shall adopt a corporate seal, which shall be in the
form of a circle and shall bear the corporation's name and the year and state in
which it was incorporated.

         6.2 INDEMNIFICATION. The corporation shall indemnify each director,
officer, employee or agent of the corporation to the extent permitted under the
General Corporation Law of the State of Delaware.

         6.3 FISCAL YEAR. The Board may determine the corporation's fiscal year.
Until changed by the Board, the corporation's fiscal year shall end on the last
Sunday of the month of February.

         6.4 VOTING OF SHARES IN OTHER CORPORATIONS. Shares in other
corporations which are held by the corporation may be represented and voted by
the president or a vice president of this corporation or by proxy or proxies
appointed by one of them. The Board may, however, appoint some other person to
vote the shares.


                                        6



         6.5 AMENDMENTS. By-laws may be amended, repealed or adopted by the
stockholders or by a majority of the entire Board, but any by-law adopted by the
Board may be amended or repealed by the stockholders.

                                        7