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                                                                     EXHIBIT 3.4

                           NASH-FINCH COMPANY BY-LAWS

                             RESTATED JULY 26, 1983

                                    ARTICLE I
                                      STOCK

     1. A certificate of stock shall be issued to each holder of fully paid
stock, in numerical order, signed by the President or Executive Vice President,
or by a Vice President, and by the Secretary or Assistant Secretary.  [Amended
5-9-95]

     2. A transfer of stock shall be made only upon the books of the Company and
before a new certificate is issued, the old certificate must be surrendered for
cancellation.

     3. Stock of the Company which shall have been purchased by it and held in
the treasury shall be subject to disposal by the Board of Directors, but, while
held by the Company, shall not be voted, nor shall it participate in the
dividends or profits of the Company; provided that such stock may participate in
any stock split in the form of a stock dividend.  [Amended 9-1-83]

                                   ARTICLE II
                     STOCKHOLDERS AND STOCKHOLDERS MEETINGS

     1. The annual meeting of the stockholders of this Company for the election
of directors and the transaction of such other business as may properly be
brought before such meeting shall be held in April or May of each year, the date
and time of such annual meeting to be determined by the Board of Directors not
less than 60 days before the date of such meeting.  All meetings of the
stockholders shall be held in the County of Hennepin, State of Minnesota, at
such place as may be fixed from time to time by the Board of Directors, or at
such other place either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting.  [Amended 11-21-95.]

     2. The holders of a majority of the stock issued and outstanding, and
entitled to vote thereat, present in person, or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders for
the transaction of business 

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except as otherwise provided by law, by the certificate of incorporation or by
these by-laws. If, however, such majority shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or by proxy, shall have power to adjourn the meeting from time
to time without notice other than announcement at the meeting, until the
requisite amount of voting stock shall be present. At such adjourned meeting at
which the requisite amount of voting stock shall be represented any business may
be transacted which might have been transacted at the meeting as originally
notified. Any question coming before a meeting at which a quorum is present
shall be decided by a majority vote of the stock issued and outstanding and
entitled to vote thereat, then present in person or represented by proxy, unless
the question is one upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.

     3. At any meeting of the stockholders each stockholder shall be entitled to
one vote in person or by written proxy for each share of the capital stock
having voting power held by such stockholder.

     4. Written or printed notice of annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote thereat
at such address as appears on the stock ledger of the Company not less than 20
days nor more than 60 days before the date of meeting.

     5. The officer who has charge of the stock ledger of the Company shall
prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to the
meeting, either at a place within the county where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified in the notice of the meeting, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.


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     6. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the certificate of incorporation,
may be called at any time only by the President or by an affirmative vote of
two-thirds (2/3) of the full Board of Directors at any regular or special
meeting of the Board of Directors called for that purpose.  [Amended 5-9-95]

     7. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

     8. Written notice of a special meeting stating the place, date and hour of
the meeting and the purpose or purposes for which the meeting is called, shall
be given not less than 10 nor more than 60 days before the date of such meeting,
to each stockholder entitled to vote at such meeting.

     9. No action shall be taken by the stockholders except in an annual or
special meeting as provided for in this Article II.

                                   ARTICLE III
                                    DIRECTORS

     1. The property and business of this Company shall be managed by its Board
of Directors, not less than nine (9) nor more than seventeen (17) in number,
which number shall be determined by the Board of Directors from time to time and
no fewer than two (2) of whom are neither former officers nor present full-time
employees of Nash-Finch Company and its subsidiaries. The directors shall be
classified with respect to their terms of office by dividing them into three
classes (Classes A, B and C) with each class being as nearly equal in number as
possible. The terms of office of the directors initially classified as Class A
shall expire at the annual meeting of stockholders to be held in 1986; the terms
of those classified as Class B shall expire at the annual meeting of
stockholders to be held in 1985; and the terms of those classified as Class C
shall expire at the annual meeting of stockholders to be held in 1984. At each
annual meeting of stockholders after such initial classification, directors of
the class whose term is expiring will be elected to hold office until the third
succeeding annual meeting (or, for terms of approximately three years).
Directors shall hold office until the expiration of the terms for which they
were elected and qualified; provided, however, that a director may be removed
from office at any time but only (i) for cause, and (ii) then upon the
affirmative vote of the holders of three-fourths (3/4) of all outstanding shares
entitled to vote.


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     2. If the office of any director or directors becomes vacant by reason of
death, resignation, retirement, disqualification, removal from office, increase
in the number of directors, or otherwise, a majority of the remaining directors,
though less than a quorum, at a meeting called for that purpose, may choose a
successor or successors, or new director or directors in the event of an
increase in the number of directors, who shall hold office until the expiration
of the term of the class for which appointed and until a successor shall be
elected and shall qualify.

     3. In addition to the powers and authorities by these by-laws expressly
conferred upon it, the Board of Directors may exercise all such powers of the
Company and do all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.

     4. The Board of Directors may, by resolution or resolutions passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more directors of the Company, which, to the extent provided
in said resolution or resolutions, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the Company,
and may have power to authorize the seal of the Company to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.

     5. The Board of Directors, at its first meeting after each annual meeting
of stockholders, shall elect a director to serve as Board Chair.  The director
so elected shall not, by virtue of such election, be deemed to be an officer of
the Company pursuant to Article VI hereof.  An officer of the Company, elected
by the Board of Directors under the provisions of said Article VI, however, may
be elected to serve as the Board Chair.  The Board Chair shall preside at all
meetings of the stockholders and Board of Directors and otherwise shall have
such duties and responsibilities as may be assigned from time to time by the
Board of Directors.  During the absence or disability of the Board Chair, the
Board of Directors shall designate another director to discharge the duties of
the Board Chair.  [Added 5-9-95]


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                                   ARTICLE IV
                              MEETINGS OF THE BOARD

     1. Each newly elected Board of Directors shall hold its first and annual
meeting immediately following the annual meeting of the stockholders at a place
designated by the Board, or they may meet at such place and time as shall be
fixed by the consent in writing of all the directors. No notice of such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting; provided, however, that a majority of the whole Board shall be
present.

     2. Meetings of the Board of Directors other than the annual meeting, may be
called at any time by the Board Chair, President or Secretary, or in their
absence by the Executive Vice President, or by any Vice President or on the
written request of any three directors; on one day's notice to each director,
either personally or by mail or by telegram. Unless otherwise fixed by the
Board, such meetings shall be held at the office of the Company in Edina,
Minnesota.  [Amended 5-9-95]

     3. At all meetings of the Board a majority of directors shall be necessary
and sufficient to constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation or by
these by-laws.

     4. Unless otherwise restricted by the certificate of incorporation or these
by-laws, any actions required or permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof, may be taken without a meeting,
if all members of the Board or the committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or the committee.

     5. Unless otherwise restricted by the certificate of incorporation, the
Board of Directors shall have the authority to fix the compensation of
directors.


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                                    ARTICLE V
                                 INDEMNIFICATION
                         [Amended and restated 3-16-87]

SECTION 1. RIGHT TO INDEMNIFICATION.

Every person who was or is a party or is threatened to be made a party to or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Corporation or, while a director
or officer of the Corporation, is or was serving at the request of the
Corporation or for its benefit as a director, officer, employee or agent of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, including any employee benefit plan, shall be
indemnified and held harmless by the Corporation to the fullest extent legally
permissible under the General Corporation Law of the State of Delaware in the
manner prescribed therein, from time to time, against all expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection therewith. Similar indemnification may
be provided by the Corporation to an employee or agent of the Corporation who
was or is a party or is threatened to be made a party to or is involved in any
such threatened, pending or completed action, suit or proceeding by reason of
the fact that he is or was an employee or agent of the Corporation or is or was
serving at the request of the Corporation or for its benefit as a director,
officer, employee, or agent of another corporation or as its representative in a
partnership, joint venture, trust or other enterprise, including any employee
benefit plan.  

SECTION 2. OTHER INDEMNIFICATION.

The rights of indemnification conferred by the Article shall not be exclusive
of, but shall be in addition to, any other rights which such directors,
officers, employees or agents may have or hereafter acquire and, without
limiting the generality of such statement, they shall be entitled to their
respective rights of indemnification under any by-law, agreement, vote of
stockholders, provisions or law or otherwise, as well as their rights under this
Article.


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SECTION 3. INDEMNIFICATION AGREEMENT.

The Company shall have the express authority to enter such agreements as the
Board of Directors deems appropriate for the indemnification of present or
future directors or officers of the Company in connection with their service to,
or status with, the Company or any other corporation, entity or enterprise with
whom such person is serving at the express written request of the Company.

                                   ARTICLE VI
                                    OFFICERS

     1. The Board of Directors, at its first meeting after each annual meeting
of stockholders, shall elect the corporate officers of the Company.  [Amended 5-
13-86]

     2. The corporate officers of the Company shall be a President, as many Vice
Presidents (some of whom may be designated Senior Vice Presidents) as may be
deemed necessary; such Assistant Vice Presidents as may be deemed necessary; a
Secretary and such Assistant Secretaries as may be deemed necessary; a Treasurer
and such Assistant Treasurers as may be deemed necessary; and a Controller and
such Assistant Controllers as may be deemed necessary.  [Amended 5-13-86]

     3. The Board of Directors may elect such other corporate officers and 
agents as it shall deem necessary, including an Executive Vice President, and 
one or more operating officers (who may be designated Vice Presidents, but 
who shall not be corporate officers). Such other corporate and operating 
officers and agents shall hold their offices for such terms, shall exercise 
such powers and perform such duties as shall be determined from time to time 
by the Board; provided, however, that operating officers shall exercise only 
such powers and perform only such duties as may be determined by the Board 
and shall not have authority to exercise the powers or discharge the duties 
of any corporate officer. Unless expressly stated to the contrary, any 
reference in these By-Laws to officers, by title or otherwise, other than in 
this Paragraph 3 of Article VI, shall be deemed to mean corporate officers.  
[Amended 5-9-95]

     4. The President must be a director but no other officer need be a
director.  Any two offices may be held by the same person.  [Amended 5-9-95]


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     5. The President shall be the Chief Executive Officer of the corporation;
he shall have general and active management of the business of the corporation,
shall see that all orders and resolutions of the Board are carried into effect
and shall perform such other duties as the Board shall prescribe. He shall
possess power to sign all certificates, contracts and other instruments of the
corporation.  [Amended 5-9-95]

     6. [Rescinded 5-9-95]

     7. During the absence of the President, the Executive Vice President, and
during the absence or disability of both of them, the Vice Presidents in the
order in which they have been nominated, shall exercise all the functions of the
President. Each Vice President shall have such powers and discharge such duties
as may be assigned from time to time by the Board of Directors.  [Amended 5-9-
95]

     8. The Assistant Vice Presidents shall perform such duties as are 
prescribed and allotted to them by the Board of Directors or the President.  

     9. The Secretary shall issue notices of all meetings, shall attend all   
meetings of the Board of Directors and all meetings of the stockholders, 
shall keep their minutes, shall have charge of the seal and the corporate 
books, shall sign with the President, Executive Vice President or Vice 
Presidents, stock certificates and such other instruments as require such 
signature, and shall make such reports and perform such other duties as are 
incident to the office or are properly required of him by the Board of 
Directors.  [Amended 5-9-95]

     10. The Assistant Secretary shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties as the Board of Directors or the President shall
prescribe.

     11. The Treasurer shall have the custody of all monies and securities of
the Company. He shall sign or countersign such instruments as require his
signature, and shall perform all duties incident to his office, or that are
properly required of him by the Board. He shall render to the President and
Board of Directors, whenever required, a report of his transactions as Treasurer
and of the financial condition of the Company.  [Amended 5-9-95]


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     12. The Assistant Treasurers shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer, and
shall perform such other duties as the Board of Directors or the President shall
prescribe.

     13. The Controller shall keep regular books of accounts and balance same 
periodically. He shall keep full and accurate accounts of receipts and
disbursements of the Company. He shall deposit all monies, and other valuable
effects of the Company, in such depositories as may be designated. He shall
disburse the funds of the Company as properly authorized on adequate supporting
documents and shall render to the President and Board of Directors, whenever
required, an accounting of all of his transactions as Controller and the
financial condition of the Company.  [Amended 5-9-95]

     14. The Assistant Controller shall, in the absence or disability of the
Controller, perform the duties and exercise the powers of the Controller, and
shall perform such other duties as the Board of Directors or the President shall
prescribe.

                                   ARTICLE VII
                                    DIVIDENDS

     1. Dividends upon the capital stock of the Company, subject to the
provisions of the certificate of incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the certificate of incorporation.

     2. Before payment of any dividend, there may be set aside out of any funds
of the Company available for dividends such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Company, or for such other purposes as the
directors shall think conducive to the interest of the Company, and the
directors may modify or abolish any such reserve in the manner in which it was
created.


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                                  ARTICLE VIII
                               FIXING RECORD DATE

     1. In order that the Company may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

                                   ARTICLE IX
                             REGISTERED STOCKHOLDERS

     1. The Company shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                                    ARTICLE X
                                     NOTICE

     1. Whenever under the provision of the statutes or of the certificate of
incorporation or of these by-laws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, by depositing the same in the post
office or letter box, in a postpaid sealed wrapper, addressed to such
stockholder or director at such address as appears on the books of the Company,
or, in default of other address, to such director or stockholder at the general
post office in the City of Wilmington, Delaware, and such notice shall be deemed
to be given at the time when the same shall be thus mailed. Notice to directors
may also be given by telephone or telegram.


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     2. Whenever any notice is required to be given under the provisions of the
statutes or of the certificate of incorporation or of these by-laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.

                                   ARTICLE XI
                                      SEAL

     1. The corporate seal of the Company shall be of such design as may be
decided upon by the officers of the Company.

     1. These by-laws may be amended, repealed or altered in whole or in part by
the Board of Directors at any regular meeting or at any special meeting of the
Board of Directors where such action has been announced in the call and notice
of meeting.

                                   ARTICLE XII
                                   AMENDMENTS

     Board of Directors at any regular meeting or at any special meeting of the
Board of Directors where such action has been announced in the call and notice
of meeting.

                                  ARTICLE XIII
                                  CONSTRUCTION

     1. Masculine pronouns shall be construed as feminine or neuter pronouns and
singular pronouns and verbs shall be construed as plural in any place or places
herein in which the context may require such construction.


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