Filed with the Department of State on June 7, 2000
 
 
                       RESTATED ARTICLES OF INCORPORATION
 
                                       OF
 
                        HEALTHCARE SERVICES GROUP, INC.
 
================================================================================
 
1. The name of the corporation is:
 
   HEALTHCARE SERVICES GROUP, INC.
 
2. The location and post office address of the registered office of the
corporation is the Commonwealth is:
 
   2643 Huntington Pike, Huntington Valley, Pennsylvania 19006, Attn: Richard
   Hudson.
 
3. The corporation is incorporated under the Business Corporation Law of the
Commonwealth of Pennsylvania for the following purpose or purposes:
 
   The Corporation shall have unlimited power to engage in and to do any lawful
   act concerning any or all lawful acts of business for which corporations may
   be incorporated under the Pennsylvania Business Corporation Law of 1933, as
   awarded.
 
4. The term for which the corporation is to exist is: perpetual
 
5. The aggregate number of shares which the corporation shall have authority to
issue is:
 
   The aggregate number of share of capital stock which the Corporation shall
   have authority to issue is 30,000,000 shares of common stock with a par value
   of $.01 per share.
 
6. The names(s) and post office address(es) of each incorporator(s) and the
number and class of shares subscribed by such incorporator(s) is (are):
 
 
<PAGE>
 
                                                      NUMBER AND CLASS
NAME                            ADDRESS               OF SHARES
----                            -------               ----------------
 
Thomas J. Stevens, Jr.      320 W. Street Road        One (1) share of Common
                            Warminster, PA 18974      Stock
 
 
7. The holders of shares of the Corporation's outstanding Common Stock, $.01
par value, shall be denied cumulative voting rights with respect to the shares
of the Common Stock held by them but shall be entitled to one vote per share as
to any and all matters brought or required to be brought for a vote by the
Corporation's shareholders.