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                                  EXHIBIT 3(a)

                              AMENDED AND RESTATED
                      BY-LAWS OF HANOVER FOODS CORPORATION

    These Bylaws are adopted by this Corporation and are supplemental to the
  Pennsylvania Business Corporation Law of 1988 as it may from time to time be
                                    amended.


                               ARTICLE I. GENERAL

Section 1. office

The principal office of Hanover Foods Corporation (the "Company") shall be in
Penn Township, York County, Pennsylvania. (post Office Hanover, Pa.)

Section 2. Seal

The Company shall have a common seal containing the words "Hanover Foods
Corporation - Pennsylvania" in a circle within which the word "SEAL" is
contained.

Section 3. Fiscal Year

The fiscal year of the Company shall end with the close of business on the
Sunday nearest May 31st.

                            ARTICLE II. SHAREHOLDERS

Section 1. Place of Meetings

All meetings of the shareholders shall be held at the principal office of the
Company or at any other place, within or without the Commonwealth of
Pennsylvania, designated in the notice of the meeting.

Section 2. Annual Meeting

The annual meeting of the shareholders shall be held each year on a date and at
the time and place set by the Board of Directors; or if no date or time is set,
on the third Friday of August at 10:00 a.m.




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Section 3. Special Meetings

Special meetings of the shareholders may be called at any time by the Chairman,
or at the request of either a majority of the directors, or shareholders
representing twenty percent (201;) of the issued and outstanding Class B Common
Stock or that higher percentage prescribed by the Articles. At any time, upon
written request of any person entitled to call a special meeting, the Secretary
shall call a special meeting of the shareholders to be held at the time as the
Secretary may fix, not less than five (5) nor more than sixty (60) days after
the receipt of the request. If the Secretary does not call the meeting, the
person making the request may do so.

Section 4. Notice of Meetings

The Secretary shall give written notice of shareholders meetings to shareholders
of record entitled to vote at the meeting, at least five (5) days prior to the
date fixed for the meeting unless a greater period of notice in a particular
case is required by law. Ten (10) days notice shall be given if it is a special
meeting called to elect directors. Notice may be given either personally or by
mail, telegram, or facsimile to each shareholder at his address appearing on the
books of the Company. The notice shall specify the place, day, and hour of the
meeting and, in the case of a special meeting, the general nature of the
business to be transacted. No notice of an adjourned meeting or of the business
to be transacted at an adjourned meeting need be given other than by
announcement at the meeting at which adjournment is taken.

Section 5. Waiver of Notice

A waiver of notice in writing signed by the person entitled to notice, whether
before or after the time stated for the meeting, shall be deemed equivalent to
the giving of notice. Attendance of a person either in person or by proxy at any
meeting shall constitute a waiver of notice of the meeting, except where the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting was not
lawfully called or convened.

Section 6. Quorum

The presence in person or by proxy at a shareholders' meeting of a majority of
all votes entitled to be cast with respect to each class of stock shall
constitute a quorum. Shareholders present at a duly organized meeting can
continue to do business until adjournment, notwithstanding the withdrawal of
shareholders which leaves less than a quorum.



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Section 7. Adjournment of Meeting

If a meeting cannot be organized because a quorum has not attended, those
present may adjourn the meeting to any time and place they determine. In the
case of any meeting called for the election of directors, those present at the
adjourned meeting and who attend the second of any adjourned meetings, although
less than a quorum, shall nevertheless constitute a quorum for the purpose of
electing directors. Any meeting at which directors are to be elected shall be
adjourned only from day to day until the directors have been elected.

Section 8. Voting Power

All voting power incident to the Company's stock shall be vested in the holders
of the Class B common stock. The holders of the Class A common stock shall have
no right to vote at any meeting of shareholders, except as may be specifically
required by law or the Articles of the Company. All questions shall be decided
by the vote of the holders of shares constituting a majority of the voting power
of all shares represented and entitled to vote at any meeting unless otherwise
specifically provided by law or by the Articles of the Company.

Section 9. Proxies

Every shareholder may vote either in person or by proxy. Every proxy shall be
executed in writing by the shareholder or by his duly authorized attorney in
fact and filed with the Secretary of the Company. A proxy, unless coupled with
an interest, shall be revocable at will, not withstanding any other agreement or
any provision in the proxy to the contrary, but the revocation of a proxy shall
not be effective until notice thereof has been given to the Secretary of the
Company. No unnerved proxy shall be valid after eleven (11) months from the date
of its execution.

Section 10.  Determination of Shareholders of Record

The Board of Directors may set, in advance, a record date for the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or to receive payment of any dividend or to make a determination
of shareholders for any other proper purpose. The date, in any case, shall not
be prior to the close of business on the day the record date is fixed and shall
be not more than sixty (60) days, and in the case of a meeting of shareholders
not less than ten (10) days, before the date on which the meeting or particular
action requiring the determination of shareholders is to be held or taken.



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In lieu of fixing a record date, the Board of Directors may provide that the
stock transfer books shall be closed for a stated period but not longer than
twenty (20) days. If the stock transfer books are closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, the books shall be closed for at least ten (10) days before the
date of the meeting.

Section 11.  Voting Lists

The officer or agent having charge of the transfer books for shares of the
Company shall make a complete list of the shareholders entitled to vote at each
meeting of shareholders. The list shall be produced and kept open at the time
and place of the meeting, and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The list shall be arranged in
alphabetical order with the address of and the number of shares held by each
shareholder.

Section 12.  Presiding Officer

All meetings of the shareholders shall be called to order and presided over by
the Chairman, or in his absence, by the President, Vice President (in order of
seniority) or Secretary, or if none of them is present, by a chairman elected by
the shareholders. The officer presiding over a shareholders, meeting shall have
the right and authority to prescribe such rules, regulations and procedures and
to do all such acts and things as are necessary or desirable for the proper
conduct of the meetings at which he presides, including, without limitation, the
establishment of the procedures for the maintenance of order, safety,
limitations on the time allotted to questions or comments on the affairs of the
Company, restrictions on entry to any such meeting after the time prescribed for
the commencement thereof, and the opening and closing of the voting polls. The
revocation of a proxy shall not be effective until written notice thereof has
been given to the Secretary of the Company.

                             ARTICLE III. DIRECTORS

Section 1. Number

The business and affairs of the Company shall be managed by a Board of
Directors, who need not be residents of the Commonwealth of Pennsylvania or
shareholders of the Company. The Board of Directors shall have the power to fix
the number of directors and, from time to time, by proper resolution, to
increase or decrease the number without a vote of the shareholders, provided
that the number so determined shall not be less than seven (7) nor more than
fifteen (15).


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Section 2. Election and Term

Effective at the annual shareholders meeting to be held in 1997, the Board of
Directors shall be divided into four (4) classes, as nearly as equal in number
as possible, known as Class A, consisting of one (1) director, Class B,
consisting of two (2) directors, Class C, consisting of two (2) directors, and
Class D, consisting of two (2) directors. The Class A director shall serve until
the annual meeting of shareholders to be held in 1998. At the annual meeting of
shareholders to be held in 1998, the Class A director shall be elected for a
term of four (4) years and, after expiration of such term, shall thereafter be
elected every four (4) years for four (4) year terms. The Class B directors
shall serve until the annual meeting of shareholders to be held in 1999. At the
annual meeting of shareholders to be held in 1999, the Class B directors shall
be elected for a term of four (4) years and, after the expiration of such term,
shall thereafter be elected every four (4) years for four (4) year terms. The
Class C directors shall serve until the annual meeting of shareholders to be
held in 2000. At the annual meeting of shareholders to be held in 2000, the
Class C directors shall be elected for a term of four (4) years and, after the
expiration of such term, shall thereafter be elected every four (4) years for
four (4) year terms. The Class D directors shall serve until the annual meeting
of shareholders to be held in 2001. At the annual meeting of shareholders to be
held in 2001, the Class D directors shall be elected for a term of four (4)
years and, after the expiration of such term, shall thereafter be elected every
four (4) years for four (4) year terms. Each director shall serve until his
successor shall have been elected and shall qualify, even though his term of
office as herein provided has otherwise expired, except in the event of his
earlier death, resignation, removal or disqualification.

Section 3. Nominations

Nominations for election to the Board of Directors may be made by the Board of
Directors or by any shareholder of a class of stock entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
Board of Directors, shall be made in writing, and shall be delivered to the
Secretary not later than June 1 of the calendar year in which the meeting to
elect the director or directors is to be held. A nomination, other than those
made by or on behalf of the Board of Directors, shall contain or be accompanied
by the following:

         (a)      The name and address of each proposed nominee;

         (b)      The qualifications of each proposed nominee;

         (c)      All other information required by Schedule 14A adopted by the
                  Securities and Exchange Commission under the Securities
                  Exchange Act of 1934; and

         (d)      Written confirmation executed by the proposed nominee that
                  such proposed nominee has agreed to serve if elected.


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Nominations not made in accordance with this Section shall be disregarded by the
Chairman of the meeting and the judge or judges of election shall disregard all
votes cast for that nominee.

Section 4. Vacancies

Vacancies in the Board of Directors shall be filled by a majority vote of the
remaining members of the Board even though less than a quorum, and each person
so elected shall serve until his successor is elected. Any vacancy, including
vacancies resulting from death, resignation or an increase in the number of
directors may be filled by the vote of a majority of the remaining directors
though less than a quorum.

Section 5. Regular Meetings

The Board of Directors shall hold an annual meeting within two (2) days after
the annual meeting of the shareholders and may hold other meetings at any time
and place the Board may determine.

Section 6. Special Meetings

The Board of Directors may hold special meetings called by the Chairman, the
Secretary or a majority of the directors. Each meeting shall be held at a time
and place designated in the notice of the meeting.

Section 7. Notice of Meetings

Written notice of all meetings except the annual meeting of the Board of
Directors shall be given by, or at the direction of, the person calling the
meeting at least one (1) day prior to the day named for the meeting.

Section 8. Quorum

A majority of the directors in office shall constitute a quorum for the
transaction of business and the acts of a majority of the directors present at a
meeting at which a quorum is present shall be the acts of the Board of
Directors. If all directors consent in writing to any action to be taken by the
Company, that action shall be as valid a corporate action as though it had been
authorized at a meeting of the Board of Directors. The consent signed by all
directors shall be filed with the Secretary.


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Section 9. Powers of Board of Directors

Except as otherwise provided by law or by the Articles or by-laws of the
Company, all general and special powers of the Company shall be exercised by or
under the authority of the Board of Directors of the Company. The Board of
Directors may from time to time adopt regulations with respect to the powers and
duties of the officers of the Company and the conduct and management of the
Company's business as the Board deems proper.

Section 10.  Financial Reports to Shareholders

The Board of Directors shall cause a financial report as of the closing date of
the preceding fiscal year to be sent to the shareholders within 120 days after
the close of the Company's fiscal year. The report shall give a full, clear and
complete statement of the business and conditions of the Company. The report
shall set forth a balance sheet as of the closing date of the preceding fiscal
year together with a statement of income and profit and loss for the year ended
on that date prepared in the form ordinarily used by accountants for the
particular kind of business carried on by the Company. All reports shall be
verified by a certified public accountant who is not a director or full time
employee of the Company or by a firm of practicing public accountants, at least
one member of which is a certified public accountant.

Section 11.  Committees

The Board of Directors may from time to time appoint standing or special
committees as it may deem for the best interests of the Company. No committee
shall have any powers except that expressly conferred upon it by the Board of
Directors.

Section 12.  Personal Liability of Directors

A Director of this Company shall not be personally liable as such for monetary
damages for any action taken, or any failure to take any action, unless: (1) the
Director has breached or failed to perform the duties of his office in good
faith, in a manner he reasonably believes to be in the best interests of the
company, and with that care, including reasonable inquiry, skill and diligence,
a person of ordinary prudence would use under similar circumstances; and (2) the
breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness.

This section shall not limit a Director's liability for monetary damages to the
extent prohibited by the Pennsylvania Business Corporation Law of 1988.


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Section 13.  Mandatory Indemnification of Directors, and Officers

The Company shall indemnify any person who is or was a director or officer, or
is or was serving at the request of the company as a director or officer of
another corporation, or fiduciary of an employee benefit plan or trust
("Indemnified Person"), for direct third-party actions and derivative and
corporate actions to the maximum extent permitted by the Pennsylvania Business
Corporation Law of 1988 (as amended from time to time), the Directors Liability
Act or otherwise.

Expenses incurred in defending a civil or criminal action, suit or proceeding
shall be paid by the Company, in advance of the final disposition of any action,
suit or proceeding upon receipt of an undertaking by or on behalf of the
Indemnified Person to repay the amount if it is ultimately determined that he is
not entitled to be indemnified by the Company.

Persons who were directors or officers of the Company prior to the date these
by-laws are approved by the Board of Directors of the Company, but who do not
hold that office on or after such date, shall not be covered by this Section.

No indemnification or advancement or reimbursement of expenses shall be provided
to an indemnified Person (a) for expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, and amounts paid in
settlement) which have been paid directly to, or for the benefit of, the
Indemnified Person by an insurance carrier under a policy of officers, and
directors, liability insurance whose premiums are paid by the Company or by an
individual or entity other than the Indemnified Person; and (b) for amounts paid
in settlement of any threatened, pending or completed action, suit or proceeding
without the written consent of the Company, which shall not be unreasonably
withheld. 

The right of an Indemnified Person to be indemnified or to receive an
advancement or reimbursement of expenses (i) may be enforced as a contract right
pursuant to which the Indemnified Person may bring suit as if the right were set
forth in a separate written contract between the Corporation and the Indemnified
Person, (ii) to the fullest extent permitted by applicable law, is intended to
be retroactive and shall be available with respect to events occurring prior to
the adoption of this Article, and (iii) shall continue to exist after the
rescission or restrictive modification (as determined by the Indemnified Person)
of this Article with respect to events, acts or omissions occurring before the
rescission or restrictive modification is adopted.


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If a request for indemnification or for the advancement or reimbursement of
expenses is not paid in full by the Corporation within sixty (60) days after a
written claim has been received by the Corporation together with all supporting
information reasonably requested by the Corporation, the Indemnified Person may
thereafter bring suit to recover the unpaid amount of the claim (plus interest
at the prime rate announced from time to time by the Corporation's primary
banker) and, if successful, the expenses (including, but not limited to,
attorney's fees) of prosecuting the claim.

Nothing contained in this Article shall be construed to limit the rights and
powers the Corporation possesses under the Pennsylvania Business Corporation Law
of 1988 (as amended from time to time), the Directors' Liability Act or
otherwise, including, but not limited to, the powers to purchase and maintain
insurance, create funds to secure or insure its indemnification obligations, and
any other rights or powers the Corporation may otherwise have under applicable
law.

Section 14.  Telephone Meetings

Members of the Board of Directors and its committees may participate in meetings
by means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person at
the meeting.

Section 15.  Compensation

Directors may receive an annual fee for their services as directors. In
addition, a fixed sum and expenses of attendance, if any, may be allowed to
directors for attendance at each meeting of the Board of Directors or of any
committee. The amount of the fee, if any, shall be fixed by the Board of
Directors. A director shall not be precluded from serving the Company in any
other capacity and receiving compensation in that capacity.


                              ARTICLE IV. OFFICERS

Section 1.  Election of Officers and Agents

At its annual meeting, the Board of Directors shall elect a Chairman, a
President, one or more Vice Presidents as from time to time may be fixed by the
Board of Directors, a Secretary, a Treasurer, and one or more other officers as
the Board may deem proper. Any two or more offices may be held by the same
person.


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Section 2. Terms and Compensation

All officers shall be elected for the term and receive compensation as the Board
of Directors may determine. Unless the Board of Directors shall authorize or
approve a written contract for a longer term, each officer shall hold office
until the next annual meeting of the Board of Directors and until his successor
is elected and qualified. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interest of the Company will be served, but removal shall be without
prejudice to the contract rights, if any, of the person so removed.

Section 3. Chairman

The Chairman shall be the chief executive officer of the Company. He shall
preside at all meetings of shareholders and directors at which he is present. He
shall be ex-officio a member of all standing committees. He shall make reports
of the Company's business to the Board of Directors as the Board may require.
The Chairman shall be a member of the Board of Directors. He shall have the
duties and authority incident to the office of chief executive officer. The
Chairman shall also be the President of the Company unless another person has
been elected as president.

Section 4. President

The President shall perform such duties and have such authority as are
prescribed by the Chairman or the Board of Directors. In the event of the
incapacity of the Chairman to act, his duties shall be performed by the
President. The President need not be a member of the Board of Directors.

Section 5. Vice-Presidents

The Vice-Presidents shall have the duties and authority assigned to each of them
by the Chairman or the Board of Directors.

Section 6. Secretary

The Secretary shall attend the meetings of the shareholders and of the directors
and keep minutes thereof in suitable books. Unless some other person is
delegated to give notice, the Secretary shall send out notices of all meetings
of shareholders and of directors which may be called or held in accordance with
the provisions of the law and these by-laws. He shall perform all the usual
duties incident to the office of Secretary. He shall have custody of the
corporate seal.


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Section 7. Treasurer

The Treasurer shall have custody of the corporate funds of the Company and keep,
or cause to be kept, accurate accounts of all receipts and payments made in
books kept for that purpose. He shall deposit all money received in the name and
to the credit of the Company in depositories the Board of Directors may
designate. He shall give bond for the faithful discharge of his duties in an
amount and with sureties as the Board of Directors may require. He shall perform
the duties assigned to him by the Chairman or the officer designated by the
Board of Directors as the Chief Financial Officer of the Company.


                        ARTICLE V. EXECUTION OF DOCUMENTS

Section 1. Checks, Notes, Etc.

The Board of Directors shall from time to time designate the officers or agents
of the Company who shall have power, in its name, to sign and endorse checks and
other negotiable instruments and to borrow money for the Company, and in its
name, to make notes or other evidences of indebtedness.

Section 2. Other Documents

Unless otherwise authorized by the Board of Directors, all contracts, leases,
deeds, deeds of trust, mortgages, powers of attorney to transfer stock and for
other purposes, and all other documents requiring the seal of the Company shall
be executed for and on behalf of the Company by the Chairman, the President or
any Vice President, all of which shall be attested to by the Secretary, and the
corporate seal shall be affixed at his direction.


                  ARTICLE VI. SHARE CERTIFICATES AND TRANSFERS

Section 1. Share Certificates

Share certificates of the Company shall be in the form that the Board of
Directors may from time to time determine. Every share certificate shall be
signed by the Chairman, or in the absence of the Chairman, by the President, or
any other officer designated by the Board of Directors, and shall be
countersigned by the Secretary, or in the absence of the Secretary, by the
Treasurer, and sealed with the corporate seal.


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Section 2. Transfer of Shares

The shares of the capital stock of the Company shall, upon the surrender and
cancellation of the certificate or certificates representing the same, be
transferred upon the books of the Company at the request of the holder named in
the surrendered certificate in person or by his legal representatives or
attorney duly authorized by a written power of attorney filed with the Company's
transfer agent.

Section 3. Loss or Destruction of Share Certificate

In case of loss or destruction of a share certificate, another may be issued in
lieu thereof in the manner and upon those terms as the Board of Directors shall
authorize in each particular case.

Section 4. Transfer Agents and Registrars

The Board of Directors may appoint an incorporated bank or trust company to act
as registrar of transfers, and also an incorporated bank or trust company to act
as transfer agent. In that event no share certificate thereafter issued shall be
valid or binding upon the Company unless registered by one of the Company
registrars or countersigned by the Company transfer agent before being issued by
one of such registrars.


                             ARTICLE VII. AMENDMENTS

These by-laws may be altered or amended by a vote of a majority of the members
of the Board of Directors at any regular or special meeting duly convened after
notice of that purpose; subject, however, to the power of the shareholders to
change or repeal the by-laws at any annual or special meeting duly convened
after notice of that purpose.


                                        Hanover, Pennsylvania

DATE:   July 24, 1998

I hereby certify that the foregoing is a true and correct copy of the by-laws
(as amended) of Hanover Foods Corporation, a Pennsylvania corporation, and that
the by-laws are in full force and effect as of this date.




                                        /s/ Gary T. Knisely
                                        ------------------------------
                                            Gary T. Knisely, Secretary



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