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                                                                  Exhibit 3.1(b)



                           CERTIFICATE OF DESIGNATION
                                       OF
                        SERIES A PARTICIPATING CUMULATIVE
                                 PREFERRED STOCK

                                       OF

                          NABISCO GROUP HOLDINGS CORP.

                         Pursuant to Section 151 of the
                         General Corporation Law of the
                                State of Delaware


         We, James M. Kilts, President and Chief Executive Officer, and James A.
Kirkman III, Senior Vice President, General Counsel and Secretary, of Nabisco
Group Holdings Corp., a corporation organized and existing under the General
Corporation Law of the State of Delaware ("DELAWARE LAW"), in accordance with
the provisions thereof, DO HEREBY CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation of the Corporation, the Board of Directors on
March 13, 2000, adopted the following resolution creating a series of Preferred
Stock in the amount and having the designation, voting powers, preferences and
relative, participating, optional and other special rights and qualifications,
limitations and restrictions thereof as follows:

         SECTION 1. DESIGNATION AND NUMBER OF SHARES. The shares of such series
shall be designated as "Series A Participating Cumulative Preferred Stock, par
value $0.01 per share" (the "SERIES A PREFERRED STOCK"), and the number of
shares constituting such series shall be 4,400,000. Such number of shares of the
Series A Preferred Stock may be increased or decreased by resolution of the
Board of Directors; PROVIDED that no decrease shall reduce the number of shares
of Series A Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares issuable upon exercise or conversion of
outstanding rights, options or other securities issued by the Corporation.






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         SECTION 2.  DIVIDENDS AND DISTRIBUTIONS.

                  (a) The holders of shares of Series A Preferred Stock shall be
         entitled to receive, when, as and if declared by the Board of Directors
         out of funds legally available for the purpose, quarterly dividends
         payable on January 1, April 1, July 1 and October 1 of each year (each
         such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT
         DATE"), commencing on the first Quarterly Dividend Payment Date after
         the first issuance of any share or fraction of a share of Series A
         Preferred Stock, in an amount per share (rounded to the nearest cent)
         equal to the greater of $1.00 and subject to the provision for
         adjustment hereinafter set forth, 100 times the aggregate per share
         amount of all cash dividends or other distributions and 100 times the
         aggregate per share amount of all non-cash dividends or other
         distributions (other than a dividend payable in shares of Common Stock,
         par value $0.01 per share, of the Corporation (the "COMMON STOCK") or a
         subdivision of the outstanding shares of Common Stock (by
         reclassification or otherwise)), declared on the Common Stock since the
         immediately preceding Quarterly Dividend Payment Date, or, with respect
         to the first Quarterly Dividend Payment Date, since the first issuance
         of any share or fraction of a share of Series A Preferred Stock. If the
         Corporation shall at any time after March 13, 2000 (the "RIGHTS
         DECLARATION DATE") pay any dividend on Common Stock payable in shares
         of Common Stock or effect a subdivision or combination of the
         outstanding shares of Common Stock (by reclassification or otherwise)
         into a greater or lesser number of shares of Common Stock, then in each
         such case the amount to which holders of shares of Series A Preferred
         Stock were entitled immediately prior to such event under clause
         2(a)(ii) of the preceding sentence shall be adjusted by multiplying
         such amount by a fraction the numerator of which is the number of
         shares of Common Stock outstanding immediately after such event and the
         denominator of which is the number of shares of Common Stock that were
         outstanding immediately prior to such event.

                  (b) The Corporation shall declare a dividend or distribution
         on the Series A Preferred Stock as provided in paragraph 2(a) above
         immediately after it declares a dividend or distribution on the Common
         Stock (other than as described in clauses 2(a)(ii)(A) and 2(a)(ii)(B)
         above); PROVIDED that if no dividend or distribution shall have been
         declared on the Common Stock during the period between any Quarterly
         Dividend Payment Date and the next subsequent Quarterly Dividend
         Payment Date (or, with respect to the first Quarterly Dividend Payment
         Date, the period between the first issuance of any share or fraction of
         a share of Series A Preferred Stock and such first Quarterly Dividend
         Payment Date), a dividend of $1.00 per share on the Series A



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         Preferred Stock shall nevertheless be payable on such subsequent
         Quarterly Dividend Payment Date.

                  (c) Dividends shall begin to accrue and be cumulative on
         outstanding shares of Series A Preferred Stock from the Quarterly
         Dividend Payment Date next preceding the date of issue of such shares
         of Series A Preferred Stock, unless the date of issue of such shares is
         on or before the record date for the first Quarterly Dividend Payment
         Date, in which case dividends on such shares shall begin to accrue and
         be cumulative from the date of issue of such shares, or unless the date
         of issue is a date after the record date for the determination of
         holders of shares of Series A Preferred Stock entitled to receive a
         quarterly dividend and on or before such Quarterly Dividend Payment
         Date, in which case dividends shall begin to accrue and be cumulative
         from such Quarterly Dividend Payment Date. Accrued but unpaid dividends
         shall not bear interest. Dividends paid on shares of Series A Preferred
         Stock in an amount less than the total amount of such dividends at the
         time accrued and payable on such shares shall be allocated pro rata on
         a share-by-share basis among all such shares at the time outstanding.
         The Board of Directors may fix a record date for the determination of
         holders of shares of Series A Preferred Stock entitled to receive
         payment of a dividend or distribution declared thereon, which record
         date shall not be more than 60 days prior to the date fixed for the
         payment thereof.

         SECTION 3. VOTING RIGHTS. In addition to any other voting rights
required by law, the holders of shares of Series A Preferred Stock shall have
the following voting rights:

                  (a) Subject to the provision for adjustment hereinafter set
         forth, each share of Series A Preferred Stock shall entitle the holder
         thereof to 100 votes on all matters submitted to a vote of stockholders
         of the Corporation. If the Corporation shall at any time after the
         Rights Declaration Date pay any dividend on Common Stock payable in
         shares of Common Stock or effect a subdivision or combination of the
         outstanding shares of Common Stock (by reclassification or otherwise)
         into a greater or lesser number of shares of Common Stock, then in each
         such case the number of votes per share to which holders of shares of
         Series A Preferred Stock were entitled immediately prior to such event
         shall be adjusted by multiplying such number by a fraction the
         numerator of which is the number of shares of Common Stock outstanding
         immediately after such event and the denominator of which is the number
         of shares of Common Stock that were outstanding immediately prior to
         such event.




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                  (b) Except as otherwise provided herein or by law, the holders
         of shares of Series A Preferred Stock and the holders of shares of
         Common Stock shall vote together as a single class on all matters
         submitted to a vote of stockholders of the Corporation.

                  (c) (i) If at any time dividends on any Series A Preferred
         Stock shall be in arrears in an amount equal to six quarterly dividends
         thereon, the occurrence of such contingency shall mark the beginning of
         a period (herein called a "DEFAULT PERIOD") which shall extend until
         such time when all accrued and unpaid dividends for all previous
         quarterly dividend periods and for the current quarterly dividend
         period on all shares of Series A Preferred Stock then outstanding shall
         have been declared and paid or set apart for payment. During each
         default period, all holders of Preferred Stock and any other series of
         Preferred Stock then entitled as a class to elect directors, voting
         together as a single class, irrespective of series, shall have the
         right to elect two Directors.

                           (ii) During any default period, such voting right of
                  the holders of Series A Preferred Stock may be exercised
                  initially at a special meeting called pursuant to subparagraph
                  3(c)(iii) hereof or at any annual meeting of stockholders, and
                  thereafter at annual meetings of stockholders; PROVIDED that
                  neither such voting right nor the right of the holders of any
                  other series of Preferred Stock, if any, to increase, in
                  certain cases, the authorized number of Directors shall be
                  exercised unless the holders of 10% in number of shares of
                  Preferred Stock outstanding shall be present in person or by
                  proxy. The absence of a quorum of holders of Common Stock
                  shall not affect the exercise by holders of Preferred Stock of
                  such voting right. At any meeting at which holders of
                  Preferred Stock shall exercise such voting right initially
                  during an existing default period, they shall have the right,
                  voting as a class, to elect Directors to fill such vacancies,
                  if any, in the Board of Directors as may then exist up to two
                  Directors or, if such right is exercised at an annual meeting,
                  to elect two Directors. If the number which may be so elected
                  at any special meeting does not amount to the required number,
                  the holders of the Preferred Stock shall have the right to
                  make such increase in the number of Directors as shall be
                  necessary to permit the election by them of the required
                  number. After the holders of the Preferred Stock shall have
                  exercised their right to elect Directors in any default period
                  and during the continuance of such period, the number of
                  Directors shall not be increased or decreased except by vote
                  of the holders of Preferred Stock as herein provided or




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                  pursuant to the rights of any equity securities ranking senior
                  to or PARI PASSU with the Series A Preferred Stock.

                           (iii) Unless the holders of Preferred Stock shall,
                  during an existing default period, have previously exercised
                  their right to elect Directors, the Board of Directors may
                  order, or any stockholder or stockholders owning in the
                  aggregate not less than 10% of the total number of shares of
                  Preferred Stock outstanding, irrespective of series, may
                  request, the calling of a special meeting of holders of
                  Preferred Stock, which meeting shall thereupon be called by
                  the President, a Vice President or the Secretary of the
                  Corporation. Notice of such meeting and of any annual meeting
                  at which holders of Preferred Stock are entitled to vote
                  pursuant to this paragraph 3(c)(iii) shall be given to each
                  holder of record of Preferred Stock by mailing a copy of such
                  notice to him at his last address as the same appears on the
                  books of the Corporation. Such meeting shall be called for a
                  time not earlier than 20 days and not later than 60 days after
                  such order or request or in default of the calling of such
                  meeting within 60 days after such order or request, such
                  meeting may be called on similar notice by any stockholder or
                  stockholders owning in the aggregate not less than 10% of the
                  total number of shares of Preferred Stock outstanding,
                  irrespective of series. Notwithstanding the provisions of this
                  paragraph 3(c)(iii), no such special meeting shall be called
                  during the period within 60 days immediately preceding the
                  date fixed for the next annual meeting of stockholders.

                           (iv) In any default period, the holders of Common
                  Stock, and other classes of stock of the Corporation if
                  applicable, shall continue to be entitled to elect the whole
                  number of Directors until the holders of Preferred Stock shall
                  have exercised their right to elect two Directors voting as a
                  class, after the exercise of which right (x) the Directors so
                  elected by the holders of Preferred Stock shall continue in
                  office until their successors shall have been elected by such
                  holders or until the expiration of the default period, and (y)
                  any vacancy in the Board of Directors may (except as provided
                  in paragraph 3(c)(ii) hereof) be filled by vote of a majority
                  of the remaining Directors theretofore elected by the holders
                  of the class of stock which elected the Director whose office
                  shall have become vacant. References in this paragraph 3(c) to
                  Directors elected by the holders of a particular class of
                  stock shall include Directors elected by such Directors to
                  fill vacancies as provided in clause (y) of the foregoing
                  sentence.




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                           (v) Immediately upon the expiration of a default
                  period, (x) the right of the holders of Preferred Stock as a
                  class to elect Directors shall cease, (y) the term of any
                  Directors elected by the holders of Preferred Stock as a class
                  shall terminate, and (z) the number of Directors shall be such
                  number as may be provided for in the certificate of
                  incorporation or bylaws irrespective of any increase made
                  pursuant to the provisions of paragraph 3(c)(ii) hereof (such
                  number being subject, however, to change thereafter in any
                  manner provided by law or in the certificate of incorporation
                  or bylaws). Any vacancies in the Board of Directors effected
                  by the provisions of clauses (y) and (z) in the preceding
                  sentence may be filled by a majority of the remaining
                  Directors.

                  (d) The Certificate of Incorporation of the Corporation shall
         not be amended in any manner (whether by merger or otherwise) so as to
         adversely affect the powers, preferences or special rights of the
         Series A Preferred Stock without the affirmative vote of the holders of
         a majority of the outstanding shares of Series A Preferred Stock,
         voting separately as a class.

                  (e) Except as otherwise provided herein, holders of Series A
         Preferred Stock shall have no special voting rights, and their consent
         shall not be required for taking any corporate action.

         SECTION 4.  CERTAIN RESTRICTIONS.

                  (a) Whenever quarterly dividends or other dividends or
         distributions payable on the Series A Preferred Stock as provided in
         Section 2 are in arrears, thereafter and until all accrued and unpaid
         dividends and distributions, whether or not declared, on outstanding
         shares of Series A Preferred Stock shall have been paid in full, the
         Corporation shall not:

                           (i) declare or pay dividends on, or make any other
                  distributions on, any shares of stock ranking junior (either
                  as to dividends or upon liquidation, dissolution or winding
                  up) to the Series A Preferred Stock;

                           (ii) declare or pay dividends on, or make any other
                  distributions on, any shares of stock ranking on a parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the Series A Preferred Stock, except
                  dividends paid ratably on the Series A



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                  Preferred Stock and all such other parity stock on which
                  dividends are payable or in arrears in proportion to the total
                  amounts to which the holders of all such shares are then
                  entitled;

                           (iii) redeem, purchase or otherwise acquire for value
                  any shares of stock ranking junior (either as to dividends or
                  upon liquidation, dissolution or winding up) to the Series A
                  Preferred Stock; PROVIDED that the Corporation may at any time
                  redeem, purchase or otherwise acquire shares of any such
                  junior stock in exchange for shares of stock of the
                  Corporation ranking junior (as to dividends and upon
                  dissolution, liquidation or winding up) to the Series A
                  Preferred Stock; or

                           (iv) redeem, purchase or otherwise acquire for value
                  any shares of Series A Preferred Stock, or any shares of stock
                  ranking on a parity (either as to dividends or upon
                  liquidation, dissolution or winding up) with the Series A
                  Preferred Stock, except in accordance with a purchase offer
                  made in writing or by publication (as determined by the Board
                  of Directors) to all holders of Series A Preferred Stock and
                  all such other parity stock upon such terms as the Board of
                  Directors, after consideration of the respective annual
                  dividend rates and other relative rights and preferences of
                  the respective series and classes, shall determine in good
                  faith will result in fair and equitable treatment among the
                  respective series or classes.

                  (b) The Corporation shall not permit any subsidiary of the
         Corporation to purchase or otherwise acquire for value any shares of
         stock of the Corporation unless the Corporation could, under paragraph
         4(a), purchase or otherwise acquire such shares at such time and in
         such manner.

         SECTION 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock
redeemed, purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock without designation as to series and may be
reissued as part of a new series of Preferred Stock to be created by resolution
or resolutions of the Board of Directors as permitted by the Certificate of
Incorporation or as otherwise permitted under Delaware Law.

         SECTION 6. LIQUIDATION, DISSOLUTION AND WINDING UP. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made


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(1) to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A Preferred Stock shall
have received $1.00 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment; PROVIDED that the holders of shares of Series A Preferred Stock
shall be entitled to receive an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the aggregate
amount to be distributed per share to holders of Common Stock, or (2) to the
holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all such
other parity stock in proportion to the total amounts to which the holders of
all such shares are entitled upon such liquidation, dissolution or winding up.
If the Corporation shall at any time after the Rights Declaration Date pay any
dividend on Common Stock payable in shares of Common Stock or effect a
subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under the proviso in clause (1) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         SECTION 7. CONSOLIDATION, MERGER, ETC. If the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash or any other property, then in any such case the shares of
Series A Preferred Stock shall at the same time be similarly exchanged for or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash or any other property, as the case may be, into which or for
which each share of Common Stock is changed or exchanged. If the Corporation
shall at any time after the Rights Declaration Date pay any dividend on Common
Stock payable in shares of Common Stock or effect a subdivision or combination
of the outstanding shares of Common Stock (by reclassification or otherwise)
into a greater or lesser number of shares of Common Stock, then in each such
case the amount set forth in the preceding sentence with respect to the exchange
or change of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.




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         SECTION 8.  NO REDEMPTION.  The Series A Preferred Stock shall not be
redeemable.

         SECTION 9. RANK. The Series A Preferred Stock shall rank junior (as to
dividends and upon liquidation, dissolution and winding up) to all other series
of the Corporation's preferred stock except any series that specifically
provides that such series shall rank junior to the Series A Preferred Stock.

         SECTION 10. FRACTIONAL SHARES. Series A Preferred Stock may be issued
in fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.




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         IN WITNESS WHEREOF, we have executed and subscribed this Certificate
this 15th day of March, 2000.



                                    /s/ James M. Kilts
                               --------------------------------------------
                               Name:    James M. Kilts
                               Title: President and Chief Executive Officer

Attest:



       /s/ James A. Kirkman III
----------------------------------------
Name:    James A. Kirkman III
Title:   Senior Vice President,
           General Counsel and Secretary




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