INCORPORATED IN NEW JERSEY
 
 
 
 
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                     RESTATED CERTIFICATE OF INCORPORATION
 
 
 
 
 
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    As Restated December 1, 1980, and as amended through February 24, 1997
 
 
 
 
 
 
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<PAGE>
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              CAMPBELL SOUP COMPANY
 
      FIRST. The name of the corporation is:
 
                              CAMPBELL SOUP COMPANY
 
      SECOND. The address of the corporation's registered office is Campbell
Place, Camden, New Jersey 08101. The name of the corporation's registered agent
at such address, upon whom process against the corporation may be served, is
John J. Furey.
 
      THIRD. The purposes for which the corporation is organized are to engage
in any or all activities within the purposes for which corporations now or at
any time hereafter may be organized under the New Jersey Business Corporation
Act and under all amendments and supplements thereto, or any revision thereof or
any statute enacted to take the place thereof, including but not limited to the
following:
 
            (1) To do all kinds of agricultural, communications, construction,
farming, food, mining, manufacturing, marketing, publishing, sales, service,
trading, transportation and warehousing business; and to acquire, use, sell and
grant licenses with respect to copyrights, trademarks, patents and other
intellectual property.
 
            (2) To engage in any activities encompassed within this Article
Third directly or through or with one or more subsidiaries, general or limited
partnerships, joint ventures, other incorporated or unincorporated associations
or entities, or individuals and to take any and all acts deemed appropriate to
promote the interests thereof; and
 
            (3) To exercise as a purpose or purposes each power granted to
corporations by the New Jersey Business Corporation Act or by any amendment or
supplement thereto or by any statute enacted to take the place thereof, insofar
as such powers authorize or may hereafter authorize corporations to engage in
activities.
 
      FOURTH. The aggregate number of shares which the corporation has authority
to issue is 600,000,000, consisting of 560,000,000 shares of Capital Stock,
$0.0375 par value, and 40,000,000 shares of Preferred Stock issuable in one or
more classes and series of any class. The shares of Preferred Stock of each
class shall be without par value unless the amendment creating the class
provides for a par value.
 
      The designations, relative voting, dividend, liquidation and other rights,
preferences and limitations of the Preferred Stock and Capital Stock of the
corporation, and the authority of the
 
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<PAGE>
board of directors to divide the shares of the Preferred Stock in to classes or
series and to determine and change the relative rights, preferences and
limitations of any such class or series are as follows:
 
A.    PREFERRED STOCK
 
      (1) The board of directors is expressly authorized to adopt and to cause
to be executed and filed, without further approval of the stockholders, an
amendment or amendments to this Restated Certificate of Incorporation to divide
any unissued shares of Preferred Stock into one or more classes and into series
within any class or classes of Preferred Stock, to authorize the issuance of
such shares for such consideration (not less than par value in the case of
shares having a par value) as the board of directors may determine, and to
determine in any one or more respects from time to time before issuance of such
unissued shares;
 
            (a) the distinctive designation of such class or series and the
number of shares to constitute such class or series and whether shares of such
class are to have a par value and the par value of any shares which are to have
a par value, provided that, unless otherwise stated in any such resolution or
resolutions, such number of shares may be increased or decreased by the board of
directors;
 
            (b) the annual dividend rate on the shares of such class or series
and the date or dates from which dividends shall accumulate thereon as herein
provided;
 
            (c) the times of redemption of the shares of such class or series
and the prices which the holders of shares of such class or series shall be
entitled to receive upon the redemption thereof, which prices may vary at
different redemption dates and may also be different with respect to shares
redeemed through the operation of any retirement or sinking fund than with
respect to shares otherwise redeemed;
 
            (d) the amount which the holders of shares of such class or series
shall be entitled to receive upon the voluntary or involuntary liquidation,
dissolution, or winding up of the corporation;
 
            (e) whether or not the shares of such class or series shall be
subject to the operation of a purchase or sinking fund, and, if so, the extent
to and manner in which the fund shall be applied to the purchase or redemption
of the shares of such class or series for retirement or for other corporate
purposes and the terms and provisions relative to the operation thereof;
 
            (f) whether or not the shares of such class or series shall, at the
option of the holder or the corporation or both, be convertible into, or
exchangeable for shares of stock of any other class or series, and if so
convertible or exchangeable, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the same; and
 
            (g) such other preferences, rights, restrictions and qualifications
as shall not be inconsistent herewith and as are permitted by the New Jersey
Business Corporation Act.
 
 
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      (2) The board of directors is expressly authorized to determine voting
rights for the holders of the shares of any class or series of Preferred Stock,
provided that the voting rights shall be limited to any or all of the following:
 
            (a) the right to elect, voting as a class, a maximum of two
directors upon default of the equivalent of six quarterly dividends, whether or
not the defaulted dividends occurred in consecutive periods, and such right will
remain in effect until cumulative dividends have been paid in full or until
non-cumulative dividends have been paid regularly for at least one year;
 
            (b) the right to approve, by at least a majority of the outstanding
shares of the class or classes of Preferred Stock affected, any increase in the
authorized number of shares of such class or classes or the creation of a class
of equal rank;
 
            (c) the right to approve, by at least two-thirds of the outstanding
shares of Preferred Stock, the creation of a senior equity security, provided
that the board of directors may create a senior equity security without such
stockholder vote if (i) stockholders authorized such action by the board of
directors at the time the existing class of Preferred Stock was created or (ii)
the holders of shares of the existing class of Preferred Stock previously
received adequate notice of the redemption thereof, which redemption must occur
within 90 days, unless all or part of the existing issue is being retired with
proceeds from the sale of the new senior equity security; and
 
            (d) the right to approve, by at least two-thirds of the outstanding
shares of the class of Preferred Stock affected, the adoption of any amendment
to the Restated Certificate of Incorporation or the by-laws that would
materially change existing terms of such class of Preferred Stock, provided that
if all series of a class of Preferred Stock are not equally affected by such
amendment, then such amendment shall receive the approval of two-thirds of the
outstanding shares of the class and, in addition, two-thirds of the outstanding
shares of the series that will have a diminished status.
 
      (3) The board of directors may also change the designation or number of
shares or the relative rights, preferences and limitations of any of the shares
of any theretofore established class or series of the Preferred Stock no shares
of which class or series have been issued.
 
B.    CAPITAL STOCK
 
      (1) Each holder of Capital Stock of the corporation from time to time
issued and outstanding shall be entitled to vote and shall have one vote for
each share of Capital Stock standing in the holder's name on the books of the
corporation, except with respect to matters as to which the holders of the
Preferred Stock or any class or series thereof shall be entitled to vote
separately as a single class as authorized in Section A of this Article FOURTH
or as may be required by law.
 
      (2) Subject to the provisions of Section A of this Article FOURTH, the
board of directors in its discretion may, from the assets of the corporation
legally available for the payment
 
 
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<PAGE>
of dividends and at such times and in such manner as determined by the board of
directors, declare and pay, whether in cash, property, stock or otherwise,
dividends on the Capital Stock of the corporation.
 
      (3) In the event of any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, subject to the preferential or
other rights of the holders of the Preferred Stock pursuant to Section A of this
Article FOURTH, the holders of the Capital Stock shall be entitled to receive
ratably any and all assets remaining to be paid or distributed.
 
C.    ALL SHARES
 
      No holder of shares of any class or series of stock of the corporation
shall be entitled as such, as a matter of right, to subscribe for or purchase
any unissued or treasury shares of any class or series of stock, or any option
rights, or securities convertible into, exchangeable for or warrants to
subscribe to, stock, of any class or series whatsoever, whether now or hereafter
authorized and whether issued for cash or other consideration or by way of
dividend.
 
      A stockholder may not cumulate his or her votes in an election for
directors.
 
      FIFTH. The number of directors of the corporation as of November 21, 1980,
is sixteen and their names and business office addresses are:
 
<TABLE>
<S>                                 <C>
      Robert A. Beck                The Prudential Insurance Company
                                      of America
                                    Prudential Plaza
                                    Newark, New Jersey 07101
 
      James H. Binns                Armstrong World Industries, Inc.
                                    Liberty and Charlotte Streets
                                    Lancaster, Pennsylvania 17604
 
      William S. Cashel, Jr.        American Telephone and Telegraph Company
                                    195 Broadway
                                    New York, New York 10007
 
      John T. Dorrance, Jr.         Campbell Place
                                    Camden, New Jersey 08101
 
      Henry W. Gadsden              30 Lake Road
                                    Short Hills, New Jersey 07078
 
      Belton K. Johnson             300 Main Plaza Bldg.
                                    114 West Commerce
</TABLE>
 
 
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<PAGE>
<TABLE>
<S>                                 <C>
                                    San Antonio, Texas 78205
 
      J. M. Lindley                 Campbell Place
                                    Camden, New Jersey 08101
 
      Claudine B. Malone            Harvard University
                                    Graduate School of Business
                                      Administration
                                    Soldiers Field
                                    Boston, Massachusetts 02163
 
      R. G. McGovern                Campbell Place
                                    Camden, New Jersey 08101
 
      William Piel, Jr.             Sullivan & Cromwell
                                    125 Broad Street
                                    New York, New York 10004
 
      Harold A. Shaub               Campbell Place
                                    Camden, New Jersey 08101
 
      Lewis H. Van Dusen, Jr.       Drinker Biddle & Reath
                                    1100 Philadelphia National Bank
                                      Building
                                    Broad and Chestnut Streets
                                    Philadelphia, Pennsylvania 19107
 
      Robert J. Vlasic              Vlasic Foods, Inc.
                                    710 North Woodward
                                    Bloomfield Hills, Michigan 48013
 
      J. Page R. Wadsworth          P.O. Box 211
                                    Commerce Court Postal Station
                                    Toronto, Canada M5L 1E8
 
      A. M. Williams                Campbell Place
                                    Camden, New Jersey 08101
 
      Sterling Wortman              The Rockefeller Foundation
                                    1133 Avenue of the Americas
                                    New York, New York 10036
</TABLE>
 
      SIXTH. The number of directors at any time may be increased or decreased
by vote of the board of directors, and in case of any such increase the board of
directors shall have power to elect
 
 
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<PAGE>
each such additional director to hold office until the next succeeding annual
meeting of stockholders and until his or her successor shall have been elected
and qualified.
 
      The board of directors, by the affirmative vote of two-thirds of the
directors in office, may remove a director or directors for cause where, in the
judgment of such majority, the continuation of the director or directors in
office would be harmful to the interests of the corporation and may suspend the
director or directors for a reasonable period pending final determination of
whether cause exists for such removal.
 
      SEVENTH. The following action may be taken by the affirmative vote of
two-thirds of the votes cast by the holders of all of the corporation's
outstanding shares of stock entitled to vote thereon, and, in addition, if any
class or series is entitled to vote thereon as a class, the affirmative vote of
two-thirds of all of the votes which the holders of each such class or series
are entitled to cast thereon:
 
            (1) the adoption by the stockholders of a proposed amendment of this
Restated Certificate of Incorporation of the corporation;
 
            (2) the adoption by the stockholders of a proposed plan of merger or
consolidation involving the corporation;
 
            (3) the approval by the stockholders of a sale, lease, exchange, or
other disposition of all, or substantially all, the assets of the corporation
otherwise than in the usual and regular course of business as conducted by the
corporation; and
 
            (4) dissolution.
 
      EIGHTH. Except as otherwise provided by statute or by this Restated
Certificate of Incorporation or the by-laws of the corporation as in each case
the same may be amended from time to time, all corporate powers may be exercised
by the board of directors. Without limiting the foregoing, the board of
directors shall have the power, without stockholder action except where required
by New Jersey law:
 
            (1) to amend the by-laws of the corporation;
 
            (2) to authorize the corporation to issue for cash or property
shares of any class or series of its stock, now or hereafter authorized but
unissued or held in the treasury; and
 
            (3) to authorize the borrowing of money, the issuance of bonds,
debentures, notes and other obligations or evidences of indebtedness of the
corporation, secured or unsecured, and the inclusion of provisions as to
redeemability and convertibility into shares of any class or series of stock of
the corporation or otherwise, and, as security for money borrowed or bonds,
debentures, notes and other obligations or evidences of indebtedness issued by
the corporation, the
 
 
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<PAGE>
mortgaging or pledging of any property, real, personal, or mixed, then owned or
thereafter acquired by the corporation.
 
      NINTH.  The duration of the corporation is perpetual.
 
      TENTH. The effective date of this Restated Certificate of Incorporation
shall be December 1, 1980.
 
      ELEVENTH. To the full extent from time to time permitted by law, no
director or officer of the corporation shall be personally liable to the
corporation or its stockholders for damages for breach of any duty owed to the
corporation or its stockholders. Neither the amendment or repeal of this Article
ELEVENTH, nor the adoption of any provision of this Restated Certificate of
Incorporation inconsistent with this Article ELEVENTH, shall eliminate, reduce
or have any effect on the protection afforded by this Article ELEVENTH to a
director or an officer of the corporation in respect of any matter occurring, or
any cause of action, suit or claim that but for this Article ELEVENTH would
accrue or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
 
 
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