BY LAWS
                                OF
                      DOUGHTIE'S FOODS, INC.

                       ARTICLE I - OFFICES

The office of the Corporation shall be located in the City, County and
State designated in the Certificate of Incorporation.  The Corporation may
also maintain offices at such other places within or without the United
States as the Board of Directors may, from time to time, determine.

               ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held
within five months after the close of the fiscal year of the Corporation,
for the purpose of electing directors, and transacting such other business
as may properly come before the meeting.

Section 2 - Special Meeting:

Special meetings of the shareholders may be called at any time by the Board
of Directors or by the President, and shall be called by the President or
the Secretary at the written request of the holders of twenty-five percent
(25%) of the shares then outstanding and entitled to vote thereat, or as
otherwise required by law.
 
Section 3 - Place of Meeting:

All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices
or waivers of notice of such meetings.
 
Section 4 - Notice of Meetings:

(a)  Except as otherwise provided by Statute, written notice of each
meeting of shareholders, whether annual or special, stating the time when
and place where it is to be held, shall be served either personally or by
mail, not less than ten or more than fifty days before the meeting, upon
each shareholder of record entitled to vote at such meeting, and to any
other shareholder to whom the giving of notice may be required by law. 
Notice of a special meeting shall also 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, action is proposed to be taken that would, if taken, entitle
shareholders to receive payment for their share pursuant to Statute, the
notice of such meeting shall include a statement of that purpose and to
that effect.  If mailed, such notice shall be directed to each such
shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously filed with
the Secretary of the Corporation a written request that notices intended
for him be mailed to some other address, in which case, it shall be mailed
to the address designated in such request.

(b)  Notice of any meeting need not be given to any person who may become
a shareholder of record after the mailing of such notice and prior to the
meeting, or to any shareholder who attends such meeting, in person or by
proxy, or to any waiver of notice either before or after such meeting. 
Notice of any adjourned meeting of shareholders need not be given, unless
otherwise required by statute.

Section 5 - Quorum:

(a)  Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments thereof
being hereinafter collectively referred to as the "Certificate of
Incorporation"), at all meetings of shareholders of the Corporation, the
presence at the commencement of such meetings in person or by proxy of
shareholders holding of record a majority of the total number of shares of
the Corporation then issued and outstanding and entitled to vote, shall be
necessary and sufficient to constitute a quorum for the transaction of any
business.  The withdrawal of any shareholder after the commencement of a
meeting shall have no effect on the existence of a quorum, after a quorum
has been established at such meeting.

(b)  Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes case by the
holders of shares entitled to vote thereon, may adjourn the meeting.  At
any such adjourned meeting at which a quorum is present, any business may
be transacted at the meeting as originally called if a quorum had been
present.

Section 6 - Voting:

(a)  Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors,
to be taken by vote of the shareholders, shall be authorized by a majority
of votes cast at a meeting of shareholders by the holders of shares
entitled to vote thereon.

(b)  Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of
stock of the Corporation entitled to vote thereat, shall be entitled to one
vote for each share of stock registered in his name on the books of the
Corporation.

(c)  Each shareholder entitled to vote or to express consent or dissent
without a meeting, may do so by proxy; provided; however, that the
instrument authorizing such proxy to act shall have been executed in
writing by the shareholder himself, or by his attorney-in-fact thereunto
duly authorized in writing.  No proxy shall be valid after the expiration
of eleven months from the date of its execution, unless the person
executing it shall have specified therein the length of time it is to
continue in force.  Such instrument shall be exhibited to the Secretary at
the meeting and shall be filed with the records of the Corporation.

(d)  Any resolution in writing, signed by all of the shareholders entitled
to vote thereon, shall be and constitute action by such shareholders to the
effect therein expressed, with the same force and effect as if the same had
been duly passed by unanimous vote at a duly called meeting of shareholders
and such resolution so signed shall be inserted in the Minute Book of the
Corporation under its proper date.

                 ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be seven (7),
unless and until otherwise determined by vote of a majority of the entire
Board of Directors.  The number of Directors shall not be less than three,
unless all of the outstanding shares are owned beneficially and of record
by less than three shareholders, in which even the number of directors
shall not be less than the number of shareholders permitted by statute.

(b)  Except as may otherwise, be provided herein or in the Certificate of
Incorporation, the members of the Board of Directors of the Corporation,
who need not be shareholders, shall be elected by a majority of the votes
cast at a meeting of shareholders, by the holders of shares, present or by
proxy, entitled to vote in the election.

(c)  Each director shall hold office until the annual meeting of the
shareholders next succeeding his election, and until his successor is
elected and qualified, or until his prior death, resignation or removal.

Section 2 - Duties and Powers:

The Board of Directors shall be responsible for the control and management
of the affairs, property and interests of the Corporation, and may exercise
all powers of the Corporation, except as are in the Certificate of
Incorporation or by statute expressly conferred upon or reserved to the
shareholders.

Section 3 - Annual and Regular Meetings Notice:

(a)  A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the shareholders, at the place
of such annual meeting of shareholders.

(b)  The Board of Directors, from time to time, may provide by resolution
for the holding of other regular meetings of the Board of Directors, and
may fix the time and place thereof.

(c)  Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the
meeting; provided, however, that in case the Board of Directors shall fix
or change the time or place of any regular meeting, notice of such action
shall be given to each director who shall not have been present at the
meeting at which such action was taken within the time limited, and in the
manner set forth in paragraph (b) Section 4 of this Article III, with
respect to special meeting, unless such notice shall be waived in the
manner set forth in paragraph (c) of such Section 4.

Section 4 - Special Meetings; Notice:

(a)  Special meetings of the Board of Directors shall be held whenever
called by the President or by one of the directors, at such time and place
as may be specified in the respective notices or waivers of notice thereof.

(b)  Except as otherwise required by statute, notice of special meetings
shall be mailed directly to each director, addressed to him at his
residence or usual place of business, at least two (2) days before the day
on which the meeting is to be held, or shall be sent to him at such place
by telegram, radio or cable, or shall be delivered to him personally or
given to him orally, not later than the day before the day on which the
meeting is to be held.  A notice, or waiver of notice, except as required
by Section 8 of this Article III, need not specify the purpose of the
meeting.

(c)  Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting prior thereto or
at its commencement, the lack of notice to him, or who submits a signed
waiver of notice, whether before or after the meeting.  Notice of any
adjourned meeting shall not be required to be given.

Section 5 - Chairman:

At all meetings of the Board of Directors, the Chairman of the Board, if
any and if present, shall preside.  If there shall be no Chairman, or he
shall be absent, then the President shall preside, and in his absence, a
Chairman chosen by the directors shall preside.

Section 6 - Quorum and Adjournments:

(a)  At all meetings of the Board of Directors, the presence of a majority
of the entire Board shall be necessary and sufficient to constitute a
quorum for the transaction of business, except as otherwise provided by
law, by the Certificate of Incorporation, or by these By-Laws.

(b)  A majority of the directors present at the time and place of any
regular or special meeting, although less than a quorum, may adjourn the
same from time to time without notice, until a quorum shall be present.

Section 7 - Manner of Acting:

(a)  At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any, which
he may hold.

(b)  Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these By-Laws, the action of a majority of the
directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors.  Any action authorized, in writing, by all
off the directors entitled to vote thereon and filed with the minutes of
the Corporation shall be the act of the Board of Directors with the same
force and effect as if the same had been passed by unanimous vote at a duly
called meeting of the Board.

Section 8 - Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in
the number of directors, or by reason of the death, resignation,
disqualification, removal (unless a vacancy created by the removal of a
director by the shareholders shall be filled by the shareholders at the
meeting at which the removal was effected) or inability to act of any
director, or otherwise, shall be filled for the unexpired portion of the
term by a majority vote of the remaining directors, though less than a
quorum, at any regular meeting or special meeting of the Board of Directors
called for that purpose.

Section 9 - Resignation:

Any director may resign at any time by giving written notice to the Board
of Directors, the president or the Secretary of the Corporation.  Unless
otherwise specified in such written notice, such resignation shall take
effect upon receipt thereof by the Board of Directors or such officer, and
the acceptance of such resignation shall not be necessary to make it
effective.

Section 10 - Removal:

Any director may be removed with or without cause at any time by the
affirmative vote of shareholders holding of record in the aggregate at
least a majority of the outstanding shares of the Corporation at a special
meeting of the shareholders called for that purpose, and may be removed for
cause by action of the Board.

Section 11 - Salary:

No stated salary shall be paid to directors, as such, for their services,
but by resolution of the Board of Directors a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board; provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

Section 12 - Contracts:

(a)  Any contract or other transaction between this Corporation and any
other Corporation shall be impaired, affected or invalidated, nor shall any
director be liable in any way by reason of the fact that any one or more of
the directors of this Corporation is or are interested in, or is a director
or officer, or are directors or officers of such other Corporation,
provided that such facts are disclosed or made known to the Board of
Directors.

(b)  Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no
director shall be liable in any way by reason of such interest, provided
that the fact of such interest be disclosed or made known to the Board of
Directors, and provided that the board of Directors shall authorize,
approve or ratify such contract or transaction by the vote (not counting
the vote of any such director) of a majority of a quorum, notwithstanding
the presence of any such director at the meeting at which such action is
taken.  Such director or directors may be counted in determining the
presence of a quorum at such meeting.  This Section shall not be construed
to impair or invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law (common, statutory
or otherwise) applicable thereto.

Section 13 - Committees:

An Executive Committee consisting of at least three (3) or more directors
may be designated by a resolution adopted by a majority of the number of
directors fixed by these Bylaws.  To the extent provided in such
resolution, such Executive Committee shall have and may exercise all of the
authority of the Board of Directors except to approve an amendment to the
Articles of Incorporation or a plan of merger or consolidation.  

Other committees with limited authority may be designated by resolution
adopted by a majority of the directors present at a meeting at which a
quorum is present.  
 
Regular meetings of any committee may be held without notice at such time
and place as shall be fixed by a majority of the committee.  Special
meetings of any committee may be called at the request of the President or
any member of the committee.  Notice of such special meetings shall be
given by the President or any member of any such committee and shall be
deemed duly given, or may be waived, as provided in Sections III and IV of
Article III. A majority of those present at any meeting at which a quorum
is present shall be the act of the committee, unless otherwise provided by
the Board of Directors.


                      ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election
            and Term of Office:

(a)  The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other officers, including a Chairman of
the Board of Directors, and one or more Vice Presidents, as the Board of
Directors may from time to time deem advisable.  Any officer other than the
Chairman of the Board of Directors may be, but is not required to be, a
director of the Corporation.  Any two or more offices may be held by the
same person.

(b)  The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the annual
meeting of shareholders.
 
(c)  Such officer shall hold office until the annual meeting of the Board
of Directors next succeeding his election, and until his successor shall
have been elected and qualified, or until his death, resignation or
removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors, or to the President or the Secretary
of the Corporation.  Unless otherwise specified in such written notice,
such resignation shall take effect upon receipt thereof by the Board of
Directors or by such officer, and the acceptance of such resignation shall
not be necessary to make it effective.

Section 3 - Removal:

Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.

Section 4 - Vacancies:

A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.

Section 5 - Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board
of Directors, each have such powers and duties as generally pertain to
their respective offices as well as such powers and duties as may be sent
forth in these by-laws, or may from time to time be specifically conferred
or imposed by the Board of Directors.  The President shall be the chief
executive officer of the Corporation.

Section 6 - Sureties and Bonds:

In case the Board of Directors shall require, any officer, employee or
agent of the Corporation shall execute to the Corporation a bond in such
sum, and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the Corporation,
including responsibility for negligence and for the accounting for al
property, funds or securities of the Corporation which may come into his
hands.

Section 7 - Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other Corporation,
any right or power of the Corporation as such shareholder (including the
attendance, acting and voting at shareholders' meetings and execution of
waivers, consents, proxies or other instruments) may be exercised on behalf
of the Corporation by the President, any Vice President, or such other
person as the Board of Directors may authorize.

                   ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:

(a)  The certificates representing shares of the Corporation shall be in
such form as shall be adopted by the Board of Directors, and shall be
numbered and registered in the order issued.  They shall bear the holder's
name and the number of shares, and shall be signed by (i) the Chairman of
the Board or the President or a Vice President, and (ii) the Secretary or
Treasurer, or any Assistant Secretary or Assistant Treasurer, an shall bear
the corporate seal.

(b)  No certificate representing shares shall be issued until the full
amount of consideration therefor has been paid, except as otherwise
permitted by law.

(c)  To the extent permitted by law, the Board of Directors may authorize
the issuance of certificates for fractions of a share which shall entitle
the holder to exercise voting rights, receive dividends and participate in
liquidating distributions, in proportion to the fractional holdings; or it
may authorize the payment in cash of the fair value of fractions of a share
as of the time when those entitled to receive such fractions are
determined: or it may authorize the issuance, subject to such conditions as
may be permitted by law, of scrip in registered or bearer form over the
signature of an officer or agent of the Corporation, exchangeable as
therein provided for full shares, but such scrip shall not entitle the
holder to any rights of shareholder, except as therein provided.

Section 2 - Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the
certificate representing the same.  The Corporation may issue a new
certificate in the place of any certificate theretofore issued by it,
alleged to have been lost or destroyed.  On production of such evidence of
loss or destruction as the Board of Directors in its discretion may
require, the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board
may direct, and with such surety or sureties as may be satisfactory to the
Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificate.  A
new certificate may be issued without requiring any such evidence or bond
when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 - Transfer of Shares:

(a) Transfers of shares of the Corporation shall be made on the share
records of the Corporation only by the holder of record thereof, in person
or by his duly authorized attorney, upon surrender for cancellation of the
certificate or certificates representing such shares, with an assignment or
power of transfer endorsed thereon or delivered therewith, duly executed,
with such proof of the authenticity of the signature an of authority to
transfer and of payment of the transfer taxes as the Corporation or its
agents may require.

(b)  The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize, any legal, equitable or other
claim to, or interest in, such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof,
except as otherwise expressly provided by law.

Section 4 - Record Date:

In lieu of closing the share records of the Corporation, the Board of
Directors may fix, in advance, a date not exceeding fifty days, nor less
than ten days, as the record date for the determination of shareholders
entitled to receive notice, of, or to vote at, any meeting of shareholders,
or to consent to any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividends, or
allotment of any rights, or for the purpose of any other action.  If no
record ate is fixed, the record date for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders shall be a
the close of business on the day next preceding the day on which notice is
given, or, if no notice is given, the day on which the meeting is held; 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 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 for herein, such determination shall apply to any
adjournment thereof, unless the directors fix a new record date for the
adjourned meeting.

                      ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any
funds available therefor, as often, in such amounts, and at such time or
times as the Board of directors may determine.

                    ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.

                  ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from
time to time by the Board of Directors.

                     ARTICLE IX - AMENDMENTS

Section 1 - By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal,
and new by-laws may be made, by the affirmative vote of shareholders
holding of record in the aggregate at least a majority of the outstanding
shares entitled to vote in the election of directors at any annual or
special meeting of shareholders, provided that the notice or waiver of
notice of such meeting shall have summarized or set forth in full therein,
the proposed amendment.

Section 2 - By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, by-laws of the Corporation; provided, however,
that the shareholders entitled to vote with respect thereto as in the
Article IX above provided may alter, amend or repeal by-laws made by the
Board of Directors, except that the Board of Directors shall have no power
to change the quorum for meetings of shareholders or of the Board of
Directors, or to change any provisions of the by-laws with respect to the
removal of directors or the filling of vacancies in the Board resulting
from the removal by the shareholders.  If any by-law regulating any
impending election of directors is adopted, amended or repeals by the Board
of Directors, there shall be set forth in the notice of the next meeting of
shareholders for the elections directors, the by-laws so adopted, amended
or repealed, together with a concise statement of the changes made.

                      ARTICLE X - INDEMNITY

(a)  Any person made a party to any action, suit or proceeding, by reason
of the fact that he, his testator or intestate representative is or was a
director, officer or employee of the Corporation, or of any Corporation,
shall be indemnified by the Corporation against the reasonable expenses,
including attorney's fees, actually and necessarily incurred by him in
connection with any appeal therein, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding, or in
connection with any appeal therein that such officer, director or employee
is liable for negligence or misconduct in the performance of his duties.

(b)  The foregoing right of indemnification shall not be deemed exclusive
of any other rights to which any officer or director or employee may be
entitled apart from the provisions of this section.
 
(c)  The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case
where there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.

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