Exhibit 3.3

                                   RESTATED

                         CERTIFICATE OF INCORPORATION

                                      OF

                    VOLUME SERVICES AMERICA HOLDINGS, INC.


         VOLUME SERVICES AMERICA HOLDINGS, INC, a Delaware corporation (the
"Corporation"), hereby certifies as follows:

         Pursuant to the provisions of Section 245 of the General Corporation
Law of the State of Delaware, the stockholders of the Corporation have duly
adopted the following Restated Certificate of Incorporation. The Corporation
was originally incorporated under the name "VSI Acquisition II Corporation"
and filed its original Certificate of Incorporation with the Secretary of
State of Delaware on November 21, 1995. The Corporation filed Certificates of
Amendment with the Secretary of State of Delaware on December 20, 1995, April
1, 1997, April 24, 1997 and October 16, 1998. The following constitutes only a
restatement and not an amendment of the Corporation's Certificate of
Incorporation.

                  FIRST:   The name of the Corporation is Volume Services
America Holdings, Inc.

                  SECOND:  The registered office and registered agent of the
Corporation is The Corporation Trust Company, 1209 Orange Street, Wilmington,
New Castle County, Delaware 19801.

                  THIRD:   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.

                  FOURTH:  The total number of shares of stock that the
Corporation is authorized to issue is 1,000 shares of Common Stock, par value
$0.01 each.

                  FIFTH:   The name and address of the incorporator is Jay A.
Shiland, 425 Lexington Avenue, New York City, New York 10017-3954.

                  SIXTH:   The Board of Directors of the Corporation, acting
by majority vote, may alter, amend or repeal the By-Laws of the Corporation.

                  SEVENTH: Except as otherwise provided by the Delaware
General Corporation Law as the same exists or may hereafter be amended, no
director of the Corporation shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Any repeal or modification of this Article SEVENTH 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.



                                                                             2

                  IN WITNESS WHEREOF, the undersigned has signed this Restated
Certificate of Incorporation on October 21, 1998.


                                             /s/ Janet L. Steinmayer
                                       ---------------------------------
                                       Name:  Janet L. Steinmayer
                                       Title:   General Counsel