EXHIBIT 3(c)


                                     BY-LAWS

                                       OF

                                 GRIST MILL CO,

                                    ARTICLE I

                                     OFFICES

         SECTION 1. REGISTERED OFFICE. The registered office shall be
established and maintained at the office of the United States Corporation
Company, in the City of Dover, in the County of Kent, in the State of Delaware,
and said corporation shall be the registered agent of this corporation in charge
thereof.

         SECTION 2. OTHER OFFICES. The corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time appoint or the business of the
corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting. In the event the
Board of Directors fails to so determine the time, date and place of meeting the
annual meeting of the stockholders shall be held at the office of the
corporation in Chicago, Illinois on the third Thursday in August at 2:00 P.M.

         If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each annual
meeting the stockholders entitled to vote shall elect a Board of Directors and
they may transact such other corporate business as may be brought before the
meeting.

         SECTION 2. OTHER MEETINGS. Meetings of stockholders for any purpose
other than the election of directors may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of the
meeting.

         SECTION 3. VOTING. Each stockholder entitled to vote in accordance with
the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to

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vote held by such stockholder, but no proxy shall be voted after three years
from its date unless such proxy provides for a longer period. Upon the demand of
any stockholder, the vote for directors and the vote upon any question before
the meeting, shall be by ballot. Directors shall be elected by a plurality of
the votes cast in respect of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of directors. For
example, if there are five directors to be elected, the directors who will be
declared elected will be those five nominees who receive the most votes
irrespective of whether such number of votes represents a majority of the shares
present. All other questions and matters to be voted on by stockholders shall,
except as otherwise required by law or the Certificate of Incorporation, be
decided by the affirmative vote of the majority of the votes cast.

         A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

         SECTION 4. QUORUM. Except as otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
In case a quorum shall not be present at any meeting, a majority in interest of
the stockholders entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote shall be present. At any such adjourned meeting at which the requisite
amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders for
any purpose or purposes may be called by the President or Secretary, and shall
be called by them upon a requisition in writing therefor, stating the purpose or
purposes thereof, delivered to the President or Secretary, signed by a majority
of the directors or by twenty-five percent, in interest of the stockholders
entitled to vote, or by resolution of the directors.

         SECTION 6. NOTICE OF MEETINGS. Written notice, stating the place, date
and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at
his/her address as it appears on the records of the corporation, not less than
ten nor more than fifty days before the date of the meeting.

         SECTION 7. ACTION WITHOUT MEETING. Except as otherwise provided by the
Certificate of Incorporation, whenever the vote of stockholders at a meeting
thereof is required

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or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, the meeting and vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action if such
meeting were held, shall consent in writing to such corporate action being
taken.


                                  ARTICLE III

                                   DIRECTORS

         SECTION 1. NUMBER AND TERM. The number of directors shall be four (4).
The directors shall be elected at the annual meeting of the stockholders and
each director shall be elected to serve until his/her successor shall be elected
and shall qualify.

         SECTION 2. RESIGNATION. Any director, member of a committee or other
officer may resign at any tune. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.

         SECTION 3. VACANCIES. If the office of any director, member of a
committee or other officer becomes vacant, the remaining directors in office,
though less than quorum by an affirmative vote of a majority thereof, whether or
not constituting a quorum, may fill such vacancy for the unexpired term, or if
there are not remaining directors, by affirmative vote of a majority of the
stockholders. If at any time the number of directors shall be increased, the
additional directors to be elected may be elected by the directors then in
office by the affirmative vote of a majority thereof at a regular meeting or at
a special meeting called for that purpose to serve until the next election of
directors.

         SECTION 4. ELECTION OF DIRECTORS. The Directors of the Corporation
shall be elected at the annual meeting of the stockholders or at any meeting of
the stockholders held in lieu of such annual meeting, which meeting, for the
purposes of these By-Laws, shall be deemed the annual meeting.

         SECTION 5. REMOVAL OF DIRECTORS. Any Director may be removed from
office, with or without cause (1) at any annual or special meeting, whether or
not such meeting is called expressly for that purpose, by the affirmative vote
of the holders of a majority of the shares then entitled to vote at an election
of directors, or (2) at any time, without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by stockholders having not less than the minimum number of votes
that would be necessary to authorize such action at a meeting at which all
shares entitled to vote thereon were present and voted. Within ten (10) days
after obtaining such authorization, notice summarizing the material features of
the authorized action shall be given to those stockholders who have not
consented in writing.

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         SECTION 6. NOTICE OF SPECIAL MEETINGS OF DIRECTORS. Notice of each
special meeting of the Board of Directors, stating the time, place and purpose
or purposes thereof, shall be given by the President, or by any two (2) members
of the Board to each member of the Board no less than five (5) days prior to
such special meeting. Attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting except when a director states at the beginning
of the meeting an objection to the transaction of business because the meeting
is not lawfully called or convened.

         SECTION 7. PARTICIPATION OF DIRECTORS BY MEANS OF COMMUNICATIONS
EQUIPMENT. Members of the Board of Directors, or of any committee thereof, shall
be deemed present at a meeting of such Board or committee if a conference
telephone or similar communications equipment, by means of which all persons
participating in the meeting can hear each other, is used.

         SECTION 8. MEETINGS. Regular meetings of the directors may be held
without notice at such places and times as shall be determined from time to time
by resolution of the directors.

         Special meetings of the Board may be called by the President or by the
Secretary on the written request of any two directors of at least two days'
notice to each director and shall be held at such place or places as may be
determined by the directors, or as shall be stated in the call of the meeting.

         SECTION 9. QUORUM. A majority of the directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board there
shall be less than a quorum present, a majority of those present may adjourn the
meeting from time to time until a quorum is obtained, and no further notice
thereof need be given other than by announcement at the meeting which shall be
so adjourned.

         SECTION 10. COMPENSATION. Directors shall not receive any stated salary
for their services as directors or as members of committees, but by resolution
of the Board a fixed fee and expenses of attendance may be allowed for
attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.

         SECTION 11. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting, if a written consent thereto is signed by all
members of the Board, or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.

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                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. OFFICERS. The officers of the corporation shall be a
Chairman of the Board, a President, a Treasurer, and a Secretary, all of whom
shall be elected by the Board of Directors and who shall hold office until their
successors are elected and qualified. In addition, the Board of Directors may
elect one or more Vice Presidents and such Assistant Secretaries and Assistant
Treasurers as they may deem proper. None of the officers of the corporation need
be directors. The officers shall be elected at the first meeting of the Board of
Directors after each annual meeting. More than two offices may be held by the
same person.

         SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may
appoint such other officers and agents as it may deem advisable, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.

         SECTION 3. CHAIRMAN. The Chairman of the Board of Directors shall
preside at all meetings of the Board of Directors and the stockholders. He/she
shall be the chief executive officer of the corporation and shall have the
general powers and duties of supervision and management usually vested in the
chief executive officer of a corporation. He/she shall have general supervision,
direction and control of the business of the corporation. Except as the Board of
Directors shall authorize the execution thereof in some other manner he/she
shall execute bonds, mortgages and other contracts on behalf of the corporation,
and shall cause the seal to be affixed to any instrument requiring it and when
so affixed the seal shall be attested by the signature of the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer.

         SECTION 4. PRESIDENT. The President shall have such powers and perform
duties as shall be assigned to him/her by the directors.

         SECTION 5. VICE-PRESIDENT. Each Vice President shall have such powers
and shall perform such duties as shall be assigned to him/her by the directors.

         SECTION 6. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. He/she shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.

         The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or the President, taking proper vouchers for
such disbursements. He/she shall render to the Chairman of the Board and the
Board of Directors at the regular meetings of the Board of Directors, or
whenever they may request it, an account of all his/her transactions as
Treasurer and of the financial condition of the corporation. If required by the
Board of

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Directors, he/she shall give the corporation a bond for the faithful discharge
of his duties in such amount and with such surety as the Board shall prescribe.

         SECTION 7. SECRETARY. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these By-Laws, and in case of his/her absence or refusal
or neglect so to do, any such notice may be given by any person thereunto
directed by the Chairman of the Board, or by the directors, or stockholders,
upon whose requisition the meeting is called as provided in these By-Laws.
He/she shall record all the proceedings of the meetings of the corporation and
of the directors in a book to be kept for that purpose, and shall perform such
other duties as may be assigned to him/her by the directors or the Chairman of
the Board. He/she shall have the custody of the seal of the corporation and
shall affix the same to all instruments requiring it, when authorized by the
directors or the Chairman of the Board, and attest the same.

         SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.


                                   ARTICLE V

                                 MISCELLANEOUS

         SECTION 1. CERTIFICATES OF STOCK. Certificates of stock, signed by the
Chairman of the Board of Directors, President or Vice President, and the
Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary,
shall be issued to each stockholder certifying the number of shares owned by
him/her in the corporation. When such certificates are countersigned (1) by a
transfer agent other than the corporation or its employee, or, (2) by a
registrar other than the corporation or its employee, the signatures of such
officers may be facsimiles.

         SECTION 2. LOST CERTIFICATES. A new certificate of stock may be issued
in the place of any certificate theretofore issued by the corporation, alleged
to have been lost or destroyed, and the directors may, in their discretion,
require the owner of the lost or destroyed certificate, or his/her legal
representatives, to give the corporation a bond, in such sum as they may direct,
not exceeding double the value of the stock, to indemnify the corporation
against any claim that may be made against it on account of the alleged loss of
any such certificate, or the issuance of any such new certificate.

         SECTION 3. TRANSFER OF SHARES. The shares of stock of the corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers, or
to such other person as the directors may designate, by whom

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they shall be canceled, and new certificates shall thereupon be issued. A record
shall be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer.

         SECTION 4. STOCKHOLDERS RECORD DATE. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
for the purpose of any other lawful action, the Board of Directors may affix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         SECTION 5. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
Stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from tune to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.

         SECTION 6. SEAL. The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its creation and the words
"CORPORATE SEAL DELAWARE." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

         SECTION 7. FISCAL YEAR. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

         SECTION 8. CHECKS. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in title name of the
corporation shall be signed by such officers, agent or agents of the corporation
and in such manner as shall be determined from time to time by resolution of the
Board of Directors.

         SECTION 9. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required
by these By-Laws to be given, personal notice is not meant unless expressly so
stated and any notice so required shall be deemed to be sufficient if given by
depositing the same in United States mail, postage prepaid, addressed to the
person entitled thereto at his/her address as it appears on the records of the
corporation, and such notice shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by statute.

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         Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the corporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

         SECTION 10. INDEMNIFICATION.

         10.1. Right to indemnification. The corporation shall indemnify and
hold harmless and advance expenses to, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended, any person
who was or is made or is threatened to be made a party or is otherwise involved
in any action, suit, or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") by reason of the fact that he/she, or a person
for whom he/she is the legal representative, is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust, enterprise or non-profit entity,
including service with respect to employee benefit plans, against all expenses,
liability, and loss reasonably incurred or suffered by such person. The
corporation shall be required to indemnify and advance expenses to a person in
connection with a proceeding initiated by such person only if the proceeding was
authorized by the Board of Directors of the corporation.

         10.2. Prepayment of Expenses. The corporation shall pay the expenses
incurred in defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses incurred by a director or
officer in his/her capacity as a director or officer (except with regard to
service to an employee benefit plan or nonprofit organization) in advance of the
final disposition of the proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if it
should be determined that the director or officer is not entitled to be
indemnified under this Article or otherwise.

         10.3. Claims. If a claim for indemnification or payment of expenses
under this Article is not paid in full within ninety days after a written claim
therefor has been received by the corporation, the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or payment of expenses under
applicable law.

         10.4. Non-Exclusivity of Rights. The rights conferred on any person by
this Article shall not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise.

         10.5. Amendment or Repeal. Any repeal or modification of the foregoing
provisions of this Article V, Section 10 shall not adversely affect any right or
protection of a director, officer or employee of the corporation existing at the
time of such repeal or modification.


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                                   ARTICLE VI

                                   AMENDMENTS

         These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal or By-Law or By-Laws to be made be
contained in the notice of such special meeting, by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat, or by
the affirmative vote of a majority of the Board of Directors, at any regular or
special meeting of the Board of Directors.