Exhibit 21.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                                 INTERBAKE INC.


     1. The name of the corporation is Interbake Brands, Inc.

     2. The  address  of its  registered  office  in the  State of  Delaware  is
Corporation Trust Center, 1209 Orange Street, in the City Wilmington,  County of
New Castle.  The name of its registered agent as such address is The Corporation
Trust Company.

     3. The nature of the business or purposes to be conducted or promoted is:

     To engage in any  lawful  act or  activity  for which  corporations  may or
organized under the General Corporation Law of Delaware.

     In general,  to possess and exercise all the powers and privileges  granted
by the General Corporation on Law of Delaware or by any other law of Delaware or
by this  Certificate  of  Incorporation  together  with  any  powers  incidental
thereto, so far as such powers and privileges are necessary or convenient to the
conduct, promotion or attainment of the business or purposes of the corporation.

     4. The total number of share of stock which the corporation  shall have the
authority to issue is Ten Thousand (10,000); all of such shares shall be without
par value.

     5. The name and  mailing  address of the sole  incorporator  is as follows:
Saul Feiger, Esq., 152-18 Union Turnpike, Kew Garden Hills, New York 11367.

     6. The corporation is to have perpetual existence.

     7.  Elections of directors  need not be by written  ballot unless under the
by-laws of the corporation  shall so provide.  Meetings of  stockholders  may be
held within or without the State of Delaware,  as the by-laws may  provide.  The
books of the corporation may be kept (subject to any provision  contained in the
statutes)  outside  the  State of  Delaware  at such  place or  places as may be
designated  from time to time by the board of directors or in the by-laws of the
corporation.

     8. 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  stockholders
herein are granted subject to this reservation.

     9. 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 Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the director  derived any improper
personal benefit.

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     10. The corporation shall indemnify its officers, directors.  employees and
agents to the extent  permitted by the General  Corporation  Law of the State of
Delaware.

     I, THE  UNDERSIGNED,  being the  incorporator  hereinbefore  named, for the
purpose of forming a corporation  pursuant to the General Corporation Law of the
State of Delaware,  do make this  Certificate,  hereby  declaring and certifying
that  this  is my act and  deed  and the  facts  herein  stated  are  true,  and
accordingly have hereunto set my hand this 1lth day of September, 1996.


                                         ________________________
                                         SAUL FLIGER


<PAGE>

                               State of Delaware
                        Office of the Secretary of State


     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY  THE  ATTACHED  IS A  TRUE  AND  CORRECT  COPY  OF  THE  CERTIFICATE  OF
INCORPORATION OF "INTERBAKE BRANDS, INC.", FILED IN THIS OFFICE OF THE SIXTEENTH
DAY OF SEPTEMBER, A.D. 1996, AT 4:30 P.M.

     A CERTIFIED COPY OF THIS  CERTIFICATE  HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.

                                        ___________________________________
                                        EDWARD J. FREEL, SECRETARY OF STATE

AUTHENTICATION:  8110526

DATE:  09-19-96