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                                                                     EXHIBIT 3.1

 
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                             BALANCE BAR COMPANY,
                            A DELAWARE CORPORATION

                    (PURSUANT TO SECTIONS 228, 242 AND 245
                   OF THE DELAWARE GENERAL CORPORATION LAW)

     BALANCE BAR COMPANY, a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "General Corporation Law") does
hereby certify:

     FIRST: That the corporation was originally incorporated as Bio-Engineered
Foods, Inc. on February 14, 1992 pursuant to the General Corporation Law.

     SECOND: That the Board of Directors duly adopted resolutions proposing to
amend and restate the Certificate of Incorporation of the corporation, declaring
such amendment and restatement to be advisable and in the best interests of the
corporation and its stockholders, and authorizing the appropriate officers of
this corporation to solicit the consent of the stockholders therefor, which
resolution setting forth the proposed amendment and restatement is as follows:

     "RESOLVED: That the Certificate of Incorporation of this corporation be
amended and restated in its entirety as follows:

                                 ARTICLE I

     The name of the corporation is BALANCE BAR COMPANY (the "Corporation").

                                 ARTICLE II

     The address of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.

                                 ARTICLE III

     The nature of the business or purposes to be conducted or promoted is to
conduct any lawful business, to promote any lawful purpose, and to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
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                                 ARTICLE IV

     The Corporation is authorized to issue two classes of stock to be
designated common stock ("Common Stock") and preferred stock ("Preferred
Stock"). The number of shares of Common Stock authorized to be issued is
24,000,000, par value $0.01 per share, and the number of shares of Preferred
Stock authorized to be issued is 12,000,000, par value $0.01 per share.  Upon
the amendment of this Article IV, to read as herein set forth, each outstanding
share of Common Stock is split and converted into six (6) shares of Common Stock
and each outstanding share of Preferred Stock is split and converted into six
(6) shares of Series A Convertible Preferred Stock (as designated below).

     The Preferred Stock may be issued from time to time in one or more series,
without further stockholder approval. The Board of Directors is hereby
authorized, in the resolution or resolutions adopted by the Board of Directors
providing for the issue of any wholly unissued series of Preferred Stock, within
the limitations and restrictions stated in this Amended and Restated Certificate
of Incorporation (the "Restated Certificate"), to fix or alter the dividend
rights, dividend rate, conversion rights, voting rights, rights and terms of
redemption (including sinking fund provisions), the redemption price or prices,
and the liquidation preferences of any wholly unissued series of Preferred
Stock, and the number of shares constituting any such series and the designation
thereof, or any of them, and to increase or decrease the number of shares of any
series subsequent to the issue of shares of that series, but not below the
number of shares of such series then outstanding. In case the number of shares
of any series shall be so decreased, the shares constituting such decrease shall
resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.

              Designation of Series A Convertible Preferred Stock
              ---------------------------------------------------

          All shares of the Corporation's Preferred Stock outstanding on the
date of filing of this Restated Certificate are hereby redesignated as Balance
Bar Company Series A Convertible Preferred Stock ("Series A Convertible
Preferred Stock"). The number of shares constituting Series A Convertible
Preferred Stock, after the split set forth above, shall be 3,806,910. All shares
of Series A Convertible Preferred Stock will be identical and will entitle the
holders thereof to the same rights and privileges. The Series A Convertible
Preferred Stock shall have the designations, powers, preferences, rights,
qualifications, limitations or restrictions set forth below.


          1.  Dividends.  The holders of record of Series A Convertible
              ---------                                                
Preferred Stock shall be entitled to receive dividends, as and if declared by
the Board of Directors, out of any funds legally available for the purpose in
the same amount per share as may be declared by the Board of Directors on shares
of Common Stock. When, and as dividends or other distributions are declared,
whether payable in cash, in property or in shares of stock of the Corporation,
the holders of Series A Convertible 
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Preferred Stock shall be entitled to share equally, share for share, in such
dividends or other distributions.

          2.  Liquidation Rights.  In the event of any liquidation, dissolution
              ------------------                                               
or winding up of the Corporation, the holders of Series A Convertible Preferred
Stock shall be entitled to receive from the assets of the Corporation available
for distribution to stockholders payment in cash of $.3834 per share before any
amount shall be paid or set aside for, or any distribution of assets shall be
made to, the holders of Common Stock or other stock of the Corporation ranking
junior to the Series A Convertible Preferred Stock with respect to liquidations.
If, upon such liquidation, dissolution or winding up, the amounts available for
distribution to the holders of Series A Convertible Preferred Stock shall be
insufficient to permit the payment in full to such holders of the preferential
amounts to which they are entitled, then such amounts shall be paid ratable
among the shares of Series A Convertible Preferred Stock in accordance with the
preferential amounts payable with respect thereto if paid in full.

              Neither a consolidation or merger of the Corporation with or into
any other corporation, nor a merger of any other corporation into the
Corporation, nor a reorganization of the Corporation, nor the purchase or
redemption of all or part of the outstanding shares of any class or classes of
the stock of the Corporation, nor a sale or transfer of all or any part of its
assets, shall be considered a liquidation, dissolution or winding up of the
Corporation within the meaning of this subparagraph 2.  Any corporation or other
entity that engages in any such consolidation, merger or reorganization with the
Corporation and that is the surviving entity after any such event shall, as a
condition to the Corporation's engaging in such event, be bound by the terms
hereof to the same extent as the Corporation if it were the surviving entity.

          3.  Conversion of Series A Convertible Preferred Stock.  Each record
              --------------------------------------------------              
holder of Series A Convertible Preferred Stock shall be entitled to convert, at
any time and from time to time, any or all of the shares of Series A Convertible
Preferred Stock held by such holder, into shares of Common Stock.  Each share of
Series A Convertible Preferred Stock may be converted into one (1) share of
Common Stock.

          4.  Voting Rights.  The holders of Series A Convertible Preferred
              -------------                                                
Stock shall have the same voting rights as holders of the Common Stock of the
Corporation.

          5.  Conversion Procedures
              ---------------------

              (a).  Each conversion of shares of Series A Convertible Preferred
Stock into Common Stock shall be accomplished by the surrender of the
certificate or certificates representing the shares of Series A Convertible
Preferred Stock to be converted (the "Converting Shares"), as the case may be,
at the principal office of the Corporation (or such other office or agency of
the Corporation as the Corporation may designate by written notice to the
holders of Series A Convertible Preferred Stock) at
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any time during its usual business hours, together with written notice by the
holder of such Converting Shares, (i) stating that such holder desires to
convert the Converting Shares, or a specified number of the shares represented
by such certificate or certificates, into the number of shares of Common Stock
specified in such notice (the "Converted Shares") and (ii) giving the name(s)
(with addresses) and denominations in which the certificate(s) evidencing the
Converted Shares shall be issued, and instructions for the delivery thereof.
Subject to any applicable transfer restrictions, upon receipt of such conversion
notice, together with the certificate(s) evidencing the Converting Shares, the
Corporation shall issue and deliver in accordance with such instructions the
certificate(s) evidencing the Converted Shares issuable upon such conversion and
a certificate (which shall contain such legends, if any, as were set forth on
the surrendered certificate(s)) representing any shares that were represented by
the certificate(s) surrendered to the Corporation in connection with such
conversion but that were not Converting Shares and, therefore, were not
converted. Such conversion, to the extent permitted by law, shall be deemed to
have been effected as of the close of business on the date of which such
certificate(s) shall have been received by the Corporation, and at such time the
rights of the holder of such Converting Shares as such holder shall cease, and
the person(s) in whose name or names any certificate(s) evidencing the Converted
Shares are to be issued upon such conversion shall be deemed to have become the
holder(s) of record of the Converted Shares.

          (b)  Upon the issuance of the Converted Shares in accordance with this
subparagraph 5, such shares shall be deemed to be duly authorized, validly
issued, fully paid and nonassessable.

          (c)  The Corporation will at all times reserve and keep available out
of its authorized but unissued shares of Common Stock solely for the purpose of
issue upon conversion of shares of Series A Convertible Preferred Stock such
number of shares of Common Stock as shall be issuable upon the conversion of all
outstanding shares of Series A Convertible Preferred Stock.

          (d)  Shares of Series A Convertible Preferred Stock that are converted
into shares of Common Stock may not be reissued as Series A Convertible
Preferred Stock, but shall be available for issuance in the event that the Board
of Directors designates any new series of Preferred Stock.

          (e)  The issuance of certificates evidencing Converted Shares shall be
made without charge to the holders of such shares for any issue tax in respect
thereof or other cost incurred by the Corporation in connection with such
conversion; provided, however, the Corporation shall not be required to pay any
tax that may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the holder of Converted
Shares.

          (f)  The Corporation shall issue fractional shares of Common Stock
upon any conversion of shares of Series A Convertible Preferred Stock, but the
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Corporation shall not issue any fractional shares of Common Stock other than
tenths and hundredths.  Upon the conversion of any shares of Series A
Convertible Preferred Stock into shares of Common Stock the Corporation shall
issue shares of Common Stock in an amount rounded to the nearest hundredth of a
share, and no consideration shall be paid with respect to the amount eliminated
as a result of such rounding.

                                 ARTICLE V

     Except as otherwise provided in this Restated Certificate, in furtherance
and not in limitation of the powers conferred by statute, the Board of Directors
is expressly authorized to make, repeal, alter, amend and rescind any or all of
the Bylaws of the Corporation.

                                 ARTICLE VI

     The number of directors of the Corporation shall be fixed from time to time
by a resolution duly adopted by the Board of Directors.

     The Board of Directors shall be and is divided into three classes, Class I,
Class II and Class III. Such classes shall be as nearly equal in number of
directors as possible. Each director shall serve for a term ending on the third
annual meeting following the annual meeting at which such director was elected;
provided, however, that the directors first elected to Class I shall serve for a
term ending on the annual meeting next following the end of fiscal year 1998,
the directors first elected to Class II shall serve for a term ending on the
second annual meeting next following the end of fiscal year 1999, and the
directors first elected to Class III shall serve for a term ending on the third
annual meeting next following the end of fiscal year 2000. The foregoing
notwithstanding, each director shall serve until his or her successor shall have
been duly elected and qualified, unless he or she shall resign, become
disqualified, disabled or shall otherwise be removed.

     At each annual election, directors chosen to succeed those whose terms then
expire shall be of the same class as the directors they succeed, unless by
reason of any intervening changes in the authorized number of directors, the
Board shall designate one or more directorships whose term then expires as
directorships of another class in order more nearly to  achieve equality of
number of directors among the classes.

     Notwithstanding the rule that the three classes shall be as nearly equal in
number of directors as possible, in the event of any change in the authorized
number of directors each director then continuing to serve as such shall
nevertheless continue as a director of the class of which he or she is a member
until the expiration of his or her current term, or his or her prior death,
resignation or removal. If any newly created directorship may, consistent with
the rule that the three classes shall be as nearly equal in number of directors
as possible, be allocated to either class, the Board shall allocate
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it to that of the available class whose term of office is due to expire at the
earliest date following such allocation.

                                  ARTICLE VII

     No stockholder entitled to vote at any election of directors shall have the
right to cumulate his or her votes.  Elections of directors need not be by
written ballot unless the Bylaws of the Corporation shall so provide.

                                 ARTICLE VIII

     Except as otherwise provided in this Restated Certificate, any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at an annual or special meeting of the stockholders of the Corporation,
and no action required to be taken or that may be taken at any annual or special
meeting of the stockholders of the Corporation may be taken without a meeting
except by the unanimous written consent of all stockholders entitled to vote on
such action, and the power of stockholders to consent in writing to the taking
of any action by less than unanimous consent of all such stockholders is
specifically denied.

                                  ARTICLE IX

     A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the 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 the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this Article IX to authorize corporate action
further eliminating or limiting the personal liability of directors then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law as so amended.

     Any repeal or modification of the foregoing provisions of this Article IX
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.

                                 ARTICLE X

     In addition to any vote of the holders of any class or series of the stock
of this Corporation required by law or by this Restated Certificate, the
affirmative vote of the holders of a majority of the voting power of all of the
then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting 
<PAGE>
 
together as a single class, shall be required to amend or repeal the provisions
of Article I, Article II, and Article III of this Restated Certificate.
Notwithstanding any other provision of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the stock of this
Corporation required by law or by this Restated Certificate, the affirmative
vote of the holders of at least seventy-five percent (75%) of the voting power
of all of the then outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to amend or repeal any provision of this
Restated Certificate not specified in the preceding sentence."


     THIRD: The foregoing Amended and Restated Certificate of Incorporation has
been duly adopted by the corporation's Board of Directors and stockholders in
accordance with the applicable provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.


     IN WITNESS WHEREOF, the undersigned has signed this Certificate this _____
day of __________, 1998.




                                   --------------------------------  
     James A. Wolfe, President

ATTEST:


--------------------------
Richard G. Lamb, Secretary
