COMPOSITE CERTIFICATE OF INCORPORATION

                                       OF

                              AGRILINK FOODS, INC.

     Under Section 402 of the Business Corporation Law

     1. The name of the corporation is AGRILINK FOODS, INC.

     2. The  purpose  of the  corporation  is to  engage  in any  lawful  act or
activity for which corporations may be organized under the Business  Corporation
Law of the State of New York, but not to engage in any act or activity requiring
the consent or  approval of any state  official,  department,  board,  agency or
other body without such consent or approval first being obtained.

     3. The  aggregate  number  of  shares  which  the  corporation  shall  have
authority to issue is 10,000 common shares of the par value of $.01 per share.

     4. No holder of shares of any class of the  corporation,  now or  hereafter
authorized,  shall as such holder have any  preference  or  preemptive  right to
subscribe for,  purchase or receive any shares of the  corporation of any class,
now or hereafter authorized,  or any options or warrants for such shares, or any
rights to subscribe for or purchase such shares, or any bonds, debentures, notes
or other securities  convertible into or exchangeable for such shares, which may
at any time be issued, sold or offered for sale by the corporation.

     5. The office of the  corporation is to be located in the County of Monroe,
State of New York. The address to which the Secretary of State shall mail a copy
of process in any action or  proceeding  against  the  corporation  which may be
served upon him is 90 Linden  Place,  Post Office Box 681,  Rochester,  New York
14603.

     6. The duration of the corporation shall be perpetual.

     7. The  corporation  reserves  the  right to alter,  change  or repeal  any
provision  contained in this  Certificate of  Incorporation in the manner now or
hereafter  prescribed  by law,  and all rights and  powers  conferred  herein on
stockholders, directors and officers are subject to this reserved power.

     8. By-laws of the  corporation  may be adopted,  amended or repealed by the
Board of Directors of the corporation by the vote of a majority of the directors
present at a meeting  of the Board of  Directors  at which a quorum is  present,
subject to the power of the  holders of stock  having  voting  power  thereon to
alter, amend or repeal the By-laws adopted by the Board of Directors.

     9. The Secretary of State is designated  as agent of the  corporation  upon
whom process in any action or proceeding against the corporation may be served.

     10. To the fullest extent permitted by the Business  Corporation Law of the
State of New York as the same exists or may  hereafter  be amended,  no director
shall be personally liable to the corporation or any of its shareholders for any
breach of duty as a director;  provided,  however,  that the foregoing provision
shall not  eliminate or limit the liability of a director if a judgment or other
final adjudication adverse to him establishes that his acts or omissions were in
bad faith or involved  intentional  misconduct or a knowing  violation of law or
that he personally gained in fact a financial profit or other advantage to which
he was not  legally  entitled  or that  his  acts  violated  Section  719 of the
Business Corporation Law of the State of New York.