EXHIBIT 99.3  DESCRIPTION OF COMMON
STOCK OF GARDENBURGER, INC.   General  The authorized
capital stock of Gardenburger, Inc. (the Company), consists of 5,000,000
shares of Preferred Stock, no par value (Preferred Stock), and 25,000,000
shares of Common Stock, no par value (Common Stock).  All outstanding shares of Common Stock are
fully paid and nonassessable.  Holders
of Common Stock have no preemptive or conversion rights.  The holders of outstanding shares of Common
Stock are entitled to one vote per share on matters submitted to the vote of
holders of Common Stock.  Voting for
directors is not cumulative.  Subject to
the rights of outstanding shares of Preferred Stock, the holders of Common
Stock are entitled to such dividends as the Board of Directors may declare out
of assets legally available therefor, at such times and in such amounts as the
Board deems advisable, and to share pro rata in all assets of the Company
available for distribution to its shareholders upon liquidation.  Preferred Stock  As of
September 30, 2002, the Company had 552,500 shares of Series C
Convertible Preferred Stock (Series C Shares) and 97,500 shares of
Series D Convertible Preferred Stock (Series D Shares and,
collectively with Series C Shares, the Preferred Shares), issued and
outstanding.  The Company had previously
designated 2,762,500 shares of its Preferred Stock as Series A Convertible
Preferred Stock (Series A Shares) and 487,500 shares of its Preferred Stock
as Series B Convertible Preferred Stock (Series B Shares), but all the
Series A Shares and Series B Shares have been reacquired by the Company.  Under the terms of the Companys Articles of
Incorporation, these shares are now retired and canceled, have been returned to
the status of authorized but unissued Preferred Stock without designation as to
series, and may be issued in the future, but not as Series A Shares or Series B
Shares.  Subject to the
approval of the holders of a majority of the Preferred Shares, shares of the
Companys authorized Preferred Stock may be issued in the future in one or more
new series without any further action by the holders of the Common Stock,
except as may be required by law or by any exchange or trading market listing
shares of the Companys Common Stock at such time.  The Board of Directors, within the limitations provided by law
and the Companys Articles of Incorporation, is authorized to designate the
different series and fix and determine the relative rights and preferences of
any series so established.  Specific terms
applicable to the Series C Shares and Series D Shares are as follows:  Conversion
Rights.  Preferred Shares are
convertible into Common Stock as follows: 
Each Series C Share is convertible into a number of shares of Common
Stock determined by dividing a base amount of $50 by a conversion price of
$10 per share, or presently on a   1 
    fivetoone basis, at any time at the discretion of the
holder.  Each Series D Share is
convertible into a number of shares of Common Stock determined by dividing $50
by a conversion price of $3.75 per share, or presently on a 13.33-to-one
basis.  The conversion price applicable
to Series C Shares and Series D Shares is subject to adjustment for
stock dividends, stock splits, recapitalizations, issuances of Common Stock at
prices below then applicable conversion prices, and other anti-dilution
provisions.  All Series C Shares and
Series D Shares will be automatically converted into Common Stock upon the vote
or written consent of the holders of at least two-thirds of the outstanding
shares of such series.  Dividend Rights.  Series C Shares and Series D
Shares are entitled to a 12% cumulative annual dividend calculated on a base
amount of $50 per share, payable upon redemption of the shares or in the event
of a sale or liquidation of the Company. 
Accruals of dividends do not bear interest.  The Company is prohibited from paying cash dividends to holders
of its Common Stock (Junior Dividends) unless dividends have been declared
and paid on all outstanding Preferred Shares in an amount equal to the greater
of (i) the 12% cumulative dividends accrued on such Preferred Shares
through the record date for the Junior Dividend and (ii) the amount of the
Junior Dividend payable on Preferred Shares on an as-converted basis, in each
case less the amount of any 12% cumulative dividends previously paid on
Preferred Shares.  All accumulated
dividends on any Preferred Shares which are converted will be forfeited, other
than dividends as to which the Company has previously breached its payment
obligation.  Liquidation
Preference.  Upon the liquidation or
dissolution of the Company, the holders of Series C Shares and
Series D Shares are each entitled to a liquidation preference of $73.07
per share, plus all accumulated and unpaid dividends from January 10,
2002, until any event of liquidation or deemed liquidation of the Company.  The right of holders of Common Stock to
distribution of the Companys assets upon liquidation is junior to the
liquidation preference of Preferred Shares. 
Each holder of Series C Shares and Series D Shares may deem a
merger or other business combination in which the Company is not the surviving
entity, a sale of all or substantially all the assets of the Company, a capital
reorganization of the Company, or a reclassification of the Common Stock to be
a liquidation of the Company.  After
payment of the full amount of the liquidating distribution to which they are
entitled, the holders of Preferred Shares will have no right to any of the
remaining assets of the Company.  Redemption.  Series C Shares and Series D Shares are
subject to mandatory redemption at the request of a majority of the outstanding
shares of each series at any time after March 31, 2006, at a redemption
price equal to $73.07 per share, plus all accumulated and unpaid dividends from
January 10, 2002, through the redemption date; provided that, if at least
$5,000,000 in principal amount of the Companys Amended and Restated
Convertible Senior Subordinated Notes dated January 10, 2002, remains
outstanding and Dresdner Kleinwort Benson Private Equity Partners, LP, and its
affiliates continue to own a majority of the outstanding principal amount of
such notes, then the Company may not redeem shares of preferred stock without
the consent of the holders of a majority of the then outstanding principal
amount of the notes.  Subject to certain
conditions, including, among others, that the closing price of Common Stock be
at least 200% of the applicable conversion price of Preferred Shares for at
least 60 days, the Company may redeem either series of its Preferred
Shares at any time after March 31, 2006.   2 
    Voting Rights.  Each Series C Share is entitled to a number of
votes equal to the number of shares of Common Stock into which such share is
then convertible in the election of directors and any other matters presented
to the shareholders of the Company for their action or consideration.  Each Series D Share is entitled to a
number of votes calculated by dividing (i) the number of shares of Common
Stock into which such share is then convertible (eliminating any fractions) by
(ii) 2.667.  Each Preferred Share
is presently entitled to five votes on all matters presented to the
shareholders of the Company for their action or consideration.  Except to the
extent otherwise required by law or the Companys Articles of Incorporation,
holders of Preferred Shares will vote together with the holders of Common Stock
as a single voting group.  Corporate
actions as to which holders of Preferred Shares are entitled to vote as a
separate voting group under provisions of the Oregon Business Corporation Act
include amendments to the Companys Articles of Incorporation (including
pursuant to a plan of merger) that would increase or decrease the number of
authorized shares of the series, effect an exchange or reclassification of the
shares into shares of another class or vice versa, change the terms of the
shares of the series, create a new class of shares with rights or preferences
that are superior or substantially equal to the shares of the series, or cancel
rights to distributions or dividends that have accumulated but have not yet
been declared on shares of the series. 
If the proposed amendment would affect the Series C Shares and
Series D Shares in a substantially similar way, the shares of both series
would be required to vote together as a single voting group on the amendment.  As long as at
least 281,775 Series C Shares remain outstanding, the holders of
Series C Shares, voting as a separate voting group, are entitled to elect
two directors by a majority vote.  Also,
as long as at least 110,500 Series C Shares and 19,500 Series D
Shares remain outstanding, the Company may not take certain specified actions,
including, among others, authorizing or issuing shares of Preferred Stock,
amending the Companys Articles of Incorporation or bylaws to alter the rights
of the holders of Preferred Shares, increasing the authorized number of
directors of the Company above ten or engaging in certain specified significant
corporate transactions, in each case without the consent of holders of a
majority of Series C Shares and Series D Shares outstanding voting
together as a single voting group.  No Preemptive
Rights.  The Preferred Shares do not
have preemptive rights.  Preferred Stock Purchase Rights  On April 25,
1996, the Board of Directors declared a dividend of one right (a Right) for
each share of Common Stock outstanding at the close of business on May 20,
1996 (the Record Date).  As long as
the Rights are attached to the shares of the Common Stock, the Company will
issue one Right (subject to adjustment) with each new share issued so that all
outstanding shares will have attached Rights. 
In addition, the holders of the Preferred Shares will be entitled to the
same rights and benefits as are provided with respect to shares of Common Stock
on an as-converted basis.   3 
    When the Rights
first become exercisable, each Right will entitle the registered holder to
purchase from the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock (the Junior Preferred Shares) at a price of $47
per one one-hundredth of a Junior Preferred Share, subject to adjustment for
antidilution provisions (the Purchase Price).  A copy of the Amended and Restated Rights Agreement dated as of
July 15, 1999, as amended from time to time (the Rights Agreement), by
and between the Company and EquiServe Trust Company, N.A., as Rights Agent (the
Rights Agent), pursuant to which the Rights have been issued, may be obtained
by shareholders from the Company.  The
Company has agreed that, from and after the distribution date (as defined
below), the Company will reserve 250,000 Junior Preferred Shares initially for
issuance upon exercise of the Rights. 
The Rights will expire on April 25, 2006, subject to the Companys
right to extend such date (the Final Expiration Date), unless earlier
redeemed or exchanged by the Company or terminated.  The Rights are not
exercisable and are attached to and trade with shares of Common Stock until the
earlier to occur of (i) the 10th day after a public announcement
that any person or group of affiliated or associated persons (an Acquiring
Person) has acquired, or obtained the right to acquire, beneficial ownership
of 15% or more of the outstanding Common Stock or (ii) the 10th day
after the commencement or announcement of an intention to make a tender offer
or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Stock
(the earlier of (i) and (ii) being called the Distribution Date).  Upon such an event, the Rights will trade
separately.  An Acquiring Person will
not include (x) Paul F. Wenner, together with his affiliates and
associates, including, without limitation, the Paul F. Wenner Charitable
Foundation Trust (collectively, Wenner), (y) Dresdner Kleinwort Benson
Private Equity Partners, LP, together with its affiliates and associates
(collectively, Dresdner), and (z) Gruber & McBaine Capital Management,
LLC, together with its affiliates and associates (collectively,
Gruber & McBaine), so long as Wenner, Dresdner, and
Gruber & McBaine each beneficially owns not more than 25% of the
outstanding Common Stock (other than as the result of share repurchases by the
Company).  Also, persons who acquired shares
of the Companys Preferred Stock (or their affiliates) in April 1999 will not
be deemed to be an Acquiring Person solely by reason of their beneficial
ownership of Preferred Shares or the shares of Common Stock into which
Preferred Shares are or may become convertible.  Each Junior
Preferred Share purchasable upon exercise of the Rights will be entitled to a
minimum preferential quarterly dividend payment of $1.00 per share, but will be
entitled to an aggregate dividend of 100 times the dividend, if any, declared
per share of Common Stock.  In the event
of liquidation, the holders of the Junior Preferred Shares will be entitled to
a minimum preferential liquidation payment of $100 per share, but will be
entitled to an aggregate payment of 100 times the payment made per share of
Common Stock.  Each Junior Preferred
Share will have 100 votes and will vote together with the Common Stock.  Finally, in the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each Junior Preferred Share will be entitled to receive 100 times
the amount received per share of Common Stock. 
These rights are protected by customary antidilution provisions.  Because of the nature of the dividend, liquidation
and voting rights of the Junior Preferred Shares, the value of one one-hundredth
of a Junior Preferred Share purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.   4 
    In the event that
a Person becomes an Acquiring Person (except pursuant to certain cash offers
for all outstanding shares of Common Stock approved by the Board or pursuant to
an acquisition of Preferred Shares or shares of Common Stock into which such
Preferred Shares are convertible where the Board of Directors determines in
good faith that such acquisition is not contrary to the best interests of the
Company), unless the Board of Directors determines, prior to the close of
business on the ninth day thereafter, to redeem all the outstanding Rights at a
redemption price of $.01 per Right payable in cash, shares of Common Stock, or
other form of consideration approved by the Board, each holder of a Right,
other than Rights that are or were acquired or beneficially owned by the
Acquiring Person (which Rights will thereafter be void), will thereafter have
the right to receive upon exercise that number of shares of Common Stock having
a market value of two times the then current Purchase Price of the Right.  With certain exceptions, in the event that
the Company were acquired in a merger or other business combination transaction
or more than 50% of its assets or earning power were sold, proper provision
will be made so that each holder of a Right will thereafter have the right to
receive, upon the exercise thereof at the then current Purchase Price of the
Right, that number of shares of common stock of the acquiring company which at
the time of such transaction would have a market value of two times the then
current Purchase Price of the Right.  The Rights will
cause substantial dilution to a person or group that acquires 15% or more of
the Common Stock on terms not approved by the Companys Board of
Directors.  However, the Rights should
not interfere with any merger or other business combination approved by the
Board of Directors.  Convertible Notes  At
September 30, 2002, the Company had outstanding $17.3 million in aggregate
principal amount of Amended and Restated Convertible Senior Subordinated Notes
(the Restated Notes) due March 31, 2005, held by Dresdner.  The Restated Notes may be converted at any
time prior to maturity or prepayment, in whole or in part, into shares of
Common Stock; at September 30, 2002, the conversion price was $9.78 per
share and is subject to further adjustment for changes in capitalization and other
antidilution provisions.  The Company may
not, without the prior written consent of the holders of a majority of the
shares of Common Stock issued or issuable upon conversion of the Restated Notes
(the Majority Holders), (i) amend the Companys Articles of Incorporation,
Bylaws or the Rights Agreement between the Company and EquiServe Trust Company,
N.A., in a manner materially adverse to Dresdners rights and preferences under
the Restated Notes, and the Note Purchase Agreement between the Company and
Dresdner, as amended from time to time, (ii) create a new class or series of
securities on a par with or senior to the Restated Notes, or (iii) engage in
specified significant corporate transactions, including, but not limited to, a
merger or sale of the Company or its business, liquidation or dissolution of
the Company, certain business acquisitions, and the incurrence of indebtedness
or lease obligations in excess of specified thresholds.  So long as at least $5,000,000 in principal
amount of the Restated Notes remains outstanding and Dresdner owns at least a
majority of the principal amount of Restated Notes outstanding, the Company may
not declare any dividends or make any distributions with respect   5 
    to its capital stock or redeem or purchase any of its capital stock
without the prior written consent of the Majority Holders.  In addition, so long as any Notes remain
outstanding, Paul F. Wenner andthe
Company have agreed to take all reasonably necessary and desirable actions
within their control so that an individual designated by the Majority Holders
is elected as a director of the Company (a Designated Director).  If at any time a Designated Director is not
a member of the Board of Directors, the Majority Holders have the right to
appoint a representative to attend and observe Board meetings at the Companys
expense.  Under the terms of
the Restated Notes, the Company will pay interest at a rate of 10% per year
(increased from 7% payable on the original notes) and will pay a 20% premium on
the principal plus accrued but unpaid interest on the Restated Notes at
repayment or maturity.  Interest is
payable in cash semiannually to the extent of availability under the
Companys line of credit with CapitalSource Finance LLC.  Warrants  As of
September 30, 2002, the Company had issued and outstanding warrants to
purchase a total of 1,115,962 shares of Common Stock at a price of $.28 per
share, all of which were held by holders of Preferred Shares or Restated
Notes.  The exercise price is subject to
antidilution adjustments in the event of stock dividends, organic
changes affecting the Company, or issuances of Common Stock at a price below
the then current exercise price.  The
warrants have a ten-year term and may be exercised at any time in the
discretion of a holder.  The Company has
granted registration rights to the holders of its warrants with respect to
shares issuable upon exercise of warrants.  Transfer Agent  The Companys
transfer agent is EquiServe Trust Company, N.A.   6