CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                               SYNERGY BRANDS INC.

     Synergy Brands Inc. (the  "Corporation"),  organized and existing under and
by virtue of the General  Corporation  Law of the State of Delaware (the "DGCL")
does hereby certify:

FIRST:  That the Board of Directors of the Corporation duly adopted  resolutions
setting forth the following amendment to the Certificate of Incorporation of the
Corporation  (the  "Amendment'),  declaring  the  Amendment to be advisable  and
calling for the submission of the proposed  Amendment to the stockholders of the
Corporation for consideration thereof. The resolution setting forth the proposed
Amendment is as follows:

ARTICLE  FOURTH of the  Certificate of  Incorporation  of Synergy Brands Inc., a
Delaware  corporation,  is  hereby  amended  by  adding  thereto  the  following
paragraphs to read as follows:

Reverse Split

(i) Effective  immediately  upon the filing of this Amendment to the Certificate
of  Incorporation  in the  office  of the  Secretary  of State  of the  State of
Delaware,  each outstanding  share of previously  existing Common Stock shall be
and hereby is converted into and  reclassified as one-fifth of a share of Common
Stock;  provided,  however,  that fractional  shares of Common Stock will not be
issued and each holder of a fractional  share of Common  Stock shall  receive in
lieu thereof a cash payment from the Corporation  determined by multiplying such
fractional  share of Common  Stock by the  average  closing  price of a share of
previously  existing  Common  Stock on the NASDAQ  Small Cap Market for the five
trading days immediately preceding the effective date, and upon such other terms
as the  officers  of the  Corporation,  in  their  sole  discretion,  deem to be
advisable and in the best interests of the Corporation.

(ii) Certificates  representing reclassified shares are hereby canceled and upon
presentation  of the  canceled  certificates  to the  Corporation,  the  holders
thereof shall be entitled to receive certificate(s)  representing the new shares
into which such canceled shares have been converted.

SECOND:  That the Amendment was submitted for shareholder  approval and received
consent of a majority of  stockholders  by written  consent  with notice of such
approval sent by mail to all other  shareholders  in compliance with Section 228
of the DGCL.

THIRD:  That the Amendment was duly adopted in accordance with the provisions of
Section 242 of the DGCL.

FOURTH:  That the Amendment  shall be effective on the date this  Certificate of
Amendment  is filed  and  accepted  by the  Secretary  of State of the  State of
Delaware.

IN WITNESS WHEREOF,  the Corporation has caused this certificate to be signed by
Mair Faibish,  its Chief Executive  Officer,  and attested by Mitchell Gerstein,
its Secretary, this day of , 2001.

                                                       SYNERGY BRANDS INC.

                                                       By:
                                                          ----------------
                                                          Mair Faibish, CEO

ATTEST:
                  -----------------
                  Mitchell Gerstein
                  Secretary
                                     EX-3.1