EXHIBIT 2(a)(2)

                        ARTICLES OF MERGER
           MERGING DUTTERER'S OF MANCHESTER CORPORATION
                               INTO
                     TWB GOURMET FOODS, INC.


     THESE ARTICLES OF MERGER, dated the 23rd day of August,
1996, pursuant to Section 3-109 of the Corporations and
Associations Article of the Annotated Code of Maryland, as
amended (hereinafter referred to as the "Code"),  are entered
into by and between the corporations named in Article THIRD
below, which are hereinafter collectively referred to as the
"Constituent Corporations".

     FIRST:    Each of the Constituent Corporations has agreed to
effect a merger, and the terms and conditions of the merger, the
manner of carrying the same into effect, and the manner and basis
of converting or exchanging the shares of issued stock of each of
the Constituent Corporations into different stock or other
consideration pursuant to Section 3-103 of the Code shall be as
set forth herein.

     SECOND:   TWB Gourmet Foods, Inc., a Virginia corporation,
shall be the surviving corporation (hereinafter sometimes
referred to as the "Surviving Corporation") in the merger.

     THIRD:    The parties to these Articles of Merger are TWB
Gourmet Foods, Inc. , a corporation organized under the general
corporation law of the Commonwealth of Virginia on August 3, 1994
and Dutterer's of Manchester Corporation, a Maryland corporation
(hereinafter referred to as "Dutterer's"). The Surviving
Corporation is not qualified or registered to do business in
Maryland.

     FOURTH:   As part of the merger, the Charter of the
Surviving Corporation shall be amended to increase the authorized
capitalization of the Surviving Corporation from 5,000 shares of
common stock divided into 3,500 shares of Class A Common Stock,
with no par value,  and 1,500 shares of Class B Common Stock,
also with no par value, to 25,000 shares of common stock divided
into 23,500 shares of Class A Common Stock, with no par value, 
and 1,500 shares of Class B Common Stock, also with no par value. 
Other than the amendment described in the previous sentence, 
there shall be no amendment to the Charter of the Surviving
Corporation effected as part of the merger.

     FIFTH:    Dutterer's has an authorized capitalization of
100,000 shares of a single class of common stock, par value of
One Dollar ($1.00) per share,  of which shares 25,000 are issued
and outstanding;  the aggregate par value of all shares of all
classes which Dutterer's has authority to issue being One Hundred
Thousand Dollars ($100,000).

          The Surviving Corporation has an authorized
capitalization of 5,000 shares of common stock divided into 3,500
shares of Class A Common Stock, with no par value,  and 1,500
shares of Class B Common Stock, also with no par value; 3,500 of
Class A Common Stock and 1,500 shares of Class B Common Stock are
issued and outstanding.

     SIXTH:    The manner and basis of converting or exchanging
the issued stock of each of the Constituent Corporations into
different stock or other consideration pursuant to Section 3-103
of the Code shall be as follows:

          (a)  Each share of capital stock of the Surviving
Corporation which is issued and outstanding on the Effective Date
(as defined in Article ELEVENTH herein) shall remain outstanding
as one share of capital stock of the Surviving Corporation.

          (b)  Each share of the capital stock of Dutterer's
issued and outstanding immediately prior to the Effective Date,
as a result of the merger and without any action on the part of
the holder thereof, shall be canceled and converted into 4/5ths
of a share of Class A Common Stock in the Surviving Corporation.
     
          (c)  After the merger transaction described above shall
have become effective, each holder of an outstanding certificate
or certificates theretofore representing capital stock of
Dutterer's shall surrender the same to the Surviving Corporation
and each such holder thereupon shall be entitled to receive in
exchange therefor a certificate or certificates representing the
number of shares of Class A Common Stock of the Surviving
Corporation into which the capital stock of Dutterer's
represented by the certificate or certificates so surrendered
shall have been converted or exchanged by the provisions hereof.
Until such surrender, capital stock of Dutterer's shall be deemed
for all corporate purposes, other than the payment of dividends,
to evidence ownership of the number of full shares of Class A
Common Stock of the Surviving Corporation to be delivered with
respect to such shares of such capital stock.

     SEVENTH:  The principal office of Dutterer's in the State of
Maryland is located in Baltimore City. Dutterer's owns an
interest in land in located Carroll County,  Maryland.

     EIGHTH:   The principal office of the Surviving Corporation
in its state of organization is 2410 Wesley Street, Portsmouth,
Virginia 23707.  The name and address in Maryland of the Resident
Agent of the Surviving Corporation is Michael L. Jennings, One
North Charles Street, Suite 1300, Baltimore, Maryland 21201.

     NINTH:    The board of directors of Dutterer's, by unanimous
written consent of the entire Board of Directors dated August __,
1996, duly adopted a resolution declaring that a merger
substantially upon the terms and conditions set forth in these
Articles of Merger was advisable and directing that the Articles
of Merger be submitted to Dutterer's sole stockholder for its
approval.  The Articles of Merger were duly submitted to and
approved by the unanimous written consent of Dutterer's sole
stockholder.

          The board of directors of the Surviving Corporation, by
unanimous written consent dated August __, 1996, duly adopted a
resolution declaring that a merger substantially upon the terms
and conditions set forth in these Articles of Merger was
advisable and directing that a Plan and Agreement of Merger (the
"Plan") setting forth such terms and conditions be submitted to
the Surviving Corporation's stockholders for their approval.  The
Plan was duly submitted to and approved by the unanimous written
consent of the Surviving Corporation's stockholders.

     TENTH:    These Articles of Merger were duly advised,
authorized and approved in the manner and by the vote required by
the Charter of the Surviving Corporation and by the laws of the
Commonwealth of Virginia and by the Charter of Dutterer's and the
laws of the State of Maryland.

     ELEVENTH: Upon the Effective Date:

          (a)  the assets and liabilities of Dutterer's shall be
taken up on the books of the Surviving Corporation at the amount
at which they shall at that time be carried on the books of
Dutterer's, subject to such adjustments, if any, as may be
necessary to conform to the Surviving Corporation's accounting
procedures; and

          (b)  all of the rights, privileges, immunities, powers,
purposes and franchises of Dutterer's and all property, real,
personal and mixed, and all debts due to Dutterer's on whichever
account shall be vested in the Surviving Corporation, and all
property rights, privileges, immunities, powers, purposes and
franchises, and all and every other interest shall be thereafter
as effectually the property of the Surviving Corporation as they
were of Dutterer's, and all debts, liabilities, obligations and
duties of Dutterer's shall thenceforth attach to the Surviving
Corporation and may be enforced against it to the same extent as
if said debts, liabilities, obligations and duties had been
incurred or contracted by it.

     The merger provided for by these Articles of Merger shall
become effective (the "Effective Date") and the separate
existence of Dutterer's, except insofar as continued by statute,
shall cease on the date which Articles of Merger are approved,
executed and acknowledged by Dutterer's and the Surviving
Corporation, as required by the laws of the Commonwealth of
Virginia, and are filed with the State Corporation Commission of
Virginia, and these Articles of Merger, duly advised, approved,
signed, acknowledged, sealed and verified by Dutterer's and the
Surviving Corporation, as required by the laws of the State of
Maryland, are filed for record with the State Department of
Assessments and Taxation of Maryland, as required by the laws of
the State of Maryland.

     IN WITNESS WHEREOF, Dutterer's of Manchester Corporation and
TWB Gourmet Foods, Inc., have caused these Articles of Merger to
be signed in their respective corporate names and on their behalf
by the respective Presidents and witnessed or attested by their
respective Secretaries or Assistant Secretaries as of the 23rd
day of August, 1996.


ATTEST:                            DUTTERER'S OF MANCHESTER
                                   CORPORATION

/s/ George D. Spicer, III          By: /s/ Vernon W. Mules
--------------------------         --------------------------
George D. Spicer, III,             Vernon W. Mules, President
Asst. Secretary


ATTEST:                            TWB GOURMET FOODS, INC.


/s/ Loetitia Adam St. James        By: /s/ Chris L. St. James 
---------------------------        ---------------------------
Loetitia Adam St. James,           Chris L. St. James, President
Secretary                               



     THE UNDERSIGNED, President of DUTTERER'S OF MANCHESTER
CORPORATION, who executed on behalf of said corporation the
foregoing Articles of Merger, of which this certificate is made a
part, hereby acknowledges, in the name and on behalf of said
corporation, the foregoing Articles of Merger, to be the
corporate act of said corporation and further certifies that, to
the best of his knowledge, information and belief, tile matters
and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of
perjury.


                                   /s/ Vernon W. Mules
                                   ----------------------------
                                   Vernon W. Mules
                                   

     THE UNDERSIGNED, President of TWB GOURMET FOODS, INC., who
executed on behalf of said corporation the foregoing Articles of
Merger, of which this certificate is made a part, hereby
acknowledges, in the name and on behalf of said corporation, the
foregoing Articles of Merger to be the corporate act of said
corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set
forth therein with respect to the approval thereof are true in
all material respects, under the penalties of perjury.


                                   /s/ Chris L. St. James
                                   -----------------------------
                                   Chris L. St. James