Exhibit 3.3
                                    BYLAWS OF
                            CURTICE BURNS FOODS, INC.
                                    ARTICLE I

                                  Shareholders

Section 1.1. Annual Meetings.  A meeting of shareholders  shall be held annually
for the election of directors and the transaction of other business on such date
as may be designated by the Board of Directors from time to time.

Section 1.2. Special Meetings. Special meetings of shareholders may be called at
any time by the Board of  Directors,  the Chairman of the Board,  if any, or the
President.

Section 1.3. Place of Meetings.  Meetings of shareholders  shall be held at such
place,  within or without the State of New York, as may be fixed by the Board of
Directors.  If no place is fixed,  such meetings  shall be held at the principal
office of the Corporation in the State of New York.

Section 1.4 Notice of Meetings.  Written notice of each meeting of  shareholders
shall be given  stating  the place,  date and hour of the  meeting.  Notice of a
special  meeting of  shareholders  shall state the purpose or purposes for which
the meeting is called and shall  indicate  that it is being  issued by or at the
direction of the person or persons calling the meeting.

If, at any meeting of shareholders,  action is proposed to be taken which would,
if taken, entitle shareholders fulfilling the requirements of Section 623 of the
New York  Business  Corporation  Law to receive  payment for their  shares,  the
notice of such  meeting  shall  include a statement  of that purpose and to that
effect and shall be  accompanied  by a copy of Section  623 or an outline of its
material terms.

A copy of the notice of each meeting of shareholders shall be given,  personally
or by first class  mail,  not fewer than ten nor more than fifty days before the
date of the meeting, provided,  however, that a copy of such notice may be given
by third class mail not fewer than  twenty-four  nor more than fifty days before
the date of the meeting,  to each shareholder  entitled to vote at such meeting.
If mailed, such notice shall be deemed given when deposited in the United States
mail, with postage thereon  prepaid,  directed to the shareholder at his address
as it appears on the record of shareholders, or, if he shall have filed with the
Secretary of the  Corporation a written request that notices to him be mailed to
some other address, then directed to him at such other address.

When a meeting of  shareholders  is adjourned to another time or place, it shall
not be  necessary  to give any notice of the  adjourned  meeting if the time and
place to which the meeting is  adjourned  are  announced at the meeting at which
the  adjournment  is taken,  and at the  adjourned  meeting any  business may be
transacted  that might have been transacted on the original date of the meeting.
However, if after the adjournment the Board of Directors fixes a new record date
for the adjourned  meeting,  a notice of the adjourned meeting shall be given to
each  shareholder  of record on the new record date entitled to notice under the
preceding paragraphs of this Section 1.4.

Section  1.5.  Waiver  of  Notice.  Notice of  meeting  need not be given to any
shareholder  who  submits  a signed  waiver  of  notice,  in person or by proxy,
whether  before or after the meeting.  The  attendance of any  shareholder  at a
meeting,  in person or by proxy,  without  protesting prior to the conclusion of
the meeting the lack of notice of such  meeting,  shall  constitute  a waiver of
notice by him.

Section  1.6.  Inspectors.  Voting  at  meetings  of  shareholders  need  not be
conducted by inspectors  unless a shareholder  present in person or by proxy and
entitled to vote at such meeting so requests. The Board of Directors, in advance
of any shareholders'  meeting,  may appoint one or more inspectors to act at the
meeting or any  adjournment  thereof.  If inspectors  are not so appointed,  the
person  presiding  at a  shareholders'  meeting  may,  and on the request of any
shareholder entitled to vote thereat shall,  appoint one or more inspectors.  In
case any person  appointed  fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector,  before entering upon the discharge of
his  duties,  shall take and sign an oath  faithfully  to execute  the duties of
inspector at such meeting with strict  impartiality and according to the best of
his ability.
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The inspectors  shall determine the number of shares  outstanding and the voting
power of each, the shares represented at the meeting, the existence of a quorum,
the  validity  and  effect of  proxies,  and shall  receive  votes,  ballots  or
consents,  hear and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots  or  consents,
determine the result,  and do such acts as are proper to conduct the election or
vote with fairness to all  shareholders.  On request of the person  presiding at
the meeting or any shareholder  entitled to vote thereat,  the inspectors  shall
make a report in writing of any challenge, question or matter determined by them
and execute a certificate of any fact found by them.

Section 1.7. List of Shareholders at Meetings.  A list of shareholders as of the
record date,  certified  by the  Secretary  or any  Assistant  Secretary or by a
transfer  agent,  shall be  produced  at any  meeting of  shareholders  upon the
request thereat or prior thereto of any shareholder. If the right to vote at any
meeting is challenged,  the inspectors of election, or person presiding thereat,
shall require such list of  shareholders to be produced as evidence of the right
of the persons  challenged to vote at such  meeting,  and all persons who appear
from such list to be  shareholders  entitled  to vote  thereat  may vote at such
meeting.

Section  1.8.  Qualification  of Voters.  Every  shareholder  of record shall be
entitled at every meeting of  shareholders  to one vote for every share standing
in his name on the record of  shareholders,  unless  otherwise  provided  in the
certificate of  incorporation  or by law. If the certificate of incorporation or
law provides  for more or less than one vote for any share on any matter,  every
reference in these by-laws to a majority or other  proportion of shares shall be
construed  to refer to such  majority or other  proportion  of the votes of such
shares.

Treasury  shares as of the record  date and shares held as of the record date by
another  domestic or foreign  corporation  of any type or kind, if a majority of
the  shares  entitled  to vote  in the  election  of  directors  of  such  other
corporation  is held as of the  record  date by the  Corporation,  shall  not be
shares  entitled  to vote or to be counted in  determining  the total  number of
outstanding shares.

Shares held by an administrator,  executor, guardian, conservator,  committee or
other fiduciary,  except a trustee,  may be voted by him, either in person or by
proxy,  without transfer of such shares into his name.  Shares held by a trustee
may be voted by him,  either in person or by proxy,  only after the shares  have
been transferred into his name as trustee or into the name of his nominee.

Shares  held by or under the  control of a receiver  may be voted by him without
the  transfer  thereof  into his name if  authority  so to do is contained in an
order of the court by which such receiver was appointed.

A  shareholder  whose  shares are pledged  shall be entitled to vote such shares
until  the  shares  have been  transferred  into the name of the  pledgee,  or a
nominee of the pledgee.

Redeemable  shares which have been called for redemption  shall not be deemed to
be outstanding  shares for the purpose of voting or determining the total number
of shares  entitled to vote on any matter on and after the date on which written
notice of redemption  has been sent to holders  thereof and a sum  sufficient to
redeem  such  shares  has  been  deposited  with a bank or  trust  company  with
irrevocable instruction and authority to pay the redemption price to the holders
of the shares upon surrender of  certificates  therefor.  Shares standing in the
name of another domestic or foreign corporation of any type or kind may be voted
by such officer,  agent or proxy as the by-laws of such corporation may provide,
or,  in the  absence  of such  provision,  as the  board  of  directors  of such
corporation may determine.

If shares are registered on the record of shareholders of the Corporation in the
name of two or more  persons,  whether  fiduciaries,  members of a  partnership,
joint tenants,  tenants in common,  tenants by the entirety or otherwise,  or if
two or more persons have the same  fiduciary  relationship  respecting  the same
shares,  unless the Secretary of the  Corporation is given written notice to the
contrary and is furnished  with a copy of the  instrument  or order  appointment
them or creating the  relationship  wherein it is so  provided,  their acts with
respect to voting shall have the following effect:

(1) If only one votes, the vote shall be accepted by the Corporation as the vote
of all;

(2) If more than one vote,  the act of the  majority so voting shall be accepted
by the Corporation as the vote of all;



<PAGE>


(3) If more than one vote, but the vote is equally on any particular matter, the
vote shall be accepted by the Corporation as a proportionate vote of the shares;
unless the Corporation has evidence, on the record of shareholders or otherwise,
that the shares are held in a fiduciary capacity. Noting in this paragraph shall
alter any  requirement  that the  exercise  of  fiduciary  powers be by act of a
majority,  contained in any law applicable to such exercise of powers (including
section 10-10.7 of the Estates, Powers and Trusts Law of the State of New York);

(4) When shares as to which the vote is equally  divided are  registered  on the
record of  shareholders  of the  Corporation  in the name of, or have  passed by
operation of law or by virtue of any deed or trust or other instrument to two or
more fiduciaries, any court having jurisdiction of their accounts, upon petition
by any of such fiduciaries or by any party in interest, may direct the voting of
such shares for the best interest of the beneficiaries.  This subparagraph shall
not apply in any case  where  the  instrument  or order of the court  appointing
fiduciaries shall otherwise direct how such shares shall be voted; and

(5) If the  instrument or order  furnished to the  Secretary of the  Corporation
shows that a tenancy is held in unequal interests,  a majority or equal division
for the  purposes of this  paragraph  shall be a majority  or equal  division in
interest.

Section  1.9.  Quorum of  Shareholders.  The holders of a majority of the shares
entitled to vote thereat shall  constitute a quorum at a meeting of shareholders
for the  transaction  of any business,  provided  that when a specified  item of
business is required to be voted on by a class or series, voting as a class, the
holders of a majority of the shares of such class or series  shall  constitute a
quorum for the transaction of such specified item of business.  When a quorum is
once  present  to  organize  a  meeting,  it is not  broken  by  the  subsequent
withdrawal of any shareholders.

The  shareholders  present  may  adjourn  the  meeting  despite the absence of a
quorum.

Section  1.10  Proxies.  Every  shareholder  entitled  to vote at a  meeting  of
shareholders  or to express  consent or dissent  without a meeting may authorize
another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact.  No proxy
shall be valid  after the  expiration  of eleven  months  from the date  thereof
unless  otherwise  provided in the proxy.  Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.

The  authority  of the  holder  of a proxy to act shall  not be  revoked  by the
incompetence or death of the  shareholder who executed the proxy unless,  before
the  authority  is  exercised,   written  notice  of  an  adjudication  of  such
incompetence  or of such death is received  by the  Secretary  or any  Assistant
Secretary.

A shareholder shall not sell his vote or issue a proxy to vote to any person for
any sum of money or anything of value except as permitted by law.

Section  1.11.  Vote or  Consent of  Shareholders.  Directors  shall,  except as
otherwise required by law or by the certificate of incorporation,  be elected by
a  plurality  of the votes cast at a meeting of  shareholders  by the holders of
shares entitled to vote in the election.

Whenever any corporate  action,  other than the election of directors,  is to be
taken by vote of the shareholders, it shall, except as otherwise required by law
or by the certificate of incorporation, be authorized by a majority of the votes
cast at a meeting of  shareholders  by the  holders of shares  entitled  to vote
thereon.

Section  1.12.   Fixing  Record  Date.  For  the  purpose  of  determining   the
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any adjournment  thereof,  or to express consent to or dissent from any proposal
without a meeting,  or for the purpose of determining  shareholders  entitled to
receive  payment of any  dividend or the  allotment  of any  rights,  or for the
purpose of any other action,  the Board of Directors may fix, in advance, a date
as the record date for any such  determination of shareholders.  Such date shall
not be more than fifty nor less than ten days  before the date of such  meeting,
nor more than fifty days prior to any other action.

If no  record  date is  fixed:  (1) the  record  date for the  determination  of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day next preceding the day on which notice is
given, or,
<PAGE>
if no notice is given,  the day on which the meeting is held; and (2) the record
date for determining shareholders for any other purpose shall be at the close of
business on the day on which the  resolution of the Board of Directors  relating
thereto is adopted.  When a determination  of shareholders of record entitled to
notice of or to vote at any meeting of shareholders has been made as provided in
this Section 1.12, such  determination  shall apply to any adjournment  thereof,
unless the Board of Directors fixes a new record date for the adjourned meeting.

                                   ARTICLE II

                               Board of Directors

Section 2.1. Power of Board and Qualification of Directors.  The business of the
Corporation shall be managed under the direction of the Board of Directors. Each
director shall be at least eighteen years of age.

Section 2.2.  Number of Directors.  The Board of Directors shall consist of such
number of  members,  not less than  three,  as may be fixed from time to time by
vote of a  majority  of the entire  Board;  provided,  however,  that if all the
shares  of the  Corporation  are owned  beneficially  and of record by less than
three shareholders,  the number of directors may be fixed by such a vote at less
than three, but not less than the number of shareholders.

Section  2.3.  Election  and  Term of  Directors.  At  each  annual  meeting  of
shareholders,  directors  shall be elected to hold office  until the next annual
meeting  except as otherwise  permitted by law and until their  successors  have
been elected and qualified.

Section 2.4. Quorum of Directors. Unless a greater proportion is required by the
certificate of incorporation,  a majority of the entire Board of Directors shall
constitute a quorum for the  transaction of business or of any specified item of
business.  Except  where  otherwise  provided  by law or in the  certificate  of
incorporation or these by-laws,  the vote of a majority of the directors present
at a meeting at the time of such vote, if a quorum is then present, shall be the
act of the Board.

Section 2.5.  Board or Committee  Action.  Unless  otherwise  restricted  by the
certificate of incorporation or these by-laws,  any action required or permitted
to be taken by the Board of  Directors  or any  committee  thereof  may be taken
without a  meeting  if all  members  of the Board or the  committee  consent  in
writing to the adoption of a resolution  authorizing the action.  The resolution
and the written  consents  thereto by the members of the Board or the  committee
shall  be  filed  with  the  minutes  of the  proceedings  of the  Board  or the
committee.

Any one or more  members of the Board of  Directors  or  committee  thereof  may
participate in a meeting of the Board or such committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time,  and  participation  by such
means shall constitute presence in person at such meeting.

Section 2.6. Regular Meetings. Regular meetings of the Board of Directors may be
held at such places,  within or without the State of New York, and at such times
as the  Board  may from  time to time  determine,  and if so  determined  notice
thereof need not be given.

Section 2.7. Special Meetings. Special meetings of the Board of Directors may be
held at any time or place,  within or  without  the State of New York,  whenever
called by the Chairman of the Board,  if any, by the Vice Chairman of the Board,
if any, by the  President or by any two  directors.  Reasonable  notice  thereof
shall be given by the person or persons calling the meeting.

Section 2.8. Resignation. Any director of the Corporation may resign at any time
by giving  written  notice to the Board of  Directors  or to the Chairman of the
Board  or the  Vice-Chairman  of the  Board,  if any,  or the  President  or the
Secretary of the  Corporation.  Such  resignation  shall take effect at the time
specified therein,  and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective.
<PAGE>
Section  2.9.  Removal of  Directors.  Any one or more of the  directors  may be
removed  for  cause  by  action  of the  Board of  Directors.  Any or all of the
directors may be removed with or without cause by vote of the shareholders.

Section  2.10.  Newly  Created   Directorships  and  Vacancies.   Newly  created
directorships  resulting  from  an  increase  in the  number  of  directors  and
vacancies  occurring in the Board of Directors for any reason except the removal
of directors  without cause may be filled by vote of the Board. If the number of
directors then in office is less than a quorum, such newly created directorships
and  vacancies  may be filled by vote of a  majority  of the  directors  then in
office.  Vacancies occurring by reason of the removal of directors without cause
by the  shareholders  shall be filled by vote of the  shareholders.  A  director
elected to fill a vacancy, unless elected by the shareholders, shall hold office
until the next meeting of  shareholders at which the election of directors is in
the regular  order of  business,  and until his  successor  has been elected and
qualified.

Section 2.11. Organization. Meetings of the Board of Directors shall be presided
over by the Chairman of the Board,  if any, or in the absence of the Chairman of
the Board by the Vice  Chairman  of the Board,  if any, or in the absence of the
Vice Chairman of the Board by the  President,  or in their absence by a chairman
chosen at the  meeting.  The  Secretary,  or in the absence of the  Secretary an
Assistant  Secretary,  shall act as secretary of the meeting, but in the absence
of the  Secretary  and any  Assistant  Secretary the chairman of the meeting may
appoint any person to act as secretary of the meeting.

Section  2.12.  Compensation  of  Directors.  The Board of Directors  shall have
authority to fix the compensation of directors for services in any capacity.

                                   ARTICLE III

                         Executive and Other Committees

Section  3.1.  Executive  and  Other  Committees  of  Directors.  The  Board  of
Directors,  by  resolution  adopted  by a  majority  of the  entire  Board,  may
designate  from among its members an executive  committee and other  committees,
each  consisting of three or more  directors,  and each of which,  to the extent
provided in the  resolution,  shall have all the authority of the Board,  except
that no such committee shall have authority as to the following matters:

(1) The  submission  to  shareholders  of any action  that  needs  shareholders'
approval;

(2) The  appointment of any person to a vacancy in the Board or in any committee
thereof;

(3) The fixing of  compensation  of the directors for serving on the Board or on
any committee thereof;

(4) The amendment or repeal of the by-laws, or the adoption of new by-laws;

(5) The amendment or repeal of any resolution of the Board which,  by its terms,
shall not be so amendable or repealable; or

(6) The removal or indemnification of directors.

The Board of Directors may designate one or more directors as alternate  members
of any such  committee,  who may  replace  any  absent  member or members at any
meeting of such committee.

Unless the Board of Directors otherwise provides,  each committee  designated by
the Board may adopt, amend and repeal rules for the conduct of its business.  In
the absence of a provision by the Board of Directors or a provision in the rules
of such committee to the contrary, a majority of the entire authorized number of
members of such  committee  shall  constitute  a quorum for the  transaction  of
business, the vote of a majority of the members present at a meeting at the time
of such vote if a quorum is then present or the unanimous written consent of all
members thereof shall be the act of such  committee,  and in other respects each
committee  shall  conduct  its  business  in the  same  manner  as the  Board of
Directors  conducts its business  pursuant to Article II of these by-laws.  Each
committee  shall keep regular  minutes of its proceedings and report the same to
the Board.
<PAGE>
Each such committee  shall serve at the pleasure of the Board of Directors.  Any
member of a committee may be removed at any time,  with or without cause, by the
affirmative vote of a majority of the entire Board.

                                   ARTICLE IV

                                    Officers

Section 4.1.  Officers.  The officers of the Corporation  shall be chosen by the
Board.  As soon as practicable  after the annual meeting of shareholders in each
year, the Board of Directors shall elect or appoint a President, a Secretary and
a Treasurer,  and it may, if it so  determines,  elect or appoint from among its
members a Chairman of the Board and one or more  Vice-Chairmen of the Board. The
Board  may  also  elect  or  appoint  one  or  more  Vice-Presidents,  Assistant
Vice-Presidents, Assistant Secretaries and Assistant Treasurers and may give any
of them such further designations or alternate titles as it considers desirable.
Any two or more  offices may be held by the same  person,  except the offices of
President and Secretary.

Section  4.2.  Term  of  Office;  Resignation;  Removal;  Vacancies.  Except  as
otherwise  provided  in the  resolution  of the Board of  Directors  electing or
appointing any officer,  each officer shall hold office until the meeting of the
Board of Directors  following the next succeeding annual meeting of shareholders
and  until  his  successor  is  elected  and  qualified  or  until  his  earlier
resignation  or removal.  Any officer may resign at any time upon written notice
to the Board or to the  Chairman of the Board,  if any, or the  President or the
Secretary of the  Corporation.  Such  resignation  shall take effect at the time
specified therein,  and unless otherwise specified therein no acceptance of such
resignation  shall be necessary to make it  effective.  The Board may remove any
officer with or without  cause at any time.  Any such  removal  shall be without
prejudice  to  the  contractual  rights  of  the  officer,   if  any,  with  the
Corporation,  but the election or  appointment of an officer shall not of itself
create contract rights.  Any vacancy  occurring in any office of the Corporation
by death,  resignation,  removal or  otherwise  may be filled for the  unexpired
portion of the term by the Board at any regular or special meeting.

Section 4.3. Powers and Duties.  The officers of the Corporation shall have such
powers and perform such duties in the management of the  Corporation as shall be
stated in these  by-laws or in a resolution  of the Board of Directors  which is
not  inconsistent  with these  by-laws  and,  to the  extent  not so stated,  as
generally  pertain to their  respective  offices,  subject to the control of the
Board.

Section 4.4.  Chairman of the Board.  The Chairman of the Board,  if any,  shall
preside at all meetings of the Board of  Directors  and of the  shareholders  at
which he shall be  present.  He shall  have and may  exercise  such  powers  and
perform  such other duties as are assigned to him by the Board from time to time
or as may be provided by law.

Section 4.5.  Vice-Chairman  of the Board. In the absence of the Chairman of the
Board,  the  Vice-Chairman  of the Board or Vice- Chairmen of the Board, if any,
shall preside at all meetings of the Board of Directors and of the  shareholders
at which he or they shall be present. If there be more than one Vice-Chairman of
the Board,  the Board may determine the order in which the  Vice-Chairmen of the
Board shall so preside.  The  Vice-Chairman of the Board or Vice-Chairmen of the
Board shall have and may  exercise  such powers and perform such other duties as
are assigned to him or them by the Board from time to time or as may be provided
by law.

Section  4.6.  President.  In the  absence of the  Chairman of the Board and all
Vice-Chairmen  of the Board, if any, the President shall preside at all meetings
of the Board of Directors and of the  shareholders at which he shall be present;
he shall be the chief  executive  officer  and shall  have  general  charge  and
supervision  of the  business of the  Corporation;  and,  in  general,  he shall
perform all duties incident to the office of president of a corporation,  and in
addition  shall have and may  exercise  such other powers and perform such other
duties  as are  assigned  to him by the  Board  from  time  to time or as may be
provided by law.

Section 4.7.  Vice-Presidents.  The  Vice-President or Vice- Presidents,  at the
request of the President or in his absence or during his inability to act, shall
perform the duties of the President, and when so acting shall have the powers of
the President. If there be more than one Vice-President,  the Board of Directors
may determine which one or more of the Vice-Presidents shall perform any of such
duties;  or if such  determination  is not made by the Board,  the President may
make such determination; otherwise any of the Vice-Presidents may perform any of
such duties. The Vice-President

<PAGE>
or  Vice-Presidents  shall have and may  exercise  such other powers and perform
such other duties as are  assigned to him or them by the Board or the  President
from time to time or as may be provided by law.

Section  4.8.  Secretary.  The  Secretary  shall have the duty to record all the
proceedings  of the meetings of the  shareholders,  Board of  Directors  and any
committee in a book to be kept for that  purpose;  he shall see that all notices
are duly given in accordance  with the provision of these by-laws or as required
by law; he shall be  custodian of the records of the  Corporation;  he may affix
the  corporate  seal to any  document the  execution of which,  on behalf of the
Corporation,  is duly authorized,  and when so affixed may attest the same; and,
in general, he shall perform all duties incident to the office of secretary of a
corporation, and shall have and may exercise such other powers and shall perform
such other duties as are assigned to him by the Board or the President from time
to time or as may be provided by law.

Section 4.9.  Treasurer.  The Treasurer  shall have charge of and be responsible
for all funds,  securities,  receipts and disbursements of the Corporation,  and
shall  deposit or cause to be  deposited,  in the name of the  Corporation,  all
moneys  or other  valuable  effects  in such  banks,  trust  companies  or other
depositories  as shall,  from time to time, be selected by or under authority of
the Board of Directors;  if required by the Board,  he shall give a bond for the
faithful discharge of his duties,  with such surety or sureties as the Board may
determine;  he shall keep or cause to be kept full and  accurate  records of all
receipts and  disbursements  in books of the Corporation and shall render to the
President  and to the Board,  whenever  requested,  an account of the  financial
condition of the Corporation;  and, in general,  he shall perform all the duties
incident to the office of  treasurer  of a  corporation,  and shall have any may
exercise  such other powers and shall  perform such other duties as are assigned
to him by the Board or the President  from time to time or as may be provided by
law.

Section 4.10.  Other Officers.  The other officers of the  Corporation,  if any,
shall have such  authority  and  perform  such duties in the  management  of the
Corporation  as shall be stated in a resolution  of the Board of  Directors  and
which are not inconsistent with these by-laws, and, to the extent not so stated,
as generally pertain to their respective offices,  subject to the control of the
Board.

Section 4.11.  Fidelity Bonds. If required by the Board,  any officer shall give
the  Corporation a bond in a sum and with one or more sureties  satisfactory  to
the Board, for the faithful performance of the duties of his office, and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever  kind  in  his  possession  or  under  his  control  belonging  to  the
Corporation.

                                    ARTICLE V

                                 Indemnification

Section 5.1.  Indemnification.  The Corporation shall indemnify any person made,
or threatened to be made, a party to any action or proceeding,  whether civil or
criminal,  by reason of the fact that he, his  testator or intestate is or was a
director,  officer or employee of the  Corporation or serves or served any other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise in any capacity at the request of the Corporation  against judgments,
fines, amounts paid in settlement and reasonable expenses,  including attorneys'
fees actually and necessarily  incurred as a result of such action or proceeding
or any appeal  thereon to the full  extent  permitted  by the New York  Business
Corporation  Law.  Expenses  incurred in defending a civil or criminal action or
proceeding shall be paid by the Corporation in advance of the final  disposition
of such action or proceeding to the extent,  if any,  authorized by the Board in
accordance with the provisions of said Business Corporation Law, upon receipt of
an  undertaking  by or on behalf of the  director,  officer or employee to repay
such amount if it shall  ultimately be determined  that he is not entitled to be
indemnified  by the  Corporation as authorized in these by-laws or to repay such
amount to the extent the expenses so advanced by the Corporation or allowed by a
court exceed the indemnification to which he is entitled.  The Corporation shall
provide  such  other  indemnification  to  the  directors  and  officers  of the
Corporation as may, from time to time, be provided  pursuant to resolutions duly
adopted by the Board of Directors of the Corporation.
<PAGE>
                                   ARTICLE VI

              Forms of Certificates and Loss and Transfer of Shares

Section 6.1. Forms of Share Certificates. The shares of the Corporation shall be
represented by certificates or shall be uncertified  shares.  Certificates shall
be signed by the Chairman or a Vice-Chairman  of the Board or the President or a
Vice- President and the Secretary or an Assistant  Secretary or the Treasurer or
an Assistant Treasurer,  and may be sealed with the seal of the Corporation or a
facsimile  thereof.  The  signatures of the officers  upon a certificate  may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a  registrar  other than the  Corporation  itself or its  employee  or if the
shares  are  listed on a  registered  national  security  exchange.  In case any
officer  who has signed or whose  facsimile  signature  has been  placed  upon a
certificate  shall have ceased to be such  officer  before such  certificate  is
issued,  it may be issued by the Corporation  with the same effect as if he were
such officer at the date of issue.

Each  certificate  representing  shares  issued  by  the  Corporation  which  is
authorized  to issue shares of more than one class shall set forth upon the face
or back of the certificate,  or shall state that the Corporation will furnish to
any  shareholder  upon  request  and without  charge,  a full  statement  of the
designation,  relative rights, preferences and limitations of the shares of each
class authorized to be issued and the designation,  relative rights, preferences
and limitations of each series of any class of preferred shares authorized to be
issued in series so far as the same  have been  fixed and the  authority  of the
Board of Directors to designate  and fix the relative  rights,  preferences  and
limitations of other series.

Each certificate representing shares shall state upon the fact thereof:

(1) That the Corporation is formed under the laws of the State of New York;

(2) The name of the person or persons to whom issued; and

(3) The number and class of shares,  and the designation of the series,  if any,
which such certificate represents.

Unless otherwise provided by the articles of incorporation or these by-laws, the
Board of Directors of the Corporation may provide by resolution that some or all
of any or all classes and series of its shares shall be  uncertificated  shares,
provided  that  such  resolution  shall not  apply to  shares  represented  by a
certificate  until such certificate is surrendered to the Corporation.  Within a
reasonable  time after the issuance or transfer of  uncertificated  shares,  the
Corporation  shall  send  to the  registered  owner  thereof  a  written  notice
containing the  information  required to be set forth or stated on  certificates
pursuant to the two immediately preceding paragraphs of this section.  Except as
otherwise  expressly  provided by law, the rights and obligations of the holders
of  uncertificated  shares  and the  rights and  obligations  of the  holders of
certificates  representing  shares  of  the  same  class  and  series  shall  be
identical.

Section 6.2. Lost, Stolen or Destroyed Share Certificate.  Any person claiming a
certificate  for shares to be lost,  stolen or destroyed  shall furnish proof of
that fact  satisfactory  to an  officer of the  Corporation,  and shall give the
Corporation a bond of indemnity in form and amount and with one or more sureties
satisfactory  to such officer,  whereupon a new certificate may be issued of the
same  tenor and for the same  number of  shares as the one  alleged  to be lost,
stolen or destroyed.  The Board may at any time  authorize the issuance of a new
certificate  to replace a  certificate  alleged to be lost,  stolen or destroyed
upon such other lawful terms and conditions as the Board shall prescribe.

Section 6.3. Transfers of Shares.  Transfer of shares shall be made on the books
of the  Corporation  only  by the  person  named  in the  certificate  or by his
attorney, lawfully constituted in writing, and upon surrender of the certificate
therefor,  together  with such  evidence of the  payment of  transfer  taxes and
compliance with other provisions of law as the Corporation or its transfer agent
may require.

Section 6.4. Registered Shareholders. The Corporation shall be entitled to treat
the  holder of  record  of any  share or  shares of stock as the  holder in fact
thereof,  and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other  person,  whether or
not it shall have express or other notice thereof, save as expressly provided by
the laws of New York.

<PAGE>

                                   ARTICLE VII

                                  Other Matters

Section 7.1. Fiscal Year. The fiscal year of the  Corporation  shall be fixed by
the Board of Directors.

Section 7.2.  Corporate Seal. The Board of Directors may adopt a corporate seal,
alter  such seal at  pleasure,  and  authorize  it to be used by causing it or a
facsimile to be affixed or impressed or reproduced in any other manner.

Section 7.3. When Notice or Lapse of Time  Unnecessary.  Whenever for any reason
the Corporation or the Board of Directors or any committee thereof is authorized
to take any action after notice to any person or persons or after the lapse of a
prescribed  period of time,  such action may be taken without notice and without
the lapse of such  period of time if at any time  before or after such action is
completed  the  person  or  persons  entitled  to such  notice  or  entitled  to
participate  in the  action to be taken or,  in the case of a  shareholder,  his
attorney-in-fact, submit a signed waiver of notice of such requirements.

Section  7.4.  Books to be Kept.  The  Corporation  shall keep (a)  correct  and
complete  books and records of account,  (b) minutes of the  proceedings  of the
shareholders,  Board of  Directors  and  committees  thereof,  if any, and (c) a
current list of the directors and officers and their  residence  addresses;  and
the Corporation shall also keep at its principal office in the State of New York
or at the office of its transfer agent or registrar in the State of New York, if
any, a record containing the names and addresses of all shareholders, the number
and class of shares held by each and the dates when they respectively became the
owners of record thereof.  Any of the foregoing books, minutes or records may be
in written  form or in any other form  capable of being  converted  into written
form within a reasonable time.

Section 7.5. Interest of Directors and Officers in Transactions.  In the absence
of fraud,  no contract or other  transaction  between the Corporation and one or
more of its directors,  or between the  Corporation  and any other  corporation,
firm,  association  or other  entity in which one or more of its  directors  are
directors or officers, or have a substantial financial interest, shall be either
void or voidable, for this reason alone or by reason alone that such director or
directors  are present at the meeting of the Board,  or of a committee  thereof,
which approves such contract or transaction, or that their votes are counted for
such purpose:

(1) If the material  facts as to such  director's  interest in such  contract or
transaction  and as to any such common  directorship,  officership  or financial
interest  are  disclosed  in good faith or known to the Board of  Directors or a
committee  thereof,  and the  Board  or  committee  approves  such  contract  or
transaction by a vote sufficient for such purpose  without  counting the vote of
such  interested  director or, if the votes of the  disinterested  directors are
insufficient  to  constitute  an act of the  Board  under  Section  2.4 of these
by-laws, by unanimous vote of the disinterested directors; or

(2) If the material  facts as to such  director's  interest in such  contract or
transaction  and as to any such common  directorship,  officership  or financial
interest are  disclosed in good faith or known to the  shareholders  entitled to
vote  thereon,  and such  contract  or  transaction  is approved by vote of such
shareholders.

If such good faith disclosure of material facts as to the director's interest in
the contract or transaction and as to such common  directorship,  officership or
financial  interest is made to the  directors or  shareholders,  or known to the
Board of Directors or the committee or  shareholders  approving such contract or
transaction,  as provided above,  the contract or transaction may not be avoided
by the Corporation for the reasons set forth above.

If there was no such disclosure or knowledge,  or if the vote of such interested
director was  necessary for the approval of such  contract or  transaction  at a
meeting of the Board or committee at which it was approved,  the Corporation may
avoid the  contract or  transaction  unless the party or parties  thereto  shall
establish affirmatively that the contract or transaction was fair and reasonable
as to the  Corporation  at the time it was  approved  by the Board,  a committee
thereof or the shareholders.

Common or interested  directors may be counted in determining  the presence of a
quorum at a meeting of the Board or of a committee  which approves such contract
or transaction.


<PAGE>


Notwithstanding  the  foregoing,  no loan,  except  advances in connection  with
indemnification,  shall be made by the  Corporation to any director unless it is
authorized by vote of the shareholders. For this purpose, shares of the director
who would be the borrower shall not be shares entitled to vote.

Section 7.6.  Powers of Execution.

(a) All checks and other demands for money and notes and other  instruments  for
the  payment  of money  shall be signed on  behalf  of the  Corporation  by such
officer  or  officers  or by such  other  person  or  persons  as the  Board may
designate from time to time.

(b) All  contracts,  deeds  and  other  instruments  to  which  the  seal of the
Corporation  is  affixed  shall be signed on  behalf of the  Corporation  by the
Chairman of the Board, by the Vice Chairman of the Board,  by the President,  by
any Vice  President,  or by such  other  person  or  persons  as the  Board  may
designate  from  time to time,  and shall be  attested  by the  Secretary  or an
Assistant Secretary.

(c) All other contracts,  deeds and instruments shall be signed on behalf of the
Corporation by the Chairman of the Board,  by the Vice Chairman of the Board, by
the President,  by any Vice President, or by such other person or persons as the
Board or the President may designate from time to time.

(d) All shares of stock owned by the Corporation in other  corporations shall be
voted on behalf of the  Corporation  by the President or by such other person or
persons as the Board may designate from time to time.

Section 7.7. Notices. Whenever, under the provisions of these by-laws, notice is
required to be given to any director or shareholder, such notice may be given in
writing (a) in person,  (b) by mail, by depositing the same in the United States
mail, postage prepaid, addressed to such director or shareholder at such address
as  appears  on  the  records  of  the  Corporation  (or,  in  the  case  of any
shareholder, at such other address as he may have specified in a written request
filed with the  Secretary),  and such notice  shall be deemed to be given on the
day it is so mailed.

Section 7.8.  Amendment  of Bylaws.  Bylaws of the  Corporation  may be adopted,
amended or repealed by vote of the holders of the shares at any time entitled to
vote in the election of any  directors.  Bylaws may also be adopted,  amended or
repealed by the Board of  Directors  by the vote of a majority of the  directors
present at a meeting of the Board at which a quorum is  present,  but any by-law
adopted by the Board may be amended or repealed by the shareholders  entitled to
vote thereon as hereinabove provided.

If any by-law regulating an impending election of directors is adopted,  amended
or repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of  shareholders  for the  election of directors  the by-law so
adopted,  amended or repealed,  together with a concise statement of the changes
made.

                                  ARTICLE VIII

                           Operation as a Cooperative

Section 8.1. Effective Date. Effective June 25, 1995, the Corporation shall, for
federal  tax  purposes,  operate  on a  cooperative  basis  in  accordance  with
Subchapter T of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as
amended.

Section 8.2.  Members.  There shall be one class of members of this  cooperative
Corporation,  consisting  of the  holders  of its  voting  common  stock.  Those
eligible for  membership  shall  consist of producers of  agricultural  products
marketed by this  cooperative  Corporation  and other  cooperatives  having such
producers as their members.  All members of this cooperative  Corporation  shall
constitute patrons for purposes of its cooperative operations.

Section 8.3. Voting Rights. Each member of this cooperative Corporation shall be
entitled to cast one vote on any  corporate  action which is taken by membership
vote, regardless of the number of shares of the stock of the Corporation held by
such member.


<PAGE>


Section  8.4.  Membership  Nontransferable.  The  voting  common  stock  of this
cooperative Corporation shall not be transferable or salable to any person other
than the  Corporation  on such terms and  conditions  as its Board of  Directors
imposes.

Section 8.5.  Business with Non-Members.

(a)  The  value  of  business  which  this  cooperative  Corporation  does  with
non-members in any fiscal year shall not be as great as the value of business it
does with members during that year.

(b) This  cooperative  Corporation  may extend the  benefits of its  programs to
non-members which are producers of the agricultural products which it markets by
granting such  producers the status of  non-member  patrons.  Such status can be
conferred  by a vote of a majority of the entire  Board of Directors at either a
regular or special  meeting  and can be revoked in the same manner when the best
interests of this  cooperative  Corporation  will be served thereby.  Non-member
patrons may be required to pay assessments and must observe such other terms and
conditions  as may be determined by the Board.  In the event of  termination  or
withdrawal  of a  non-member  patron,  the Board  shall  cause this  cooperative
Corporation to pay any obligations due such non-member patron in accordance with
policies established by the Board. Termination or withdrawal shall not, however,
relieve such non-member  patron from its accrued  financial  obligations to this
cooperative Corporation, except as otherwise determined by the Board.

(c) This cooperative  Corporation may conduct business with non- members without
conferring  the  status of  patron  upon  them.  The  Board of  Directors  shall
establish  the terms and  conditions  of such  activity.  Such  business  may be
authorized if it is deemed that such activity can be construed to be in the best
interest of the members and is consistent with the Certificate of Incorporation,
these Bylaws, any rules and policies of the Board, and all applicable laws.

Section  8.6.  Operation  at Cost and  Capital  Contributions  of  Patrons.  The
operations  of this  cooperative  Corporation  shall  be  conducted  so that its
patrons will through their  patronage  furnish capital for the  Corporation.  To
assure that this cooperative  Corporation  operates on a service-at-cost  basis,
this  Corporation is obligated  annually to account on a patronage  basis to its
patrons for all amounts  received  from the  furnishing of services in excess of
operating expenses properly chargeable against the services furnished.

Section 8.7.  Patronage  Proceeds.  The patronage  proceeds of this  cooperative
Corporation  will be  determined  by the Board of Directors in  accordance  with
Subchapter T of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as
amended, and consistently applied generally accepted accounting principles.

Section 8.8.  Payment, Allocation and Retention of Patronage Proceeds.

(a)  Without  any  further  action  on the part of any  officer  or the Board of
Directors,  this  cooperative  Corporation  shall be  absolutely  liable for the
payment or  allocation  to each  patron of its pro rata  share of the  patronage
proceeds of the  Corporation.  Such payment or allocation  shall be accomplished
annually  within  8 1/2  months  after  the  close of each  fiscal  year of this
cooperative  Corporation.  Such  payment  or  allocation  shall be in  cash,  in
qualified  written notices of allocation or in  nonqualified  written notices of
allocation  (as  defined  in  Subchapter  T of  Chapter 1 of  Subtitle  A of the
Internal  Revenue  Code of 1986,  as amended),  as the Board of Directors  shall
determine  each  year.  If  payment  is made by  qualified  written  notices  of
allocation, at least 20% of the total patronage dividend shall be paid in cash.

(b) Upon such terms and conditions  and in such amounts as are deemed  advisable
in the discretion of the Board of Directors, a portion of the patronage proceeds
may be retained in this  cooperative  Corporation  for use as working capital or
for such other  purposes as may be determined by the Board.  Such portion of the
patronage  proceeds so retained  shall be allocated  among the patrons  entitled
thereto;  the balance of the patronage proceeds not so retained shall be paid in
cash.

Section 8.9.  Taxable Income of Patrons.  Each producer which hereafter  applies
for and is accepted for patron status in this  cooperative  Corporation and each
patron  of this  cooperative  Corporation  on the  effective  date set  forth in
Section 8.1 above which continues as a patron after such date shall, by such act
alone,  consent that any distributions  with respect to its patronage  occurring
after said date which are made in qualified  written  notices of allocation will
be taken  into  account  by it at their  stated  dollar  amounts  in the  manner
provided in Subchapter T of Chapter 1 of Subtitle A of the
<PAGE>
Internal Revenue Code of 1986, as amended,  in the taxable year(s) in which such
qualified written notices of allocation are received by it from the Corporation.

Section 8.10.  Non-Patronage Earnings.  Income derived from investments and from
business  activity with  non-patrons  shall be utilized in the operation of this
cooperative Corporation in such manner as may be determined from time to time by
the  Board  of  Directors.  Subject  to the  provisions  of the  Certificate  of
Incorporation,  these Bylaws, and applicable law, non-patronage dividends may be
declared and paid on the stock of this  Corporation  in such amounts and at such
times as the Board may determine.

Section  8.11.  Handling  of Losses.  Any losses  which may be  incurred by this
cooperative  Corporation shall be treated in such manner as may be determined by
the  Board  of  Directors  in  its  discretion,  taking  into  account  the  tax
consequences of such losses.

Section 8.12.  Dissolution.  The procedure for  dissolution of this  cooperative
Corporation shall be to convert all assets into cash
and then allocate the cash in the following order or priority:

(a) To pay the necessary costs of dissolution.

(b) To pay any remaining debts and obligations of this cooperative Corporation.

(c) To pay all  outstanding  written  notices of allocation on a pro rata basis,
without priority.

(d) To redeem any outstanding  capital stock of the Corporation  which has a par
value at its par value.

(e) To distribute any remaining  funds to the current and former patrons of this
cooperative  Corporation  in proportion  to their  respective  total  cumulative
patronage  business with it on and after the effective date specified in Section
8.1 above.

Section 8.13. Conflicts. In the event that any provision of this Article VIII is
inconsistent with any other provision of these Bylaws,  the terms and conditions
of this Article shall control the operations of this cooperative  Corporation on
and after the effective date specified in Section 8.1 above.