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                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 01/15/1997
                                                             971015241 - 2296783



                      CERTIFICATE OF OWNERSHIP AND MERGER
                                       OF
                               DIG HOLDING CORP.
                            (a New York corporation)

                                      into

                            WHITE  ROSE FOODS, INC.
                            (a Delaware corporation)



It is hereby certified that:

         l. DIG Holding Corp. (hereinafter referred to as the "Corporation") is
a corporation of the State of New York, the laws of which permit a merger of a
corporation of that jurisdiction with a corporation of another jurisdiction.


         2.      The Corporation is the owns of 91.8% of the common (voting)
stock of White Rose Foods, Inc., and hereby merges itself into White Rose
Foods, Inc., a corporation of the State of Delaware.


         3.      The following is a copy of the resolutions adopted on the 27th
day of December, 1996, by the Board of Directors of the corporation to merge
the corporation into White Rose Foods, Inc.:


         RESOLVED that this corporation be reincorporated in the State of
         Delaware by merging itself into White Rose Foods, Inc. pursuant to the
         laws of the State of New York and the State of Delaware as hereinafter
         provided, so that the separate existence of this corporation shall
         cease as soon as the merger shall become effective, and thereupon this
         corporation and White Rose Foods, Inc. will become a single
         corporation, which shall continue to exist under, and be governed by,
         the laws of the State of Delaware.


         RESOLVED, that the terms and conditions of the proposed Merger are as
follows:


         (a)     From and after the effective time of the merger, all of the
estate, property, rights, privileges, powers, and franchises of this
corporation shall become vested in and be held by White Rose Foods, Inc. as
fully and entirely and without change or diminution as the same were before
held and enjoyed by this corporation, and White Rose Foods, Inc. shall assume
all of the obligations of this corporation.
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         (b)     Each share of common stock, [$.01 par value] of this
corporation which shall be issued and outstanding immediately prior to the
effective time of the merger shall be converted into .908386 issued and
outstanding share of common stock, [$.01 par value], of White Rose Foods, Inc.,
and, from and after the effective time of the merger, the holders of all of
said issued and outstanding shares of common stock of this corporation shall
automatically be and become holders of shares of White Rose Foods, Inc. upon
the basis above specified, whether or not certificates representing said shares
are then issued and delivered.


         (c)     After the effective time of the merger, each holder of record
of any outstanding certificate or certificates theretofore representing common
stock of this corporation may surrender the same to White Rose Foods, Inc. at
its office at 380 Middlesex Avenue, Carteret, New Jersey, 07008, and such
holder shall be entitled upon such surrender to receive in exchange therefor a
certificate or certificates representing a pro rata number of shares of common
stock of White Rose Foods, Inc.  Until so surrendered, each outstanding
certificate which prior to the effective time of the merger represented one or
more shares of common stock of this corporation shall be deemed for all
corporate purposes to evidence ownership of a pro rata number of shares of
common stock of White Rose Foods, Inc.


         (d)     From and after the effective time of the merger, the
Certificate of Incorporation and the By-Laws of White Rose Foods, Inc.  shall
be the Certificate of Incorporation and the By-Laws of White Rose Foods, Inc.
as in effect immediately prior to such effective time.


         (e)     The members of the Board of Directors and officers of White
Rose Foods, Inc. shall be the members of the Board of Directors and the
corresponding officers of White Rose Foods, Inc. immediately before  the
effective time of the merger.


         (f)     From and after the effective time of the merger, the assets
and liabilities of this corporation and of White Rose Foods, Inc.  shall be
entered on the books of White Rose Foods, Inc. at the amounts at which they
shall be carried at such time on the respective books of this corporation and
of White Rose Foods, Inc., subject to such inter-corporate adjustments or
eliminations, if any, as may be required to give effect to the merger; and,
subject to such action as may be taken by the Board of Directors of White Rose
Foods, Inc. in accordance with generally accepted accounting principles, the
capital and surplus of White Rose Foods, Inc. shall be equal to the capital and
surplus of this corporation and of White Rose Foods, Inc.


         RESOLVED that, in the event that the proposed merger shall not be
         terminated, the proper officers of this corporation be and they hereby
         are authorized and directed to make and execute a Certificate of
         Ownership and Merger setting forth a copy of these resolutions to
         merge itself into White Rose Foods, Inc. and the date of adoption
         thereof, and to cause the same to be filed and recorded as provided by
         law, and to do all acts and things whatsoever, within the States of
         New York and Delaware and any other appropriate jurisdiction,
         necessary or proper to effect this merger.
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         4.      The proposed merger herein certified has been adopted,
approved, certified, executed, and acknowledged by DIG Holding Corp. in
accordance with the laws under which it is organized.

Signed on December 27, 1996.

                                               WHITE ROSE FOODS, INC.



                                               By: /s/ Richard B. Neff        
                                                  ---------------------------   
                                                  Richard B. Neff              
                                                  Its Executive Vice President