EXHIBIT 3.3

                          CERTIFICATE OF INCORPORATION

                                58 WW FOOD CORP.

Under Section 402 of the Business Corporation Law.

      The undersigned, for the purpose of forming a corporation pursuant to
Section 402 of the Business Corporation Law of the State of New York does hereby
certify and set forth:

      FIRST: The name of the corporation is 58 WW FOOD CORP.

      SECOND: The purposes for which the corporation is formed, are:

      To manufacture, produce, treat, purchase, and otherwise acquire, cook,
bake, and otherwise prepare, package, and to exchange, distribute, sell and
otherwise dispose of, handle, market, store, import, export, deal and trade in
food and food products of every kind, and confections, extracts, syrups, coffee,
tea, cocoa, wines, liquors, ale, beer, sodas and other drinks and beverages of
every kind and description, ice cubes, crushed and block ice, cigars,
cigarettes, tobacco and smoking supplies.

      To conduct the business of restauranteurs, caterers, inn keepers,
tobacconists, bakers, butchers, cooks, concessionaires, and purveyors,
suppliers, preparers, servers, and dispensers of food and drink; and to engage
in all activities, render all services, and to buy, sell, use, handle, and deal
in all fixtures, machinery, apparatus, equipment, accessories, tools, materials,
products and merchandise incidental or related thereto, or of use therein.

      To erect, construct, establish, purchase, lease and otherwise acquire, and
to hold, use, equip, outfit, franchise the operation of, supply, service,
maintain, operate, sell and otherwise dispose of restaurants, inns, taverns,
cafeterias, grills, automats, buffets, diners, delicatessens, lunch rooms,
coffee shops, luncheonettes, ice cream parlors, milk bars, candy stores, soda
fountains, bakeries, kitchens, bars, cocktail lounges, banquet halls, catering
establishments, concessions and other eating and drinking places and
establishments of every kind and description.

      To acquire by purchase, subscription underwriting or otherwise, and to
own, hold for investment, or otherwise, and to use, sell, assign, transfer,
mortgage, pledge, exchange, or otherwise dispose of real and personal property
of every sort and description and wheresoever situated, including shares of
stock, bonds, debentures, notes, scrip, securities, evidences of

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indebtedness, contracts or obligations of any corporation or association,
whether domestic or foreign, or of any firm or individual or of the United
States or any state, territory or dependency of the United States or any foreign
country, or any municipality or local authority within or without the United
States, and also to issue in exchange therefor, stocks, bonds or other
securities or evidences of indebtedness of this corporation and, while the owner
or holder of any such property to receive, collect and dispose of the interest,
dividends and income on or from such property and to possess and exercise in
respect thereto all of the rights, powers and privileges of ownership, including
all voting powers thereon.

      To construct, build, purchase, lease or otherwise acquire, equip, hold,
own, improve, develop, manage, maintain, control, operate, lease, mortgage,
create liens upon, sell, convey or otherwise dispose of and turn to account, any
and all plants, machinery, works, implements and things or property, real and
personal, of every kind and description, incidental to, connected with, or
suitable, necessary or convenient for any of the purposes enumerated herein,
including all or any part of parts of the properties, assets, business and good
will of any persons, firms, associations or corporations.

      The powers, rights and privileges provided in this certificate are not to
be deemed to be in limitation of similar, other or additional powers, rights and
privileges granted or permitted to a corporation by Business Corporation Law, it
being intended that this corporation shall have all the rights, powers and
privileges granted or permitted to corporation by such statute.

      THIRD: The office of the corporation is to be located in the City of New
York, County of New York, State of New York.

      FOURTH: The aggregate number of share which the corporation shall have the
authority to issue is Two Hundred (200), all of which shall be without par
value.

      FIFTH: The Secretary of State is designated as agent of the corporation
upon whom process against it may be served. The post office address to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is:

                        Michael P. Cozzoli
                        Hoffstat Lane
                        Sands Point
                        Port Washington, New York 11050

      SIXTH: The fiscal year of this corporation shall terminate on March 31.

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      IN WITNESS WHEREOF, this certificate has been subscribed to this 7th day
of April, 1977 by the undersigned, who affirms that the statements made herein
are true under the penalties of perjury.

                                 /s/ Gerald Weinberg
                                 GERALD WEINBERG
                                 90 State Street
                                 Albany, New York