CERTIFICATE OF INCORPORATION
                                      OF

                          PILGRIM'S PRIDE CORPORATION



              FIRST:    THE NAME OF THE CORPORATION IS PILGRIM'S PRIDE
         CORPORATION.

              SECOND:   THE ADDRESS OF THE REGISTERED OFFICE OF THE CORPORATION
         IN THE STATE OF DELAWARE IS 1209 ORANGE STREET IN THE CITY OF
         WILMINGTON, COUNTY OF NEW CASTLE. THE NAME OF ITS REGISTERED AGENT AT
         THAT ADDRESS IS THE CORPORATION TRUST COMPANY.

              THIRD:    THE PURPOSE OF THE CORPORATION IS TO ENGAGE IN ANY
         LAWFUL ACT OR ACTIVITY FOR WHICH A CORPORATION MAY BE ORGANIZED UNDER
         THE GENERAL CORPORATION LAW OF DELAWARE AS SET FORTH IN TITLE 8 OF THE
         DELAWARE CODE (THE "GCL').

              FOURTH:   THE AGGREGATE NUMBER OF SHARES OF CAPITAL STOCK WHICH
         THE CORPORATION SHALL HAVE AUTHORITY TO ISSUE IS 50,000,000 SHARES,
         CONSISTING OF 5,000,000 SHARES OF PREFERRED STOCK, PAR VALUE $.0L PER
         SHARE ("PREFERRED STOCK"), AND 45,000,000 SHARES OF COMMON STOCK, PAR
         VALUE $.01. PER SHARE (THE "COMMON STOCK").

              THE FOLLOWING IS A STATEMENT OF THE DESIGNATIONS, PREFERENCES AND
         RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS IN RESPECT
         OF THE CLASSES OF STOCK OF THE CORPORATION, AND OF THE AUTHORITY WITH
         RESPECT THERETO EXPRESSLY VESTED IN THE BOARD OF DIRECTORS OF THE
         CORPORATION:

         PREFERRED STOCK

              SHARES OF THE PREFERRED STOCK MAY BE ISSUED FROM TIME TO TIME IN
         ONE OR MORE SERIES, THE SHARES OF EACH SERIES TO HAVE SUCH VOTING
         POWERS, FULL OR LIMITED, OR NO VOTING POWERS, AND SUCH DESIGNATIONS,
         PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL
         RIGHTS, AND QUALIFICATIONS LIMITATIONS OR RESTRICTIONS THEREOF, AS
         SHALL BE STATED AND EXPRESSED IN A RESOLUTION OR RESOLUTIONS PROVIDING
         FOR THE ISSUE OF SUCH SERIES ADOPTED BY THE BOARD OF DIRECTORS OF THE
         CORPORATION. THE BOARD OF DIRECTORS OF THE CORPORATION IS HEREBY
         EXPRESSLY AUTHORIZED, SUBJECT TO THE LIMITATIONS PROVIDED BY LAW, TO
         ESTABLISH AND DESIGNATE SERIES OF THE PREFERRED STOCK, TO FIX THE
         NUMBER OF SHARES CONSTITUTING EACH SERIES, AND TO FIX THE DESIGNATIONS
         AND THE RELATIVE POWERS, RIGHTS, PREFERENCES AND LIMITATIONS OF THE
         SHARES OF EACH SERIES AND THE VARIATIONS IN THE RELATIVE POWERS,
         RIGHTS, PREFERENCES AND LIMITATIONS AS BETWEEN SERIES, AND TO INCREASE
         AND TO DECREASE THE NUMBER OF SHARES CONSTITUTING EACH SERIES.

COMMON STOCK

     A.   DIVIDENDS.  SUBJECT  TO  THE  PRIOR  RIGHTS  AND  PREFERENCES  OF THE
PREFERRED  STOCK  AND SUBJECT TO THE PROVISIONS AND ON THE CONDITIONS SET FORTH
IN THE FOREGOING PART  OF THIS ARTICLE FOURTH OR IN ANY RESOLUTION OF THE BOARD
OF DIRECTORS OF THE CORPORATION,  DIVIDENDS  MAY BE PAID ON THE COMMON STOCK IN
MONEY, PROPERTY OR COMMON STOCK, AS AND WHEN DECLARED BY THE BOARD OF DIRECTORS
OF THE CORPORATION OUT OF ANY FUNDS OF THE CORPORATION  LEGALLY  AVAILABLE  FOR
THE PAYMENT THEREOF.

     B.   VOTING. THE SHARES OF COMMON STOCK SHALL BE FULLY VOTING STOCK AT THE
RATE OF ONE VOTE FOR EACH SHARE OF COMMON STOCK.

     C.   LIQUIDATION  RIGHTS.  IN THE EVENT OF ANY LIQUIDATION9 DISSOLUTION OR
WINDING UP OF THE AFFAIRS OF THE CORPORATION, WHETHER VOLUNTARY OR INVOLUNTARY,
AFTER PAYMENT OR PROVISION FOR PAYMENT  OF  THE  DEBTS AND OTHER LIABILITIES OF
THE CORPORATION AND AFTER DISTRIBUTION IN FULL OF  THE  PREFERENTIAL AMOUNTS TO
BE DISTRIBUTED TO THE HOLDERS OF SHARES OF ANY AND ALL IES  OF PREFERRED STOCK,
THE  HOLDERS  OF  SHARES OF COMMON STOCK SHALL BE ENTITLED TO RECEIVE  ALL  THE
REMAINING  ASSETS  OF   THE  CORPORATION  AVAILABLE  FOR  DISTRIBUTION  TO  ITS
STOCKHOLDERS, RATABLY IN  PROPORTION  TO  THE  NUMBER OF SHARES OF COMMON STOCK
HELD BY THEM.

     FIFTH:    THE  NAME AND MAILING ADDRESS OF THE  SOLE  INCORPORATOR  IS  AS
FOLLOWS:
               NAME                        MAILING ADDRESS
          VAN M. JOLAS              RAIN HARRELL EMERY YOUNG & DOKE
                                                                         4200
REPUBLICBANK TOWER

DALLAS, TEXAS 75201














                                      -2-
     SIXTH:    THE NAME AND MAILING ADDRESS OF EACH PERSON WHO IS TO SERVE AS A
DIRECTOR UNTIL THE FIRST ANNUAL MEETING OF THE STOCKHOLDERS OR UNTIL HIS
SUCCESSOR IS ELECTED AND QUALIFIED IS AS FOLLOWS:

              NAME                           MAILING ADDRESS


     LONNIE A. PILGRIM              P.O. BOX 93, PITTSBURG, TEXAS 75686

     CLIFFORD S. BUTLER             P.O. BOX 93, PITTSBURG, TEXAS 75686

     ROBERT E. HENDRIX              P.O. BOX 93, PITTSBURG, TEXAS 75686

     JAMES J. MINER, PH.D.          P.O. BOX 93, PITTSBURG, TEXAS 75686

     CHARLES L. BLACK               P.O. BOX 93, PITTSBURG, TEXAS 75686

     RICHARD C. LARKIN              P.O. BOX 93, PITTSBURG, TEXAS 75686

     JAMES G. VETTER, JR.           P.O. BOX 93, PITTSBURG, TEXAS 75686

     ROBERT E. HILGENFELD           P.O. BOX 93, PITTSBURG, TEXAS 75686

     SCOTT D. JACKSON               P.O. BOX 93, PITTSBURG, TEXAS 75686

     VANCE C. MILLER                P.O. BOX 93, PITTSBURG, TEXAS 75686

     LONNIE KEN PILGRIM             P.O. BOX 93, PITTSBURG, TEXAS 75686

     SEVENTH:  THE FOLLOWING PROVISIONS ARE INSERTED FOR THE MANAGEMENT OF THE
BUSINESS AND THE CONDUCT OF THE AFFAIRS OF THE CORPORATION, AND FOR FURTHER
DEFINITION, LIMITATION AND REGULATION OF THE POWERS OF THE CORPORATION AND OF
ITS DIRECTORS AND STOCKHOLDERS,

          (1)  THE BUSINESS AND AFFAIRS OF THE CORPORATION SHALL BE MANAGED BY
     OR UNDER THE DIRECTION OF THE BOARD OF DIRECTORS.

          (2)  THE DIRECTORS SHALL HAVE CONCURRENT POWER WITH THE STOCKHOLDERS
     TO MAKE, ALTER, AMEND, CHANGE, ADD OR TO REPEAL THE BY-LAWS OF THE
     CORPORATION.

          (3)  THE NUMBER OF DIRECTORS OF THE CORPORATION SHALL BE AS FROM TIME
     TO TIME FIXED BY, OR IN THE MANNER PROVIDED IN, THE BY-LAWS OF THE
     CORPORATION. ELECTION OF DIRECTORS NEED NOT BE BY WRITTEN BALLOT UNLESS
     THE BY-LAWS SO PROVIDE.
                                       -3-
          (4)  IN ADDITION  TO  THE  POWERS  AND  AUTHORITY HEREIN-BEFORE OR BY
     STATUTE EXPRESSLY CONFERRED UPON THEM, THE DIRECTORS  ARE HEREBY EMPOWERED
     TO  EXERCISE  ALL SUCH POWERS AND DO ALL SUCH ACTS AND THINGS  AS  MAY  BE
     EXERCISED OR DONE  BY  THE  CORPORATION,  SUBJECT,  NEVERTHELESS,  TO  THE
     PROVISIONS OF THE GCL,. THIS CERTIFICATE OF INCORPORATION, AND ANY BY-LAWS
     ADOPTED  BY THE STOCKHOLDERS; PROVIDED, HOWEVER, THAT NO BY-LAWS HEREAFTER
     ADOPTED BY  THE  STOCKHOLDERS  SHALL  INVALIDATE  ANY  PRIOR  ACT  OF  THE
     DIRECTORS  WHICH  WOULD  HAVE  BEEN  VALID  IF  SUCH  BY-LAWS HAD NOT BEEN
     ADOPTED.

     EIGHTH:   MEETINGS OF STOCKHOLDERS MAY BE HELD WITHIN OR WITHOUT THE STATE
OF  DELAWARE,  AS  THE  CORPORATION'S  BYLAWS  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 BYLAWS OF THE CORPORATION.

     NINTH;  WHENEVER  A  COMPROMISE  OR  ARRANGEMENT  IS  PROPOSED BETWEEN THE
CORPORATION  AND  ITS  CREDITORS  OR  ANY  CLASS  OF  THEM  AND/OR BETWEEN  THE
CORPORATION AND ITS STOCKHOLDERS OR ANY CLASS OF THEM, ANY COURT  OF  EQUITABLE
JURISDICTION WITHIN THE STATE OF DELAWARE MAY, ON THE APPLICATION IN A  SUMMARY
WAY  OF  THE  CORPORATION  OR  OF ANY CREDITOR OR STOCKHOLDER THEREOF OR ON THE
APPLICATION OF ANY RECEIVER OR RECEIVERS  APPOINTED  FOR  THE CORPORATION UNDER
THE PROVISIONS OF SECTION 291 OF THE GCL OR ON THE APPLICATION  OF  TRUSTEES IN
DISSOLUTION OR OF ANY RECEIVER OR RECEIVERS APPOINTED FOR THE CORPORATION UNDER
SECTION 279 OF THE GCL, ORDER A MEETING OF THE CREDITORS OR CLASS OF CREDITORS,
AND/OR OF THE STOCKHOLDERS OR CLASS OF STOCKHOLDERS OF THE CORPORATION,  AS THE
CASE  MAY  BE,  TO  BE  SUMMONED IN SUCH MANNER AS THE SAID COURT DIRECTS. IF A
MAJORITY IN NUMBER REPRESENTING  THREE-FOURTHS  IN  VALUE  OF  THE CREDITORS OR
CLASS OF CREDITORS, AND/OR OF THE STOCKHOLDERS OR CLASS OF STOCKHOLDERS  OF THE
CORPORATION, AS THE CASE MAY BE, AGREE TO ANY COMPROMISE OR ARRANGEMENT AND  TO
ANY  REORGANIZATION  OF  THE CORPORATION AS A CONSEQUENCE OF MUCH COMPROMISE OR
ARRANGEMENT, THE SAID COMPROMISE  OR  ARRANGEMENT  AND  THE SAID REORGANIZATION
SHALL, IF SANCTIONED BY THE COURT TO WHICH THE SAID APPLICATION  HAS BEEN MADE,
BE  BINDING  ON  ALL  THE  CREDITORS  OR CLASS OF CREDITORS, AND/OR ON ALL  THE
STOCKHOLDERS OR CLASS OF STOCKHOLDERS,  OF THE CORPORATION, AS THE CASE MAY BE,
AND ALSO ON THE CORPORATION.

     TENTH:    THE DIRECTORS 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; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT
ELIMINATE OR  LIMIT  THE LIABILITY OF A DIRECTOR OF THE CORPORATION (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  GCL,  OR  (IV) FOR ANY TRANSACTION FROM WHICH THE DIRECTOR DERIVED  AN
IMPROPER PERSONAL BENEFIT.

     ELEVENTH: 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.

     I, THE UNDERSIGNED,  BEING  THE  SOLE INCORPORATOR HEREINBEFORE NAMED, FOR
THE  PURPOSE  OF  FORMING A CORPORATION PURSUANT  TO  THE  GCL,  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 9TA DAY OF
SEPTEMBER, 1986.
 						/s/ Van M. Jolas
                                            VAN M.JOLAS

                             CERTIFICATE OF MERGER



     PURSUANT TO THE PROVISIONS OF SECTION 252(C) OF THE GENERAL CORPORATION
LAW OF THE STATE OF DELAWARE, PILGRIM'S PRIDE CORPORATION, A DELAWARE
CORPORATION, DOES HEREBY ADOPT THE FOLLOWING CERTIFICATE OF MERGER:

     1.     THE NAME AND STATE OF INCORPORATION OF EACH OF THE CONSTITUENT
CORPORATIONS IS:

           NAME OF
          CORPORATION                              STATE
          PILGRIM'S PRIDE CORPORATION              TEXAS
          PILGRIM'S PRIDE CORPORATION              DELAWARE

     2.     THE PLAN AND AGREEMENT OF MERGER (THE "MERGER AGREEMENT") BETWEEN
PILGRIM S PRIDE CORPORATION AND PILGRIM'S PRIDE CORPORATION, A TEXAS
CORPORATION ("PPC"), DATED OCTOBER 25, 1986. ATTACHED HERETO AS EXHIBIT A, HAS
BEEN APPROVED, ADOPTED, CERTIFIED, EXECUTED AND ACKNOWLEDGED BY EACH OF THE
CONSTITUENT CORPORATIONS IN ACCORDANCE WITH SUBSECTION (C) OF SECTION 252 OF
THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.

     3      THE NAME OF THE SURVIVING CORPORATION IS PILGRIM A PRIDE
CORPORATION, A DELAWARE CORPORATION.

     4      THE CERTIFICATE OF INCORPORATION OF PILGRIM S PRIDE CORPORATION
SHALL BE THE CERTIFICATE OF INCORPORATION OF THE SURVIVING CORPORATION.

     5.     THE EXECUTED MERGER AGREEMENT IS ON FILE AT THE PRINCIPAL PLACE OF
BUSINESS OF PILGRIM'S PRIDE CORPORATION, 110 SOUTH TEXAS STREET, PITTSBURG,
TEXAS 75686.

     6.     A COPY OF THE MERGER AGREEMENT WILL BE FURNISHED BY PILGRIM'S PRIDE
CORPORATION ON REQUEST AND WITHOUT COST TO ANY STOCKHOLDER OF ANY CONSTITUENT
CORPORATION.

     7.     THE AUTHORIZED CAPITAL STOCK OF PPC IS 1,750,000 SHARES OF COMMON
STOCK, PAR VALUE $1.00 PER SHARE.



          IN WITNESS WHEREOF, THE UNDERSIGNED HAS CAUSED THIS CERTIFICATE TO BE
     SIGNED AS OF THE 1ST DAY OF NOVEMBER 1986.

ATTEST:                                  PILGRIM'S PRIDE CORPORATION
                                         A DELAWARE CORPORATION

CLIFFORD E BUTLER 			/s/ Lonnie A. Pilgrim
SECRETARYBY: /s/ Clifford E. Butler
                                         LONNIE A. PILGRIM
                                         CHAIRMAN OF THE BOARD OF DIRECTORS AND
                                         CHIEF EXECUTIVE OFFICER









                                   EXHIBIT A

                         PLAN AND AGREEMENT OF MERGER


     THIS PLAN AND AGREEMENT OF MERGER, MADE AND ENTERED INTO  AS  OF  THE 25TH
DAY  OF  OCTOBER,  1986,  BY  AND  BETWEEN  PILGRIMS PRIDE CORPORATION, A TEXAS
CORPORATION ("PPC"), AND PILGRIM'S PRIDE CORPORATION,  A  DELAWARE  CORPORATION
("NEW  PPC") (PPC AND NEW PPC ARE HEREINAFTER COLLECTIVELY REFERRED TO  AS  THE
"CONSTITUENT CORPORATIONS");

                             W I T N E S S E T H:

     WHEREAS,  THE  RESPECTIVE  BOARDS  OF  DIRECTORS  OF  PPC AND NEW PPC HAVE
DETERMINED  THAT  IT  IS  DESIRABLE  AND IN THE BEST INTEREST OF  EACH  OF  THE
CORPORATIONS TO EFFECT A MERGER OF THE  CORPORATIONS,  WHEREBY  (I) PPC WILL BE
MERGED  INTO  NEW  PPC, WHICH WILL BE THE SURVIVING CORPORATION IN THE  MERGER.
(II) EACH ISSUED AND  OUTSTANDING  SHARE  OF  COMMON STOCK, PAR VALUE $.01. PER
SHARE ("NEW PPC COMMON STOCK"), OF NEW PCC OWNED  BY  PPC WILL BE CANCELLED AND
(III) EACH ISSUED AND OUTSTANDING SHARE OF COMMON STOCK,  PAR  VALUE  $1.00 PER
SHARE ("PPC COMMON STOCK"), OF PPC WILL BE CONVERTED INTO AND BECOME SHARES  OF
NEW PPC COMMON STOCK; AND

     WHEREAS,  THE  RESPECTIVE  BOARDS  OF  DIRECTORS  OF  PPC AND NEW PPC HAVE
DIRECTED THAT THE PLAN OF MERGER BE SUBMITTED TO A VOTE OF SHAREHOLDERS  OF PPC
AND NEW PCC, RESPECTIVELY;

     WHEREAS,  THE  RESPECTIVE BOARDS OF DIRECTORS OF PCC AND NEW PPC HAVE DULY
AUTHORIZED THE EXECUTION HEREOF;

     NOW, THEREFORE,  IN  CONSIDERATION  OF  THE  PREMISES  AND  OF  THE MUTUAL
COVENANTS  AND  AGREEMENTS HEREIN CONTAINED. PPC AND NEW PPC HEREBY AGREE  THAT
PPC SHALL BE MERGED  WITH  AND  INTO  NEW  PCC IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND PRESCRIBE THE  TERMS  AND  CONDITIONS  OF  THE
MERGER  OF  PCC  INTO NEW PPC, THE MODE OF CARRYING IT INTO EFFECT, THE NAME OF
THE SURVIVING CORPORATION,  AND SUCH OTHER DETAILS AND PROVISIONS AS ARE DEEMED
NECESSARY OR DESIRABLE, AS FOLLOWS:

      1.   MERGER. SUBJECT TO  THE  CONDITIONS  HEREINAFTER SET FORTH, UPON THE
FILING OF ARTICLES OF MERGER AS REQUIRED UNDER APPLICABLE  LAW  (THE "EFFECTIVE
TIME"),  FF0  SHALL BE MERGED WITH AND INTO NEW PPC, AND NEW PPC SHALL  BE  THE
SURVIVING CORPORATION  AND  SHALL  BE  GOVERNED  BY  THE  LAWS  OF THE STATE OF
DELAWARE.

     2.   TERMS  AND CONDITIONS OF THE MERGER. AT THE EFFECTIVE TIME,  (I)  THE
CERTIFICATE  OF  INCORPORATION  OF  THE  SURVIVING  CORPORATION  SHALL  BE  THE
CERTIFICATE OF INCORPORATION  OF  NEW  PPC  IN  EFFECT IMMEDIATELY PRIOR TO THE
EFFECTIVE  TIME,  (II) THE BYLAWS OF THE SURVIVING  CORPORATION  SHALL  BE  THE
BYLAWS OF NEW PPC IN  EFFECT IMMEDIATELY PRIOR TO THE EFFECTIVE TIME, (III) THE
DIRECTORS OF THE SURVIVING  CORPORATION  SHALL  BE  THE DIRECTORS OF NEW PPC IN
OFFICE  IMMEDIATELY PRIOR TO THE EFFECTIVE TIME, WHO SHALL  SERVE  UNTIL  THEIR
SUCCESSORS  SHALL HAVE BEEN ELECTED AND SHALL QUALIFY, (IV) THE OFFICERS OF THE
SURVIVING CORPORATION SHALL BE THE OFFICERS OF PPC III OFFICE IMMEDIATELY PRIOR
TO  THE EFFECTIVE  TIME,  AND  (V)  THE  REGISTERED  OFFICE  OF  THE  SURVIVING
CORPORATION  IN  THE  STATE OF DELAWARE SHALL BE CORPORATION TRUST CENTER, 1209
ORANGE STREET, WILMINGTON. DELAWARE.

     THIS MERGER AGREEMENT  SHALL  CONSTITUTE A PLAN OF REORGANIZATION PURSUANT
TO SECTION 368(A)(L)(A) OF THE INTERNAL REVENUE CODE OF 1954, AS AMENDED.

     AT  THE EFFECTIVE TIME, THE SEPARATE  CORPORATE  EXISTENCE  OF  PPC  SHALL
CEASE, AND  NEW  PCC  SHALL  POSSESS  ALL  THE  RIGHTS,  PRIVILEGES, POWERS AND
FRANCHISES OF A PUBLIC AS WELL AS OF A PRIVATE NATURE AND BE SUBJECT TO ALL THE
RESTRICTIONS, DISABILITIES AND DUTIES OF EACH OF THE CONSTITUENT  CORPORATIONS;
AND ALL AND SINGULAR, THE RIGHTS, PRIVILEGES, POWERS AND FRANCHISES  OF EACH OF
THE  CONSTITUENT CORPORATIONS, AND ALL PROPERTY, REAL, PERSONAL AND MIXED,  AND
ALL DEBTS  DUE  TO  EITHER OF THE CONSTITUENT CORPORATIONS ON WHATEVER ACCOUNT,
INCLUDING STOCK SUBSCRIPTIONS  AND  ALL  OTHER  CHOSES  OR  THINGS IN ACTION OR
BELONGING  TO  EACH  OF  THE  CONSTITUENT CORPORATIONS SHALL BE VESTED  IN  THE
SURVIVING  CORPORATION;  AND  ALL  PROPERTY,  RIGHTS,  PRIVILEGES,  POWERS  AND
FRANCHISES,  AND  ALL  AND  EVERY  OTHER   INTEREST  SHALL  BE.  THEREAFTER  AS
EFFECTUALLY  THE PROPERTY OF THE SURVIVING CORPORATION  AS  THEY  WERE  OF  THE
SEVERAL AND RESPECTIVE  CONSTITUENT  CORPORATIONS,  AND  THE  TITLE TO ANY REAL
ESTATE VESTED BY DEED OR OTHERWISE, UNDER THE LAWS OF THE STATE OF DELAWARE, IN
EITHER  OF  SUCH CONSTITUENT CORPORATIONS, SHALL NOT REVERT OR BE  IN  ANY  WAY
IMPAIRED BY REASON OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE; BUT
ALL TIGHTS OF  CREDITORS  AND  ALL  LIENS  UPON  ANY  PROPERTY  OF  ANY  OF THE
CONSTITUENT   CORPORATIONS  SHALL  BE  PRESERVED  UNIMPAIRED,  AND  ALL  DEBTS,
LIABILITIES  AND  DUTIES  OF  THE  RESPECTIVE  CONSTITUENT  CORPORATIONS  SHALL
THENCEFORTH ATTACH  TO THE SURVIVING CORPORATION AND MAY BE ENFORCED AGAINST IT
TO THE SAME EXTENT AS  IF  SAID DEBTS, LIABILITIES AND DUTIES HAD BEEN INCURRED
OR CONTRACTED BY IT.

     AT THE EFFECTIVE TIME, NEW PPC ASSUMES THE DUE AND PUNCTUAL PAYMENT OF THE
PRINCIPAL OF. AND PREMIUM, IF  ANY,  AND  INTEREST  ON,  ALL  OF  THE NOTES (AS
DEFINED IN THE COLLATERAL TRUST INDENTURE RE: PILGRIM'S PRIDE CORPORATION DATED
AS OF OCTOBER 1. 1986 (THE "INDENTURE")), ACCORDING TO THEIR RESPECTIVE  TENOR,
AND THE DUE AND PUNCTUAL PERFORMANCE AND OBSERVANCE OF ALL OF THE COVENANTS  IN
THE  NOTES,  THE  INDENTURE  AND THE DOCUMENTS EVIDENCING OR CREATING ANY OTHER
OBLIGATIONS SECURED BY THE INDENTURE.

      NEW PCC, THE SURVIVING CORPORATION,  HEREBY  (1)  AGREES  THAT  IT MAY BE
SERVED WITH PROCESS IN THE STATE OF TEXAS IN ANY PROCEEDING FOR THE ENFORCEMENT
OF  ANY  OBLIGATION  OF  PPC  AND  IN ANY PROCEEDING FOR THE ENFORCEMENT OF THE
RIGHTS OF A DISSENTING SHAREHOLDER OF  PPC  AGAINST  NEW  PPC, (II) IRREVOCABLY
APPOINTS  THE  SECRETARY -OF STATE OF TEXAS AS ITS AGENT TO ACCEPT  SERVICE  OF
PROCESS IN ANY SUCH  PROCEEDING,  AND (III) AGREES THAT IT WILL PROMPTLY PAY TO
THE DISSENTING SHAREHOLDERS OF PPC  THE  AMOUNT, IF ANY, TO WHICH THEY SHALL BE
ENTITLED  UNDER  THE  PROVISIONS OF THE TEXAS  BUSINESS  CORPORATION  ACT  WITH
RESPECT TO THE RIGHTS OF DISSENTING SHAREHOLDERS.

       3.  THE MANNER OF CONVERTING THE SHARES. AT THE EFFECTIVE TIME, (I) EACH
 OF THE ISSUED AND OUTSTANDING  SHARES  OF  NEW  PPC  COMMON STOCK OWNED BY PPC
 SHALL  BE  CANCELLED  AND  RETURNED AND RESUME THE STATUS  OF  AUTHORIZED  BUT
 UNISSUED SHARES OF NEW PPC COMMON  STOCK  AND  (II) THE ISSUED AND OUTSTANDING
 SHARES  OF PPC COMMON STOCK SHALL, BY VIRTUE OF THE  MERGER  AND  WITHOUT  ANY
 ACTION, BE  CONVERTED  INTO  AND BECOME FULLY PAID AND NONASSESSABLE SHARES OF
 NEW PCC COMMON STOCK AS SET FORTH IN THE FOLLOWING TABLET


                                                  NUMBER OF SHARES
                                                                         NUMBER
OF SHARES
OF NEW PPC COMMON

OF PPC COMMON
STOCK INTO WHICH

SHAREHOLDER
STOCK OUTSTANDING
CONVERTED
  LONNIE A. PILGRIM            480,718                16,920,000
  LONNIE A. PILGRIM,            10,228                   360,000
  TRUSTEE FOR
   LONNIE KEN PILGRIM
  LONNIE A. PILGRIM             10,228                   360,000
   TRUSTEE FOR
   GRETA PILGRIM O~L4.
  LONNIE A. PILGRIM,            10,228                   360,000
   TRUSTEE FOR
   PATRICK WAYNE PILGRIM

       4.  TERMINATION. THIS AGREEMENT  MAY  BE TERMINATED AND ABANDONED AT ANY
 TIME PRIOR TO THE EFFECTIVE TIME, WHETHER BEFORE  OR  AFTER  ACTION THEREON BY
 THE SHAREHOLDERS OF PVC OR NEW PVC. BY RESOLUTION OF THE BOARD OF DIRECTORS OF
 EITHER PVC OR NEW PVC. IN THE EVENT OF THE TERMINATION AND ABANDONMENT OF THIS
 AGREEMENT PURSUANT TO THE PROVISIONS OF THIS SECTION, THIS AGREEMENT  SHALL BE
 OF NO FURTHER FORCE OR EFFECT.

     5.  FURTHER  ACTIONS. THE PARTIES HERETO AGREE TO TAKE ALL FURTHER ACTIONS
AND TO EXECUTE AND  ACKNOWLEDGE  AND  DELIVER  ALL  SUCH FURTHER INSTRUMENTS OR
DOCUMENTS  AS  MAY  BE  NECESSARY  OR DESIRABLE TO CARRY OUT  THE  TRANSACTIONS
PROVIDED FOR IN THIS AGREEMENT.

     6.  STOCK CERTIFICATES. AT AND  AFTER  THE  EFFECTIVE  TIME,  ALL  OF THE
OUTSTANDING  CERTIFICATES  WHICH,  IMMEDIATELY  PRIOR  TO  THE  EFFECTIVE TIME,
REPRESENTED  SHARES  OF  PPC  COMMON STOCK SHALL BE DEEMED FOR ALL PURPOSES  TO
EVIDENCE OWNERSHIP OF AND TO REPRESENT  SHARES  OF  NEW  PPC  COMMON STOCK. THE
REGISTERED OWNER ON THE BOOKS AND RECORDS OF NEW PPC OR ITS TRANSFER  AGENT  OF
ANY SUCH OUTSTANDING STOCK CERTIFICATE SHALL, UNTIL SUCH CERTIFICATE SHALL HAVE
BEEN  SURRENDERED  FOR  TRANSFER  OR  OTHERWISE ACCOUNTED FOR TO NEW PPC OR ITS
TRANSFER AGENT, HAVE AND BE ENTITLED TO  EXERCISE  ANY  VOTING AND OTHER RIGHTS
WITH RESPECT TO, AND TO RECEIVE ANY DIVIDENDS AND OTHER DISTRIBUTIONS  ON,  THE
SHARES  OF  NEW  PPC  COMMON STOCK EVIDENCED BY SUCH OUTSTANDING CERTIFICATE AS
ABOVE PROVIDED.

      7.  CONDITION TO  EFFECTIVENESS. THE OBLIGATIONS OF THE PARTIES HERETO TO
EFFECT THE MERGER CONTEMPLATED  HEREBY  ARE  SUBJECT  TO  THE COMPLETION OF THE
PURCHASE BY PPC OF SHARES OF PPC COMMON STOCK FROM CERTAIN  OF ITS SHAREHOLDERS
PURSUANT  TO  THE  PROVISIONS  OF  THE  STOCK PURCHASE AGREEMENT OF  EVEN  DATE
HEREWITH AMONG PVC, DORIS PILGRIM JULIAN,  AUBREY HAL PILGRIM, PAULETTE PILGRIM
ROLSTON AND EVANNE PILGRIM BY MARCH 31, 1987.





      IN WITNESS WHEREOF, EACH OF THE PARTIES HERETO HAS CAUSED THIS AGREEMENT
TO BE SIGNED AS OF THE DATE FIRST ABOVE WRITTEN.

ATTEST:                             PILGRIM'S PRIDE CORPORATION,
                                    A TEXAS CORPORATION
/s/ Clifford E. Butler
_________________________________		/s/ Lonnie A. Pilgrim
CLIFFORD E. BUTLER                  BY:______________________________________
SECRETARY                                  LONNIE A. PILGRIM
                                           CHAIRMAN OF THE BOARD OF
                                           DIRECTORS AND
                                           CHIEF EXECUTIVE OFFICER



ATTEST                              PILGRIM'S PRIDE CORPORATION,
                                    A DELAWARE COPORATION

/s/ Clifford E. Butler
__________________________________		/s/ Lonnie A. Pilgirm
CLIFFORD E. BUTLER
					   BY:______________________________
SECRETARY                                  LONNIE A. PILGRIM
                                           CHAIRMAN OF THE BOARD OF
                                           DIRECTORS AND
                                           CHIEF EXECUTIVE OFFICER







STATE OF TEXAS
COUNTY OF DALLAS

     BEFORE ME, A NOTARY PUBLIC IN AND FOR SAID  COUNTY  AND  STATE, PERSONALLY
APPEARED LONNIE A. PILGRIM AND CLIFFORD E. BUTLER, WHO BEING BY  ME DULY SWORN,
DECLARED  THAT  THEY  ARE  THE  CHAIRMAN  OF  THE BOARD OF DIRECTORS AND  CHIEF
EXECUTIVE OFFICER AND SECRETARY, RESPECTIVELY,  OF PILGRIM'S PRIDE CORPORATION,
A DELAWARE CORPORATION, THAT THEY SIGNED THE FOREGOING  DOCUMENT AS CHAIRMAN OF
THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER AND SECRETARY, RESPECTIVELY,
OF  SAID  CORPORATION,  THAT  THE  STATEMENTS THEREIN CONTAINED  ARE  TRUE  AND
ACKNOWLEDGED THE INSTRUMENT TO BE THE FREE ACT AND DEEO OF SAID CORPORATION.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS 30th DAY OF October
,1986

						/s/Julia M. Martin


					   _____________________________
                                           NOTARY PUBLIC IN AND OF
                                           THE STATE OF TEXAS


STATE OF TEXAS

COUNTY OF DALLAS


      BEFORE ME. A NOTARY PUBLIC IN  AND  FOR SAID COUNTY AND STATE, PERSONALLY
 APPEARED LONNIE A. PILGRIM AND CLIFFORD E. BUTLER. WHO BEING BY ME DULY SWORN,
 DECLARED  THAT  THEY ARE THE CHAIRMAN OF THE  BOARD  OF  DIRECTORS  AND  CHIEF
 EXECUTIVE OFFICER AND SECRETARY, RESPECTIVELY, OF PILGRIM'S PRIDE CORPORATION,
 A TEXAS CORPORATION,  THAT  THEY  SIGNED THE FOREGOING DOCUMENT AS CHAIRMAN OF
 THE   BOARD  OF  DIRECTORS  AND  CHIEF  EXECUTIVE   OFFICER   AND   SECRETARY,
 RESPECTIVELY,  OF  SAID CORPORATION, THAT THE STATEMENTS THEREIN CONTAINED ARE
 TRUE AND ACKNOWLEDGED  THE  INSTRUMENT  TO  BE  THE  FREE ACT AND DEED OF SAID
 CORPORATION.

      GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS 30th DAY OF October,1986.

					/s/ Julia M. Martin

                                    _________________________________
                                    NOTARY PUBLIC IN AND OF THE
                                    THE STATE OF TEXAS











                                      -6-




                            SECRETARY'S CERTIFICATE

         I, CLIFFORD E. BUTLER, DO HEREBY CERTIFY THAT  I  AM  THE DULY ELECTED
  AND   QUALIFIED   SECRETARY   OF  PILGRIM'S  PRIDE  CORPORATION,  A  DELAWARE
  CORPORATION ("NEW PPC"), AND THAT  THE  HOLDER  OF  ALL  OF  THE  ISSUED  AND
  OUTSTANDING  SHARES OF COMMON STOCK, PAR VALUE $.OL PER SHARE, OF NEW PPC HAS
  APPROVED AND ADOPTED  THE PLAN AND AGREEMENT OF MERGER BY AND BETWEEN NEW PPC
  AND PILGRIM'S PRIDE CORPORATION,  A TEXAS CORPORATION, DATED AS OF OCTOBER 25
  , 1986 BY UNANIMOUS WRITTEN CONSENT DATED AS OF OCTOBER 25 , 1986.

         IN WITNESS WHEREOF,. I HAVE EXECUTED THIS CERTIFICATE AS OF
  THE 1st DAY OF   NOVEMBER , 1986.
					/s/ Clifford E. Butler

                			___________________________________
                                       CLIFFORD E. BUTLER







                           SECRETARY' S CERTIFICATE

         I, CLIFFORD E. BUTLER, DO HEREBY  CERTIFY  THAT  I AM THE DULY ELECTED
  AND QUALIFIED SECRETARY OF PILGRIM'S PRIDE CORPORATION, A  TEXAS  CORPORATION
  ("PPC"), AND THAT THE HOLDERS OF ALL OF THE ISSUED AND OUTSTANDING  SHARES OF
  COMMON  STOCK,  PAR  VALUE $1.00 PER SHARE, OF PPC HAVE APPROVED ARID ADOPTED
  THE PLAN AND AGREEMENT  OF  MERGER  BY  AND  BETWEEN  PPC AND PILGRIM'S PRIDE
  CORPORATION A DELAWARE CORPORATION, DATED AS OF OCTOBER 25
  1986 BY UNANIMOUS WRITTEN CONSENT DATED AS OF
  NOVEMBER 1 1986.

       IN WITNESS WHEREOF, I HAVE EXECUTED THIS CERTIFICATE  AS  OF THE 1st DAY
   OF NOVEMBER , 1986.

       					/s/ Clifford E. Butler

					____________________________________
                                                 CLIFFORD E. BUTLER





  CERTIFICATE OF MERGER OF PILGRIM' S PRIDE CORPORATION * A CORPORATION
  ORGANIZED AND EXISTING UNDER THE LAWS OF TIC STATE OF TEXAS, MERGING WITH AND
  INTO "PILGRIM'S PRIDE CORPORATION", CORPORATION ORGANIZED AND EXISTING UNDER
  THE LAWS OF THE STATE OF DELAWARE, UNDER THE NAME OF "PILGRIM' S PRIDE
  CORPORATION" * AS RECEIVED AND FILED IN THIS OFFICE THE TWELFTH DAY OF
  NOVEMBER, A.D. 1986, AT 12 O'CLOCK NOON.

      AND I DO HEREBY FURTHER CERTIFY THAT THE AFORSEAID CORPORATION SHALL BE
  GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.





                             CERTIFICATE OF MERGER


          PURSUANT TO THE PROVISIONS OF SECTION 252 OF THE GENERAL CORPORATION
     LAW OF THE STATE OF DELAWARE, PILGRIM'S PRIDE CORPORATION, A DELAWARE
     CORPORATION, DOES HEREBY ADOPT THE FOLLOWING CERTIFICATE OF OWNERSHIP AND
     MERGER:

          1.   THE NAME AND STATE OF INCORPORATION OF EACH OF THE CONSTITUENT
     CORPORATIONS IS:

               NAME OF
               CORPORATION                         STATE
               CASH POULTRY, INC.                  ARIZONA
               PILGRIM'S PRIDE CORPORATION         DELAWARE

          2.   THE PLAN AND AGREEMENT OF MERGER (THE "MERGER AGREEMENT")
     BETWEEN PILGRIM'S PRIDE CORPORATION AND CASH POULTRY, INC.
     DATED March 10 , 1988, ATTACHED HERETO AS EXHIBIT A, HAS BEEN
     APPROVED, ADOPTED, CERTIFIED, EXECUTED AND ACKNOWLEDGE BY EACH OF THE
     CONSTITUENT CORPORATIONS.

          3.   THE NAME OF THE SURVIVING CORPORATION IS PILGRIM'S PRIDE
     CORPORATION, A DELAWARE CORPORATION.

          4.   THE CERTIFICATE OF INCORPORATION OF PILGRIM'S PRIDE CORPORATION
     SHALL BE THE CERTIFICATE OF INCORPORATION OF THE SURVIVING CORPORATION.

          5.   THE EXECUTED MERGER AGREEMENT IS ON FILE AT THE PRINCIPAL PLACE
     OF BUSINESS OF PILGRIM'S PRIDE CORPORATION~ 110 SOUTH TEXAS STREET,
     PITTSBURG, TEXAS 75686.

          6.   A COPY OF THE MERGER AGREEMENT WILL BE FURNISHED BY PILGRIM'S
     PRIDE CORPORATION ON REQUEST AND WITHOUT COST TO ANY STOCKHOLDER OF ANY
     CONSTITUENT CORPORATION.

          7.   THE AUTHORIZED CAPITAL STOCK OF CASH POULTRY, INC. IS 15,000
     SHARES OF COMMON STOCK, PAR VALUE 100.00 PER SHARE, AND 15,000 SHARES OF
     PREFERRED STOCK, PAR VALUE $100.00 PER SHARE.

          8.   PILGRIM'S PRIDE CORPORATION IS THE OWNER OF 100% OF THE ISSUED
     AND OUTSTANDING SHARES OF CASH POULTRY, INC.

                                       -1-

     IN WITNESS WHEREOF, THE UNDERSIGNED HAS CAUSED. THIS CERTIFICATE TO BE
SIGNED AS OR THE 10th DAY OF MARCH, 1988.
                                           PILGRIMS'S PRIDE CORPORATION
ATTEST:
					   A DELAWARE CORPORATION
 /s/ Clifford E. Butler
_________________________				/s/ Lonnie A. Pilgrim
						BY________________________
CLIFFORD E. BUTLER            .
SECRETARY                                        LONNIE A. PILGRIM
                                                 CHAIRMAN OF THE BOARD AND
                                                 CHIEF EXECUTIVE OFFICER





                                   EXHIBIT A

                   PLAN AND AGREEMENT OF MERGER



     THIS PLAN AND AGREEMENT OF MERGER, MADE AN ENTERED INTO AS OF THE 10th DAY
OF  MARCH,  1988,  BY  AND  BETWEEN  CASH POULTRY, INC., AN ARIZONA CORPORATION
("CPI")  AND  PILGRIM'S  PRIDE  CORPORATION,  A  DELAWARE  CORPORATION  ("PPC")
(HEREINAFTER COLLECTIVEAY REFERRED TO AS THE "CONSTITUENT CORPORATIONS");


                             W I T N E S S E T H:

     WHEREAS, THE RESPECTIVE BOARDS OF DIRECTORS OF CPI AND PPC HAVE DETERMINED
THAT IT IS DESIRABLE AND IN THE BEST  INTEREST  OF  EACH OF THE CORPORATIONS TO
EFFECT A MERGER OF THE CORPORATIONS, WHEREBY (I) CPI  WILL  BE MERGED INTO PPC,
WHICH  WILL  BE THE SURVIVING CORPORATION IN THE MERGER, (II) EACH  ISSUED  AND
OUTSTANDING SHARE  OF  COMMON  AND PREFERRED STOCK, PAR VALUE $100.00 PER SHARE
("CPI STOCK"), OF CPI OWNED BY PPC  WILL  BE CANCELLED ARID (III) NO NEW SHARES
OF PPC SHALL BE ISSUED IN EXCHANGE THEREFOR; A ~D

     WHEREAS, THE RESPECTIVE BOARDS OF DIRECTORS  OF  CPI  AND  PPC  HAVE  DULY
AUTHORIZED THE EXECUTION HEREOF;

     NOW  THEREFORE,  IN  CONSIDERATION  OF  THE  PREMISES  AND  OF  THE MUTUAL
COVENANTS  AND  AGREEMENTS HEREIN CONTAINED, CPI AND PPC HEREBY AGREE THAT  CPI
SHALL BE MERGED WITH  AND  INTO PPC IN ACCORDANCE WITH THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND PRESCRIBE  THE  TERMS AND CONDITIONS OF THE MERGER OF CPI
INTO  PPC, THE MODE OF CARRYING IT INTO  EFFECT,  THE  NAME  OF  THE  SURVIVING
CORPORATION,  AND  SUCH OTHER DETAILS AND PROVISIONS AS ARE DEEMED NECESSARY OF
DESIRABLE, AS FOLLOWS:

      1.   MERGER. SUBJECT  TO  THE  CONDITIONS HEREINAFTER SET FORTH, UPON THE
FILING OF ARTICLES OF MERGER AS REQUIRED  UNDER  APPLICABLE LAW (THE "EFFECTIVE
TIME"), CPI SHALL BE MERGED WITH AND INTO PPC, AND  PPC  SHALL BE THE SURVIVING
CORPORATION AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

     2.  TERMS  AND CONDITIONS OF THE MERGER. AT THE EFFECTIVE  TIME,  (I)  THE
CERTIFICATE  OF  INCORPORATION  OF  THE  SURVIVING  CORPORATION  SHALL  BE  THE
CERTIFICATE  OF INCORPORATION  OF  PPC  IN  EFFECT  IMMEDIATELY  PRIOR  TO  THE
EFFECTIVE TIME,  (II)  THE  BYLAWS  OF  THE  SURVIVING CORPORATION SHALL BE THE
BYLAWS  OF PPC IN EFFECT IMMEDIATELY PRIOR TO THE  EFFECTIVE  TIME,  (III)  THE
DIRECTORS  OF THE SURVIVING CORPORATION SHALL BE THE DIRECTORS OF PPC IN OFFICE
IMMEDIATELY PRIOR TO THE EFFECTIVE TIME, WHO SHALL SERVE UNTIL THEIR SUCCESSORS
SHALL HAVE BEEN  ELECTED  AND SHALL QUALIFY, (IV) THE OFFICERS OF THE SURVIVING
CORPORATIONS SHALL BE THE OFFICES  OF  PPC  IN  OFFICE IMMEDIATELY PRIOR TO THE
EFFECTIVE TIME, AND (V) THE REGISTERED OFFICE OF  THE  SURVIVING CORPORATION IN
THE  STATE  OF  DELAWARE  SHALL  BE THE CORPORATION TRUST CENTER,  1209  ORANGE
STREET, WILMINGTON, DELAWARE.

     THIS MERGER AGREEMENT SHALL CONSTITUTE  A  PLAN OF REORGANIZATION PURSUANT
TO SECTION 368(A) (L) (A) OF THE INTERNAL REVENUE CODE OF 1954, AS AMENDED.

     AT  THE  EFFECTIVE TIME, THE SEPARATE CORPORATE  EXISTENCE  OF  CPI  SHALL
CEASE, AND PPC  SHALL POSSESS ALL THE RIGHTS, PRIVILEGES, POWERS AND FRANCHISES
OF A PUBLIC AS WELL  AS  OF  A  PRIVATE  NATURE  AND  BE  SUBJECT  TO  ALL  THE
RESTRICTIONS,  DISABILITIES AND DUTIES OF EACH OF THE CONSTITUENT CORPORATIONS:
AND ALL AND SINGULAR,  THE RIGHTS, PRIVILEGES, POWERS AND FRANCHISES OF EACH OF
THE CONSTITUENT CORPORATIONS,  AND  ALL PROPERTY, REAL, PERSONAL AND MIXED, AND
ALL DEBTS DUE TO EITHER OF THE CONSTITUENT  CORPORATIONS  ON  WHATEVER ACCOUNT,
INCLUDING  STOCK  SUBSCRIPTIONS  AND  ALL OTHER CHOSES OR THINGS IN  ACTION  OR
BELONGING  TO  EACH OF THE CONSTITUENT CORPORATIONS  SHALL  BE  VESTED  IN  THE
SURVIVING  CORPORATION;  AND  ALL  PROPERTY,  RIGHTS,  PRIVILEGES,  POWERS  AND
FRANCHISES, AND ALL AND EVERY OTHER INTEREST SHALL BE THEREAFTER AS EFFECTUALLY
THE PROPERTY  OF  THE  SURVIVING  CORPORATION  AS  THEY WERE OF THE SEVERAL AND
RESPECTIVE CONSTITUENT CORPORATIONS, AND THE TITLE TO ANY REAL ESTATE VESTED BY
DEED OR OTHERWISE, UNDER THE LAWS OF THE STATE OF DELAWARE,  IN  EITHER OF SUCH
CONSTITUENT CORPORATIONS, SHALL NOT REVERT OR BE IN ANY WAY IMPAIRED  BY REASON
OF  THE  GENERAL  CORPORATION  LAW OF THE STATE OF DELAWARE: BUT ALL RIGHTS  OF
CREDITORS  AND  ALL  LIENS  UPON  ANY   PROPERTY  OF  ANY  OF  THE  CONSTITUENT
CORPORATIONS SHALL BE PRESERVED, UNIMPAIRED,  AND  ALL  DEBTS,  LIABILITIES AND
DUTIES OF THE RESPECTIVE CONSTITUENT CORPORATIONS SHALL THENCEFORTH  ATTACH  TO
THE  SURVIVING CORPORATION AND MAY BE ENFORCED AGAINST IT TO THE SAME EXTENT AS
IF SAID DEBTS, LIABILITIES AND DUTIES HAD BEEN INCURRED OR CONTRACTED TO IT.

     PPC,  THE  SURVIVING  CORPORATION, HEREBY (I) AGREES THAT IT MAY BE SERVED
WITH PROCESS IN THE STATE OF  ARIZONA  IN ANY PROCEEDING FOR THE ENFORCEMENT OF
ANY OBLIGATION OF CPI AND IN ANY PROCEEDING  FOR  THE ENFORCEMENT OF THE RIGHTS
OF A DISSENTING SHAREHOLDER OF CPI AGAINST PPC, (II)  IRREVOCABLY  APPOINTS THE
COMMISSIONER OF THE STATE OF ARIZONA AS ITS AGENT TO ACCEPT SERVICE  OF PROCESS
IN  ANY  SUCH  PROCEEDING,  AND  (III) AGREES THAT IT WILL PROMPTLY PAY TO  THE
DISSENTING SHAREHOLDERS OF CPI THE  AMOUNT,  IF  ANY,  TO  WHICH  THEY SHALL BE
ENTITLED UNDER THE PROVISIONS OF ~10-007 OF THE CORPORATE LAWS OF THE  STATE OF
ARIZONA WITH RESPECT TO THE RIGHTS OF DISSENTING SHAREHOLDERS.


      3.  THE  MANNER OF CONVERTING THE SHARES. AT THE EFFECTIVE TIME, EACH  OF
THE ISSUED AND OUTSTANDING  SHARES OF CPI STOCK OWNED BY PPC SHALL BE CANCELLED
AND RETURNED. NO SHARES OF STOCK OF PPC SHALL BE ISSUED IN EXCHANGE THEREFOR.

     4.   TERMINATION. THIS AGREEMENT  MAY  BE  TERMINATED AND ABANDONED AT ANY
TIME PRIOR TO THE EFFECTIVE TIME, WHETHER BEFORE OR AFTER ACTION THEREON BY THE
SHAREHOLDERS OF CPI OR PPC, BY RESOLUTION OF THE  BOARD  OF DIRECTORS OF EITHER
CPI OR PPC. IN THE EVENT OF THE TERMINATION AND ABANDONMENT  OF  THIS AGREEMENT
PURSUANT  TO  THE  PROVISIONS  OF THIS SECTION, THIS AGREEMENT SHALL BE  OF  NO
FURTHER FORCE OR EFFECT.

     5. FURTHER ACTIONS. THE PARTIES  HERETO  AGREE TO TAKE ALL FURTHER ACTIONS
AND  TO EXECUTE AND ACKNOWLEDGE AND DELIVER ALL  SUCH  FURTHER  INSTRUMENTS  OR
DOCUMENTS  AS  MAY  BE  NECESSARY  OR  DESIRABLE  TO CARRY OUT THE TRANSACTIONS
PROVIDED FOR IN THIS AGREEMENT.

      IN WITNESS WHEREOF, EACH OF THE PARTIES HERETO  HAS CAUSED THIS AGREEMENT
TO BE SIGNED AS OF THE DATE FIRST ABOVE WRITTEN.

ATTEST                              CASH POULTRY, INC.
                                    AN ARIZONA CORPORATION
/s/ Clifford E. Butler	 			/s/ Lonnie A. Pilgrim
____________________________        ____________________________________
CLIFFORD E. BUTLER      	    LONNIE A. PILGRIM
SECRETARY                           PRESIDENT



 ATTEST                             PILGRIM'S PRIDE CORPORATION
                                    A DELAWARE CORPORATION

/s/ Clifford E. Butler			/s/ Lonnie A. Pilgrim
______________________________      BY:_______________________________
CLIFFORD E. BUTLER                  LONNIE A. PILGRIM
SECRETARY                           CHIEF EXECUTIVE OFFICER

STATE OF TEXAS

COUNTY OF CAMP


      BEFORE ME, A NOTARY PUBLIC IN AND FOR SAID COUNTY AND STATE, PERSONALLY
APPEARED LONNIE A. PILGRIM AND CLIFFORD E. BUTLER, WHO BEING BY ME DULY SWORN,
DECLARED THAT THEY ARE THE CHIEF EXECUTIVE OFFICER AND SECRETARY, RESPECTIVELY,
OF PILGRIM'S PRIDE CORPORATION, A DELAWARE CORPORATION, THAT THEY SIGNED THE
FOREGOING DOCUMENT AS CHIEF EXECUTIVE OFFICER AND SECRETARY, RESPECTIVELY, OF
SAID CORPORATION, THAT THE STATEMENTS THEREIN CONTAINED ARE TRUE, AND
ACKNOWLEDGED THE INSTRUMENT TO BE THE FREE ACT AND DEED OF SAID CORPORATION.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS 10th DAY OF MARCH, 1988

 					/s/ Cynthia A. Jackson
                                    ___________________________
MY COMMISSION EXPIRES:              NOTARY PUBLIC IN AND FOR
    7-12-89                         THE STATE OF TEXAS
_______________________________

STATE OF TEXAS

COUNTY OF CAMP

     BEFORE ME, A NOTARY PUBLIC IN AND FOR SAID COUNTY  AND  STATE,  PERSONALLY
APPEARED LONNIE A. PILGRIM AND CLIFFORD E. BUTLER, WHO BEING BY ME DULY  SWORN,
DECLARED  THAT  THEY  ARE  THE  PRESIDENT  AND SECRETARY, RESPECTIVELY, OF CASH
POULTRY, INC., AN ARIZONA CORPORATION, THAT  THEY SIGNED THE FOREGOING DOCUMENT
AS  PRESIDENT  AND  SECRETARY,  RESPECTIVELY,  OF SAID  CORPORATION,  THAT  THE
STATEMENTS THEREIN CONTAINED ARE TRUE, AND ACKNOWLEDGED  THE  INSTRUMENT  TO BE
THE FREE ACT AND DEED OF SAID CORPORATION.

     GIVEN UNDER NY HAND AND SEAL OF OFFICE, THIS 10th DAY OF MARCH, 1988


7-12-89                                /s/ Cynthia A. Jackson
                                    _________________________________
MY COMMISSION EXPIRES:              NOTARY PUBLIC IN AND OF
                                    THE STATE OF TEXAS







                            SECRETARY'S CERTIFICATE

        I, CLIFFORD E. BUTLER, DO HEREBY CERTIFY THAT I AM THE DULY ELECTED AND
   QUALIFIED SECRETARY OF CASH POULTRY, INC. AND THAT THE HOLDERS OF ALL OF THE
   ISSUED  AND  OUTSTANDING  SHARES  OF  NON-VOTING COMMON AND VOTING PREFERRED
   STOCK, PAR VALUE $100.00 PER SHARE, OF  CPI  HAVE  APPROVED  AND ADOPTED THE
   PLAN  AND  AGREEMENT  OF  MERGER  BY  AND  BETWEEN  EN  AND  PILGRIM'S PRIDE
   CORPORATION,  A  DELAWARE  CORPORATION,  DATED MARCH 10, 1988 BY  UNANIMOUS
   CONSENT DATED MARCH 10, 1988.

        IN WITNESS WHEREOF, I HAVE EXECUTED THE CERTIFICATE AS OF THE 10th DAY
   OF MARCH, 1988




                                                   /s/ Clifford E. Butler
						 ___________________________
                                                 CLIFFORD E. BUTLER




                     CERTIFIED RESOLUTIONS APPROVING PLAN
                             AND AGREEMENT MERGER


        WHEREAS, THERE HAS BEEN PRESENTED TO AND DISCUSSED AT THIS MEETING A
   PROPOSED PLAN AND AGREEMENT OF MERGER, A COPY OF WHICH IS ATTACHED HERETO,
   PROVIDING FOR THE MERGER OF CASH POULTRY, INC. INTO THIS CORPORATION; AND

        WHEREAS, THIS BOARD OF DIRECTORS DEEMS IT TO BE IN THE BEST INTERESTS
   OF THIS CORPORATION AND ITS SHAREHOLDERS THAT THE PLAN AND AGREEMENT OF
   MERGER BE APPROVED AND THAT CASH POULTRY, INC. AND THIS CORPORATION BE
   MERGED;

        RESOLVED, THAT THE TERMS AND CONDITIONS OF THE PROPOSED PLAN AND
   AGREEMENT OR MERGER PRESENT TO THIS MEETING, AND MODE OF CARRYING THEM INTO
   EFFECT AS VEIL AS THE MANNER AND BASIS OF CONVERTING THE SHARES OF THE
   CONSTITUENT CORPORATIONS INTO SHARES OF THE SURVIVING CORPORATION AS SET
   FORTH IN THE PLAN AND AGREEMENT OF MERGER, ARE HEREBY APPROVED;

        RESOLVED FURTHER, THAT THE PRESIDENT AND THE SECRETARY OF THIS
   CORPORATION ARE DIRECTED TO EXECUTE SAID PLAN AND AGREEMENT OF MERGER IN THE
   NAME AND ON BEHALF OF THIS CORPORATION AND TO DELIVER A DULY EXECUTED COPY
   THEREOF TO PILGRIM'S PRIDE, INC.;




                            SECRETARY'S CERTIFICATE

        II, CLIFFORD F. BUTLER, DO HEREBY CERTIFY THAT I AM THE DULY ELECTED
   AND QUALIFIED SECRETARY OF PILGRIM'S PRIDE CORPORATION, AND THAT THE
   DIRECTORS OF PILGRIM'S PRIDE CORPORATION HAVE APPROVED THE ABOVE AND
   FOREGOING RESOLUTIONS BY UNANIMOUS CONSENT AT A MEETING OF THE BOARD OF
   DIRECTORS DULY HELD ON FEBRUARY 3, 1988.

        SIGNED AND DATES THIS 10th DAY OF MARCH, 1988.

					/s/ Clifford E. Butler
                               ______________________________________________
                               CLIFFORD E. BUTLER









CERTIFICATE OF MERGER OF THE CASH POULTRY, INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF ARIZONA MERGING 'WITH AND INTO THE
"PILGRIM'S PRIDE CORPORATION". A CORPORATION ORGANIZED AND EXISTING UNDER THE
LAWS OF THE STATE OF DELAWARE UNDER THE NAME OF "PILGRIMS PRIDE CORPORATION",
AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-FIRST DAY OF March 1988, AT 9
O'CLOCK AM.
    AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.



                               STAVE OF DELAWARE
                              SECRETARY OF STATE
                           DIVISION OF CORPORATIONS
                           FILED 03:00 PM 06/307199S
                               98125161-2101254


                          CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                          PILGRIM'S PRIDE CORPORATION

     PILGRIM'S PRIDE CORPORATION A CORPORATION ORGANIZED AND EXISTING UNDER THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (THE "CORPORATION"), DOES
HEREBY CERTIFY THAT:
      ARTICLE FOURTH OF THE CORPORATION CERTIFICATE INCORPORATION IS AMENDED TO
READ IN ITS ENTIRETY AS FOLLOWS
           "FOURTH:

           AUTHORIZED SHARES

           THE TOTAL NUMBER OF SHARES OF STOCK WHICH THE CORPORATION SHALL HAVE
AUTHORITY TO ISSUE IS
165,000,000 SHARES CONSISTING OF THE FOLLOWING:

(1)        100,000,000 SHARES OF CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
                     (THE "CLASS A COMMON STOCK"):
(2)   60,000,000 SHARES OF CLASS B COMMON STOCK PAR VALUE $.01 PER SHARE (THE
"CLASS B COMMON STOCK" AND, TOGETHER WITH THE CLASS A COMMON STOCK, THE "COMMON
STOCK"); AND
(3)   5,000,000 SHARES OF PREFERRED STOCK PAR VALUE $.01 PER SHARE (THE
"PREFERRED STOCK").


           UPON THE FILING OF THIS CERTIFICATE OF AMENDMENT OF CERTIFICATE OF
      INCORPORATION WITH THE SECRETARY OF STATE OF DELAWARE (THE" EFFECTIVE
      TIME"), AND WITHOUT ANY FURTHER ACTION ON THE PART OF THE CORPORATION OR
      ITS STOCKHOLDERS, EACH SHARE OF THE CORPORATION'S COMMON STOCK, PAR VALUE
      $.01 PER SHARE, ISSUED AND OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE
      TIME (THE "EXISTING COMMON STOCK"), INCLUDING SHARES HELD IN THE TREASURY
      OF THE CORPORATION, SHALL BE AUTOMATICALLY RECLASSIFIED, CHANGED, AND
      CONVERTED INTO ONE FULLY PAID AND NONASSESSABLE SHARE OF CLASS B COMMON
      STOCK, PAR VALUE $.01 SHARE. ANY STOCK CERTIFICATE THAT, IMMEDIATELY
      PRIOR TO THE EFFECTIVE TIME, REPRESENTS SHARES OF THE EXISTING COMMON
      STOCK WILL FROM AND AFTER THE EFFECTIVE TIME AUTOMATICALLY AND WITHOUT
      THE NECESSITY OF PRESENTING THE SAME EXCHANGE REPRESENT THAT NUMBER OF
      SHARES OF CLASS B COMMON STOCK EQUAL TO THE NUMBER OF SHARES OF THE
      EXISTING COMMON STOCK REPRESENTED BY SUCH CERTIFICATE PRIOR TO THE
      EFFECTIVE TIME.


DESIGNATIONS,PREFERENCES,ETC. OF THE CAPITAL STOCK

     THE DESIGNATIONS, PREFERENCES, POWERS, QUALIFICATIONS, AND SPECIAL
RELATIVE RIGHTS OR PRIVILEGES OF THE CAPITAL STOCK OF THE CORPORATION SHALL BE
AS SET FORTH BELOW.

COMMON STOCK

(1)   IDENTICAL RIGHTS EXPCEPT AS HEREIN OTHERWISE EXPRESSLY PROVIDED ALL
      SHARES OF COMMON STOCK SHALL BE IDENTICAL AND SHALL
      ENTITLE THE HOLDERS THEREOF TO THE SAME RIGHTS AND PRIVILEGES.
(2)   DIVIDENDS ON THE COMMON STOCK

	(A) SUBJECT TO THE PRIOR RIGHTS AND PREFERENCES, IF ANY,
            APPLICABLE TO SHARES OF THE PREFERRED STOCK OR ANY SERIES
            THEREOF, THE HOLDERS OF SHARES OF COMMON STOCK SHALL BE
            ENTITLED TO RECEIVE SUCH DIVIDENDS (PAYABLE IN CASH,
            STOCK, OR OTHERWISE) AS MAY BE DECLARED THEREOF BY THE
            CORPORATION'S BOARD OF DIRECTORS (THE" BOARD OF
            DIRECTORS") AT ANY TIME AND FROM TIME TO TIME OUT OF ANY
            FUNDS OF THE CORPORATION LEGEALLY AVAILABLE THEREFORE,
            EXCEPT THAT (I) IF DIVIDENDS ARE DECLARED THAT ARE
            PAYABLE IN SHARES OF COMMON STOCK, THEN SUCH STOCK
            DIVIDENDS SHALL BE PAYABLE AT THE SAME RATE ON EACH CLASS
            OF  COMMON STOCK AND SHALL BE PAYABLE ONLY IN SHARES OF
            CLASS A COMMON STOCK TO HOLDERS OF CLASS A COMMON STOCK
            AND IN SHARES OF CLASS B COMMON STOCK TO HOLDERS OF CLASS
            B COMMON STOCK AND (II) IF DIVIDENDS ARE DECLARED THAT
            ARE PAYABLE IN SHARES OF COMMON STOCK OF ANOTHER
            CORPORATION, THE SUCH SHARES MAY DIFFER AS TO VOTING
            RIGHTS TO EXTENT THAT VOTING RIGHTS NOW DIFFER AMONG THE
            CLASS A COMMON STOCK AND THE CLASS THE CLASS B COMMON
                      STOCK.
      (B)   DIVIDENDS PAYABLE UNDER THIS SUBPARAGRAPH (2) SHALL BE PAID
            TO THE HOLDERS OF RECORD OF THE OUTSTANDING SHARES OF COMMON
            STOCK AS THEIR NAMES SHALL APPEAR ON THE STOCK REGISTER OF
            THE CORPORATION ON THE RECORD DATE FIXED BY THE BOARD OF
            DIRECTORS IN ADVANOM OF DECLARATION AND PAYMENT OF EACH
            DIVIDEND.  ANY SHARES OF COMMON STOCK ISSUED AS A DIVIDEND
            PURSUANT TO THIS SUBPARAGRAPH (2) SHALL WHEN SO ISSUED, BE
            DULY AUTHORIZED VALIDLY ISSUED, FULLY PAID AND NON
            ASSESSABLE AND FREE OF ALL LIENS AND CHARGES.

      (C)   NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY,
            NO DIVIDENDS ON SHARES OF COMMON STOCK SHALL BE DECLARED BY
            THE BOARD OF DIRECTORS OR PAID OR SET APART FOR PAYMENT BY
            THE CORPORATION AT ANY TIME THAT SUCH DECLARATION PAYMENT
            OR SETTING APART IS PROHIBITED BY APPLICABLE LAW.

(3)   STOCK  SPLITS   RELATING  TO   THE   COMMON   STOCK   'THE
      CORPORATION SHALL  NOT IN ANY MANNER SUBDIVIDE (BY ANY STOCK SPLIT,
      RECLASSIFICATION, STOCK DIVIDEND, RECAPITALIZATION OR OTHERWISE) OR
      COMBINE THE OUTSTANDING  SHARES  OF  ONE CLASS OF COMMON STOCK
      UNLESS THE  OUTSTANDING SHARES OF BOTH CLASSES  OF  COMMON  STOCK
      SHALL  BE PROPORTIONATELY SUBDIVIDED OR COMBINED.

(4)   LIQUIDATION  RIGHTS  OF THE COMMON STOCK,  IN THE EVENT OF
      ANY VOLUNTARY OR INVOLUNTARY LIQUIDATION  DISSOLUTION, OR WINDING
      -UP OF  THE CORPORATION AFTER DISTRIBUTION IN FULL  OF  THE
      PREFERENTIAL AMOUNTS,  IF  ANY,  TO  BE DISTUBUTED TO THE
      HOLDERS OF SHARES OF THE PREFERRED STOCK OR ANY SERIES  THEREOF
      THE  HOLDERS  OF  SHARES  OF COMMON  STOCK  SHALL  BE  ENTITLED  TO
      RECEIVE  ALL OF THE REMAINING ASSETS  OF  THE  CORPORATION
      AVAILABLE  FOR  DISTRIBUTION   TO   ITS STOCKHOLDERS  RATABLY IN
      PROPORTION TO THE NUMBER OF SHARES OF COMMON STOCK  HELD  BY THEM.
      A LIQUIDATION DISSOLUTION OR WINDING UP OF THE CORPORATION AS SUCH.
      TERMS  ARE USED IN THIS SUBPARAGRAPH (4) SHALL NOT BE DEEMED TO BE
      OCCASIONED  BY OR TO INCLUDE ANY CONSOLIDATION OR MERGER OF THE
      CORPORATION WITH OR  INTO  ANY  OTHER  CORPORATION   OR
      CORPORATIONS OR OTHER ENTRY OR SALE LEASE EXCHANGE OR CONVEYANCE OF
      ALL OR A PART OF THE ASSETS OF THE CORPORATION.

(5)   VOTING RIGHTS OF THE COMMON STOCK


      (A)   THE  HOLDERS OF THE CLASS A COMMON STOCK AND 'THE CLASS
            B COMMON STOCK  SHALL  VOTE  AS  A  SINGLE  CLASS ON ALL
            MATTERS  SUBMITTED  TO A VOTE OF THE STOCKHOLDERS, WITH EACH
            SHARES  OF CLASS A COMMON  STOCK  BEING  ENTITLED  TO
            ONE (1) VOTE AND EACH  SHARE  OF  CLASS B COMMON STOCK
            BEING ENTITLED  TO  TWENTY  (20) VOTES, EXCEPT AS
            OTHERWISE PROVIDED BY LAW.

      (B)   NO  HOLDER  OF  COSTS  STOCK  SHALL  BE  ENTITLED TO
            PREEMPTIVE OR SUBSCRIPTION RIGHTS.


(6)   CONSIDERATION ON MERGER CONSOLIDATION  ETC IN MY  MERGER ,
      CONSOLIDATION   OR  BUSINESS  COMBINATION  THE  CONSIDERATION
      TO  BE RECEIVED PER SHARE  BY THE HOLDER OF CLASS A COMMON STOCK
      AND CLASS B COMMON STOCK MUST BE  IDENTICAL  FOR EACH CLASS OF
      STOCK, EXCEPT THAT IN ANY SUCH TRANSACTION IN WHICH SHARES  OF
      COMMON  STOCK  ARE TO BE DISTRIBUTED, SUCH SHARES MAY DIFFER AS
      TO VOTING RIGHTS TO THE EXTENT THAT VOTING RIGHTS NOW DIFFER
      AMONG THE CLASS A COMMON STOCK  AND THE CLASS B COMMON STOCK.

PERFERRED STOCK

     SHARES OF THE PREFERRED STOCK MAY BE ISSUED FROM TIME TO TIME IN
     ONE OR  MORE SERIES THE SHARES OF EACH SERIES TO HAVE SUCH VOTING
     POWERS  FULL OR LIMITED  OR  NO  VOTING  POWERS,  AND  SUCH
     DESIGNATIONS LIMITATIONS OR RESTRICTIONS THEREOF AS SHALL BE
     STATED AND  EXPRESSED  IN A RESOLUTION OR RESOLUTIONS PROVIDING
     FOR THE ISSUE OF SUCH SERIES ADOPTED BY THE BOARD OF DIRECTORS oF
     THE CORPORATION. THE BOARD OF DIRECTORS OF THE CORPORATION IS
     HEREBY EXPRESSLY AUTHORIZED SUBJECT TO THE LIMITATIONS PROVIDED
     BY LAW, TO ESTABLISH AND DESIGNATE SERIES OF THE PREFERRED STOCK
     TO FIX THE NUMBER OF SHARES  CONSTITUTING  EACH  SERIES  AND  TO
     FIX THE DESIGNATIONS  AND  THE RELATIVE POWERS RIGHTS, PREFERENCES
     AND LIMITATIONS  OF THE SHARES OF EACH SERIES AND THE VARIATIONS
     IN THE RELATIVE POWERS, RIGHTS,  PREFERENCES AND LIMITATIONS AS
     BETWEEN SERIES AND TO INCREASE AND TO DECREASE  THE  NUMBER OF
     SHARES CONSTITUTING EACH SERIES.


     IN   WITNESS   WHEREOF,   PILGRIM'S  PRIDE  CORPORATION  HAS
CAUSED THIS CERTIFICATE TO BE EXECUTED BY LONNIE  A.  PILGRIM ITS
AUTHORIZED OFFICER ON THE 30TH DAY OF JUNE 1998.


                               PILGRIM'S PRIDE CORPORATION




             		       ___________________________________
                               LONNIE  A  PILGRIM  CHAIRMAN  OF THE
		               BOARD OF DIRECTOS
                               AND CHIEF EXECUTIVE OFFICER






                                                       STATE OF DELAWARE
SECRETARY OF STATE
                                                       DIVISION OF
CORPORATION
                                                       FILED 10:00 AM
                                 07/20/1999
                                                       991296614-2101254

                          CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                          PILGRIM'S PRIDE CORPORATION

            PILGRIM'S PRIDE CORPORATION , A CORPORATION ORGANIZED AND EXISTING
UNDER THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (THE "CORPORATION")
DOES HEREBY CERTIFY THAT

1   THE AMENDMENT TO THE  CORPORATION'S CERTIFICATE OF INCORPORATION SET
    FORTH BELOW WAS DULY ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF SECTION
    242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

2   ARTICLE FOURTH OF THE CORPORATION'S CERTIFICATE OF INCORPORATION IS
    AMENDED TO READ IN ITS ENTIRELY AS FOLLOWS


    "FOURTH:

    AUTHORIZED SHARES

    THE TOTAL NUMBER OF SHARES TO STOCK WHICH THE CORPORATION  SHALL HAVE
    AUTHORITY TO ISSUE IS 165,000,000 SHARES, CONSISTING OF THE FOLLOWING


    (1)  100,000,000 SHARES OF CLASS A COMMON STOCK , PAR
         VALUE $.01 PER SHARE (THE "CLASS A COMMON STOCK");

    (2)  60,000.000 SHARES OF CLASS B COMMON STOCK, PAR VALUE
         $.01 PER SHARE (THE "CLASS B COMMON STOCK" AND, TOGETHER WITH
         THE CLASS A COMMON STOCK THE COMMON STOCK"); AND

    (3)  5,000.000 SHARES OF PREFERRED STOCK, PAR VALUE $.01 PER
         SHARE (THE "PREFERRED STOCK")

DESIGNATIONS PREFERENCES ETC OF THE CAPITAL STOCK

    THE DESIGNATIONS PREFERENCES POWERS QUALIFICATIONS AND SPECIAL
OR RELATIVE RIGHTS OR PRIVILEGES OF THE CAPITAL STOCK OF THE CORPORATION
SHALL BE AS SET FORTH BELOW.

COMMON STOCK

    (1)  IDENTICAL RIGHTS  EXCEPT AS HEREIN OTHERWISE EXPRESSLY
         PROVIDED, ALL SHARES OF COMMON STOCK SHALL BE IDENTICAL AND
         SHALL ENTITLE THE HOLDERS THEREOF TO THE SAME RIGHTS AND
         PRIVILEGES.

    (2)  DIVIDENDS ON THE  COMMON STOCK.

         (A)  SUBJECT TO THE PRIOR RIGHTS AND PREFERENCES IF ANY
              APPLICABLE TO SHARES OF THE PREFERRED STOCK OR
              ANY SERIES THEREOF THE HOLDERS OF SHARES OF
              COMMON STOCK SHALL BE ENTITLED TO RECEIVE SUCH
              DIVIDENDS (PAYABLE IN CASH, STOCK, OR OTHERWISE)
              AS MAY BE DECLARED THEREON BY THE CORPORATION'S BOARD
              OF DIRECTORS (THE "BOARD OF DIRECTORS) AT ANY TIME AND
              FROM TIME TO TIME OUT OF ANY FUNDS OF THE CORPORATION
              LEGALLY AVAILABLE THEREFORE EXECEPT THAT (1) IF DIVIDENDS
              ARE DECLARED THAT ARE PAYABLE IN
              SHARES OF COMMON STOCK, THEN SUCH STOCK
              DIVIDENDS SHALL BE PAYABLE AT THE SAME RATE ON
              EACH CLASS OF COMMON STOCK AND SHALL BE PAYABLE
              ONLY IN SHARES OF CLASS A COMMON STOCK TO
              HOLDERS OF CLASS A COMMON STOCK AND IN SHARES
              OF EITHER CLASS A COMMON STOCK OR CLASS B
              COMMON STOCK AS MAY BE SPECIFIED BY THE BOARD
              OF DIRECTORS IN A RESOLUTION AUTHORIZING AND
              SUCH STOCK DIVIDEND TO HOLDERS OF CLASS B
              COMMON STOCK AND (II) IF DIVIDENDS ARE DECLARED
              THAT ARE PAYABLE IN SHARES OF COMMON STOCK OF
              ANOTHER CORPORATION, THEN SUCH SHARES MAY
              DIFFER AS TO VOTING RIGHTS TO THE EXTENT THAT
              VOTING RIGHTS DIFFER AMONG THE CLASS A COMMON
              STOCK AND THE CLASS B COMMON STOCK.

        (B)   DIVIDENDS  PAYABLE UNDER THIS SUBPARAGRAPH (2) SHALL
              BE PAID TO THE HOLDERS  OF RECORD OF THE OUTSTANDING SHARES OF
              COMMON STOCK AS THEIR NAMES SHALL APPEAR ON THE STOCK REGISTER
              OF TO CORPORATION ON THE  RECORD  DATE  FIXED  BY THE BOARD OF
              DIRECTORS  IN  ADVANCE  OF  DECLARATION  AND PAYMENT  OF  EACH
              PURSUANT TO THIS  SUBPARAGRAPH  (2)  SHALL, WHEN SO ISSUED, BE
              DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND NON ASSESSABLE
              AND FREE OF ALL LIENS AND CHARGES.

        (C)   NOTWITHSTANDING ANYTHING CONTAINED  HEREIN  TO  FLUE
              CONTRARTY,  NO  DIVIDENDS  ON  SHARES OF COMMON STOCK SHALL BE
              DECLARED BY THE BOARD OF DIRECTORS  OR  PAID  OR SET APART FOR
              PAYMENT BY THE CORPORATION AT ANY TIME THAT SUCH  DECLARATION,
              PAYMENT OR SETTING APART IS PROHIBITED BY APPLICABLE LAW,

  (3)   STOCK  SPLITS  RELATING  TO  THE COMMON STOCK. EXECPT  AS
        EXPRESSLY PROVIDED IN SUBPARAGRAPH (2) ABOVE,  THE CORPORATION SHALL
        NOT  IN  ANY  MANNER SUBDIVIDE (BY ANY STOCK SPLIT  RECLASSIFICATION
        STOCK  DIVIDEND   RECAPITALIZATION  OR  OTHERWISE)  OR  COMBINE  THE
        OUTSTANDING  SHARES   OF  ONE  CLASS  OF  COMMON  STOCK  UNLESS  THE
        OUTSTANDING  SHARES  OF  BOTH  CLASSES  OF  COMMON  STOCK  SHALL  BE
        PROPORTIONATELY SUBDIVIDED OR COMBINED.

  (4)   LIQUIDATION RIGHTS  OF THE  COMMON STOCK. IN THE EVENT OF
        ANY VOLUNTARY OR INVOLUNTARY  LIQUIDATION.  DISSOLUTION,  OR WINDING
        UP    OF   THE   CORPORATION  AFTER  DISTRIBUTION  IN  FILL  OF  THE
        PREFERENRIAL AMOUNTS  IF  ANY  TO  BE  DISTRIBUTED TO THE HOLDERS OF
        SHARES OF THE PREFERRED STOCK OR ANY SERIES  THEREOF, THE HOLDERS OF
        SHARES  OF  COMMON  STOCK SHALL BE ENTITLED TO RECEIVE  ALL  OF  THE
        REMAINING ASSETS OF THE  CORPORATION  AVAILABLE  FOR DISTRIBUTION TO
        ITS  STOCKHOLDERS RATABLY IN PROPORTION TO THE NUMBER  OF  SHARE  OF
        COMMON  STOCK  HELD BY THEM. A LIQUIDATION DISSOLUTION OR WINDING UP
        OF THE CORPORATION  AS  SUCH TERMS ARE USED IN THIS SUBPARAGRAPH (4)
        SHALL  NOT  BE  DEEMED  TO  BE  OCCASIONED  BY  OR  TO  INCLUDE  ANY
        CONSOLIDATION OR MERGER OF THE  CORPORATION  WITH  OR INTO ANY OTHER
        CORPORATION  OR  CORPORATIONS  OR  OTHER  ENTITY  OR  A SALE,  LEASE
        EXCHANGE  OR  CONVEYANCE  OF  ALL  OR  A  PART OF THE ASSETS OF  THE
        CORPORATION .

  (5)   VOTING RIGHTS OF THE COMMON STOCK

        (A)   THE HOLDER OF THE CLASS A COMMON STOCK AND THE CLASS
              B  COMMON STOCK  SHALL VOTE AS A SINGE  CLASS  ON  ALL  MATTERS
              SUBMITTED  TO  A  VOTE  OF  THE STOCKHOLDERS WITH EACH SHARE OF
              CLASS A COMMON STOCK BEING ENTITLED  TO  ONE  (1) VOTE AND EACH
              SHARE  OF CLASS B COMMON  STOCK BEING ENTITLED TO  TWENTY  (20)
              VOTES EXCEPT AS OTHERWISE PROVIDED BY LAW.

        (B)   NO  HOLDER  OF  COMMON  STOCK  SHALL  BE  ENTITLED TO
              PREEMPTIVE OR SUBSCRIPTION RIGHTS.

  (6)   CONSIDERATION ON MERGER. CONSOLIDATION ETC. IN ANY  MERGER
        CONSOLIDATION,  OR  BUSINESS  COMBINATION,  THE CONSIDERATION TO BE.
        RECEIVED PER SHARE BY THE HOLDERS OF CLASS A. COMMON STOCK AND CLASS
        B  COMMON STOCK MUST BE IDENTICAL FOR EACH CLASS  OF  STOCK,  EXCEPT
        THAT IN ANY SUCH TRANSACTION  IN WHICH SHARES OF COMMON STOCK ARE TO
        BE DISTRIBUTED  SUCH  SHARES  MAY  DIFFER AS TO VOTING RIGHTS TO THE
        EXTENT THAT VOTING RIGHTS NOW DIFFER  AMONG THE CLASS A COMMON STOCK
        AND THE CLASS B COMMON STOCK.

 PREFERRED STOCK

        SHARES OF THE PREFERRED  STOCK MAY  BE ISSUED FROM TIME TO TIME
        IN  ONE  OR MOST SERIES , THE SHARES OF EACH  SERIES  TO  HAVE  SUCH
        VOTING POWERS  FULL  OR  LIMITED,  OR  NO  VOTING  POWERS  AND  SUCH
        DESIGNATIONS,  PREFERENCES  AND RELATIVE, PARTICIPATING, OPTIONAL OR
        OTHER SPECIAL RIGHTS, END QUALIFICATIONS LIMITATIONS OR RESTRICTIONS
        THEREOF  AS  SHALL  BE  STATED AND  EXPRESSED  IN  A  RESOLUTION  OR
        RESOLUTIONS PROVIDING FOR  THE  ISSUE OF SUCH SERIES BY THE BOARD OF
        DIRECTORS  OF  THE  CORPORATION.  THE  BOARD  OF  DIRECTORS  OF  THE
        CORPORATION   IS  HEREBY  EXPRESSLY  AUTHORIZED   SUBJECT   TO   THE
        LIMITATIONS PROVIDED BY LAW NO ESTABLISH AND DESIGNATE SERIES OF THE
        PREFERRED STOCK TO FIX THE NUMBER OF SHARES CONSTITUTING EACH SERIES
        AND  TO  FIX THE  DESIGNATIONS  AND  THE  RELATIVE  POWERS,  RIGHTS,
        PREFERENCES  AND  LIMITATIONS  OF  THE SHARES OF EACH SERIES AND THE
        VARIATIONS   IN  THE  RELATIVE  POWERS,  RIGHTS,   PREFENENCES   AND
        LIMITATIONS AS  BETWEEN  SERIES  AND TO INCREASE AND TO DECREASE THE
        NUMBER OF SHARES CONSULTING EACH SERIES .


      IN WITNESS WHEREOF PILGRIM'S PRIDE CORPORATION   CAUSED  THIS CERTIFICATE
TO BE EXECUTED BY LONNIE A. PILGRIM ITS AUTHORIZED OFFICER ON THE  20TH  DAY OF
JULY 1999



                                           PILGRIM'S PRIDE CORPORATION

                                            /s/ Lonnie A. Pilgrim

                                           _________________________________
                                           LONNIE  A. PILGRIM, CHAIRMAN OF THE
                                           BOARD OF DIRECTORS






                      CERTIFICATE OF OWNERSHIP AND MERGER
                                    MERGING
                 PILGRIM'S PRIDE CORPORATION OF VIRGINIA, INC.

                          PILGRIM'S PRIDE CORPORATION

                        PURSUANT TO SECTION 253 OF THE
               GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

           PILGRIM'S PRIDE CORPORATION, A CORPORATION ORGANIZED AND EXISTING
      UNDER AND BY VIRTUE OF THE GENERAL CORPORATION LAW OF THE STATE OF
      DELAWARE (THE "CORPORATION"), DOES HEREBY CERTIFY' THAT:


           1.    THE NAME AND THE STATE OF INCORPORATION OF EACH OF THE
      CONSTITUENT CORPORATIONS (HEREIN SO CALLED) IN THE MERGER IT AS FOLLOWS


                 NAME OF CORPORATION                   STATE
                 PILGRIM PRIDE CORPORATION              DELAWARE
                                                                   PILGRIM'S
PRIDE CORPORATION OF VIRGINIA, INC.
VIRGINIA

           2.    THE CORPORATION OWNS ALL OF THE OUTSTANDING SHARES OF CAPITAL
      STOCK OF PILGRIM% PRIDE CORPORATION OF VIRGINIA, INC.. A VIRGINIA
      CORPORATION.


           3.    THE CORPORATION, BY A CONSENT IN WRITING EXECUTED BY ITS BOARD
      OF DIRECTORS, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT "A" AND DULY
      ADOPTED ON THE 16TH DAY OF JULY, 2001, DETERMINED TO MERGE PILGRIM'S
      PRIDE CORPORATION OF VIRGINIA, INC. WITH AND INTO ITSELF ON THE
      CONDITIONS SET FORTH IN SODA RESOLUTIONS.


           4.    THE CORPORATION SHALL BE THE SURVIVING CORPORATION IN THE
      MERGER AND THE NAME OF THE CORPORATION AS THE SURVIVING CORPORATION SHALL
      CONTINUE TO BE PILGRIM'S PRIDE CORPORATION" (THE SURVIVING CORPORATION)



           5.    THE CERTIFICATE OF INCORPORATION OF THE CORPORATION AS IN
      EFFECT IMMEDIATELY  PRIOR TO THE EFFECTIVE TIME (AS DEFINED HEREIN) SHALL
      CONSTITUTE THE CERTIFICATE OF INCORPORATION OF THE SURVIVING CORPORATION.

           6.    THE MERGE SHALL BECOME EFFECTIVE ON JULY 17, 2001, AT 11:59
      P.M. (EASTERN TIME) (THE 'EFFECTIVE TIME") IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 103(D) OF THE GENERAL CORPORATION LAW OF THE STATE
      OF DELAWARE



           IN WITNESS WHEREOF, THIS CERTIFICATE WAS EXECUTED FOR AND ON BEHALF
      AND BRA THE NAME OF THE UNDERSIGNED CORPORATION ON JULY 16,2001.
                                  PILGRIM'S PRIDE CORPORATION



                                  BY:_________________________________
                                       NAME: RICHARD A. COGDILL
                                       TITLE EXECUTIVE VICE PRESIDENT
                                       CHIEF FINANCIAL OFFICER
                                       SECRETARY AND TREASURER






                                   EXHIBIT A

                           UNANIMOUS WRITTEN CONSENT
                           OF THE BOARD OF DIRECTORS
                                      OF
                          PILGRIM'S PRIDE CORPORATION

                           DATED AS OF JULY16, 2001

           THE UNDERSIGNED, BEING ALL OF THE MEMBERS OF THE BOARD OF DIRECTORS
     OF PILGRIM'S PRIDE CORPORATION. A DELAWARE CORPORATION (THE
     "CORPORATION"), HEREBY, PURSUANT TO THE PROVISIONS OF SECTIONS 141(F) AND
     253 OF THE DELAWARE GENERAL CORPORATION LAW (DGCL"). CONSENT TO, APPROVE
     AND ADOPT THE FOLLOWING RESOLUTIONS AND EACH AND EVERY ACTION EFFECTED
     THEREBY.

           WHEREAS, IT IS PROPOSED THAT PILGRIM'S PRIDE CORPORATION OF
      VIRGINIA, INC., A VIRGINIA CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF
      THE CORPORATION ("SUBSIDIARY"), MERGE WITH AND INTO THE CORPORATION (THE
      "MERGER"); AND

           WHEREAS, THE BOARD OF DIRECTORS OF THE CORPORATION HAS DETERMINED
      THAT IT IS ADVISABLE AND IN THE BEST INTEREST OF THE CORPORATION THAT
      SUBSIDIARY MERGE WITH AND INTO THE CORPORATION, WITH THE CORPORATION
      BEING THE SURVIVING CORPORATION UNDER THE NAME OF "PILGRIM'S PRIDE
      CORPORATION".

           RESOLVED, THAT SUBSIDIARY MERGE WITH AND INTO THE CORPORATION
      PURSUANT TO THE FOLLOWING TERMS AND PROVISIONS:

                 (A)   IN ACCORDANCE WITH SECTION 253 OF THE DGCL AND AS A
           WHOLLY OWNED SUBSIDIARY OF THE CORPORATION. SUBSIDIARY SHALL BE
           MERGED WITH AND INTO THE CORPORATION EFFECTIVE ON JULY 17, 2001, AT
           11:59 P.M. (EASTERN TIME) (THE EFFECTIVE TIME");

                 (B)   AS A RESULT OF THE MERGER, THE OUTSTANDING SHARES OF
           CAPITAL STOCK OF SUBSIDIARY SHALL BE CANCELED, THE SEPARATE
           CORPORATE EXISTENCE OF SUBSIDIARY SHALL CEASE, AND THE CORPORATION
           WILL BE THE SURVIVING CORPORATION IN THE MERGER (THE "CORPORATION");

                 C)   EACH SHARE OF CAPITAL STOCK OF THE CORPORATION ISSUED AND
           OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE TIME SHALL REMAIN
           OUTSTANDING AND SHALL CONSTITUTE THE ONLY OUTSTANDING SHARES OF
           CAPITAL STOCK OF THE SURVIVING CORPORATION.

                 D)  THE CERTIFICATE OF INCORPORATION OF THE CORPORATION SHALL
           CONSTITUTE THE CERTIFICATE OF INCORPORATION OF THE SURVIVING
           CORPORATION;

                 E)  THE NAME OF THE SURVIVING CORPORATION SHALL BE "PILGRIM'S
           PRIDE CORPORATION"; AND



                 F)   THE CORPORATION SHALL CAUSE THE  MERGER TO BE CONSUMMATED
           BY   FILING   THE   CERTIFICATE   OF   OWNERSHIP  AND  MERGER   (THE
           "CERTIFICATE") WITH THE SECRETARY OF STATE  OF THE STATE OF DELAWARE
           IN SUCH FORM AS IS REQUIRED BY, AND EXECUTED IN ACCORDANCE WITH, THE
           RELEVANT PROVISIONS OF THE DCCL, AND BY FILING  ARTICLES  OF  MERGER
           (THE  "ARTICLES")  WITH  THE  STATE  CORPORATION  COMMISSION  OF THE
           COMMNONWEALTH  OF  VIRGINIA  IN  SUCH  FORM  AS  IS REQUIRED BY, AND
           EXECUTED IN ACCORDANCE WITH, THE RELEVANT PROVISIONS OF THE VIRGINIA
           STOCK CORPORATION ACT;

           RESOLVED,  THAT  SAID  TERMS  AND  PROVISIONS  ARE HEREBY  RATIFIED,
      ADOPTED, APPROVED AND CONFIRMED;

           RESOLVED,  THAT  FURTHER  TO  SUCH RESOLUTIONS AND FOR  PURPOSES  OF
      COMPLIANCE WITH VIRGINIA LAW AND FOR INCLUSION IN THE ARTICLES:

           THE BOARD OF DIRECTORS OF THE CORPORATION,  DETERMINING  IT TO BE IN
      THE  BEST  INTEREST  OF  THE CORPORATION, HEREBY ADOPTS AND APPROVES  THE
      FOLLOWING PLAN OF MERGER:

                  1.  MERGER.  PURSUANT  TO  8  DEL  C.  1953  & 253(A), AT THE
           EFFECTIVE  TIME  (AS DEFINED BELOW), PILGRIM'S PRIDE CORPORATION  OF
           VIRGINIA, INC., A  VIRGINIA  CORPORATION  ("PILGRIM'S  OF VIRGINIA",
           SHALL  BE  MERGED  (THE  "MERGER")  WITH  AND  INTO  PILGRIM'S PRIDE
           CORPORATION, A DELAWARE CORPORATION ("PILGRIM'S").  PILGRIM'S  SHALL
           CONTINUE IN EXISTENCE AS THE SURVIVING CORPORATION, AND THE SEPARATE
           CORPORATE EXISTENCE OF PILGRIM'S OF VIRGINIA SHALL CEASE.

                 2.   EFFECTIVE DATE.   PURSUANT TO 8 DEL C. 1953 & 103(D), THE
           EFFECTIVE TIME AND DATE OF THE MERGER SHALL BE 11:59 P.M., JULY  17,
           2001 (THE "EFFECTIVE TIME").

                 3.   EFFECT  OF MERGER ON OUTSTANDING SHARES. AT THE EFFECTIVE
           TIME, EACH ISSUED AND OUTSTANDING SHARE OF COMMON STOCK OF PILGRIM'S
           OF VIRGINIA SHALL BE AUTOMATICALLY CANCELED AND CEASE TO EXIST.

                 4.   CERTIFICATE  OF INCORPORATION AND BYLAWS. THE CERTIFICATE
           OF INCORPORATION AND BYLAWS OF PILGRIM'S IN EFFECT IMMEDIATELY PRIOR
           TO  THE  EFFECTIVE TIME SHALL  REMAIN  IN  EFFECT  UNTIL  THEREAFTER
           AMENDED AS PROVIDED BY LAW.

           RESOLVED,  THAT  THE PROPER OFFICERS OF THE CORPORATION BE, AND EACH
      IS, HEREBY AUTHORIZED,  EMPOWERED, AND DIRECTED, FOR AND ON BEHALF AND IN
      THE NAME OF THE CORPORATION,  TO  EXECUTE AND DELIVER THE CERTIFICATE FOR
      FILING WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE IN ACCORDANCE
      WITH THE RELEVANT PROVISIONS OF DELAWARE  LAW AND THE ARTICLES FOR FILING
      WITH THE STATE CORPORATION COMMISSION OF THE  COMMONWEALTH OF VIRGINIA IN
      ACCORDANCE WITH THE RELEVANT PROVISIONS OF VIRGINIA LAW;


           RESOLVED, THAT THE OFFICERS OF THE CORPORATION  ARE HEREBY SEVERALLY
      AUTHORIZED  (A)  TO SIGN, EXECUTE, CERTIFY, VERIFY, ACKNOWLEDGE,  DELVER,
      ACCEPT, FILE, AND  RECORD  ANY AND ALL INSTRUMENTS AND DOCUMENTS, AND (B)
      TO TAKE, OR CAUSE TO BE TAKEN,  ANY AND ALL SUCH ACTIONS, IN THE NAME AND
      ON BEHALF OF THE CORPORATION, AS  (IN  SUCH  OFFICERS' JUDGMENT) SHALL BE
      NECESSARY, DESIRABLE OR APPROPRIATE IN ORDER TO  EFFECT  THE  PURPOSES OF
      THE FORGOING RESOLUTIONS AND THE TRANSACTIONS CONTEMPLATED THEREBY; AND

           RESOLVED,  THAT  ANY AND A11 ACTION TAKEN BY ANY PROPER OFFICERS  OF
      THE CORPORATION PRIOR TO  THE  DATE  THIS CONSENT IS ACTUALLY EXECUTED IN
      EFFECTING THE PURPOSES OF THE FOREGOING  RESOLUTIONS  IS HEREBY RATIFIED,
      APPROVED. CONFIRMED, AND ADOPTED IN ALL RESPECTS.


       IN WITNESS WHEREOF, THE UNDERSIGNED DIRECTORS OF THE CORPORATION HAVE
EXECUTED THIS CONSENT AS OF THE DATE FIRST ABOVE WRITTEN.



                                    /S/ LONNIE "BO" PILGRIM

                                    LONNIE "BO" PILGRIM


                                    /S/CLIFFORD E. BUTLER

                                    CLIFFORD E. BUTLER


                                    /S/ DAVID VAN LOOSE

                                    DAVID VAN HOOSE


                                       /S/ RICHARD A. COGDILL

                                    RICHARD A. COGDILL


                                    /S/ LONNIE KEN PILGRIM

                                    LONNIE KEN PILGRIM




                                    /S/ CHARLES L. BLACK

                                    CHARLES L. BLACK


                                    /S/ S. KEY COKER

                                    S. KEY COKER


                                    /S/ VANCE C. MILLER

                                    VANCE C. MILLER


                                    /S/ JAMES G. VETTER, JR.

                                    JAMES G. VETTER, JR.


                                    /S/ DONALD L. WASS, PH.D.

                                    DONALD L. WASS, PH.D.