AMENDED AND RESTATED
                   CERTIFICATE OF INCORPORATION
                                OF
                     Foodbrands America, Inc.


          FIRST:  The name of the Corporation is Foodbrands
America, Inc.

          SECOND:  The address of the Corporation's registered
office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle. 
The name of the Corporation's registered agent at such address is
The Corporation Trust Company.

          THIRD:  The purpose of the Corporation is to engage in
any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

          FOURTH:  The total number of shares of all classes of
capital stock which the Corporation shall have the authority to
issue is 100 shares of common stock with a par value of $.01 per
share.

          FIFTH:  In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is expressly
authorized to make, alter or repeal the By-laws of the
Corporation, subject to any specific limitation on such power
contained in any By-laws adopted by the stockholders.  Elections
of directors need not be by written ballot unless the By-laws of
the Corporation so provide.

          SIXTH:  A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the General Corporation Law of Delaware, or (iv) for any
transaction from which the director derived an improper personal
benefit.  If the General Corporation Law of Delaware is amended
to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law of Delaware, as
so amended.  Any repeal or modification of this Article Sixth by
the stockholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation existing
at the time of such repeal or modification.

          SEVENTH:  Each person who is or was a director or
officer of the Corporation, and each person who serves or served
at the request of the Corporation as a director or officer of
another enterprise, shall be indemnified by the Corporation in
accordance with, and to the fullest extent authorized by, the
General Corporation Law of Delaware as it may be in effect from
time to time.  This shall be in addition to and to the extent not
inconsistent with the indemnification provisions in the by-laws
of the Corporation.

          EIGHTH:  The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon the
stockholders herein are granted subject to this reservation.