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                                                                  Exhibit 3(iii)

                             ADDENDUM TO BY-LAWS OF
                          THE FRESH JUICE COMPANY, INC.

                  The By-Laws annexed hereto and adopted and ratified on March
31, 1996 are hereby amended as follows:

                  1.       The first sentence of Article I, Section 1 shall be
deleted and replaced with the following: 

                           The principal office of the corporation shall be in
                           the Town of Clark, county of Union, and State of New
                           Jersey

                  2.       The first sentence of Article II, Section 2 shall be
deleted and replaced with the following: 

                           The annual meeting of the shareholders shall be held
                           on the first Wednesday in May at 10:00 a.m. in each
                           year if not a legal holiday, and, if a legal holiday,
                           then on the next business day following at the same
                           hour, when the shareholders shall elect a board of
                           directors and transact such other business as may
                           properly come before the meeting.

                  3.       Article II, Section 3 shall be deleted and replaced
with the following: 

                           Special meetings of the shareholders may be called by
                           the directors, the chief executive officer or by the
                           president, and shall be called by the chief executive
                           officer, president or the secretary at the request in
                           writing of 50% of the directors or at the request in
                           writing by shareholders owning 30% or more of the
                           shares issued and outstanding. Such request shall
                           state the purpose or purposes of the proposed
                           meeting. When a special meeting is requested by 50%
                           of the directors or by shareholders owning 30% or
                           more of the shares issued and outstanding, any
                           director of the corporation may call the meeting if
                           such meeting is not called by the president, chief
                           executive officer or the secretary within 10 days
                           after written request for such meeting is served upon
                           either of them.
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                  4.       The second sentence of Article III, Section 2 shall
be deleted and replaced with the following:

                           The board of directors shall consist of four members.

                  5.       The first sentence of Article III, Section 6 shall be
deleted and replaced with the following:

                           A director may resign at any time by giving written
                           notice to the board, the chief executive officer,
                           president or the secretary of the corporation.

                  6.       The second, third and fourth sentences of Article
III, Section 11(a) shall be deleted and replaced with the following:

                           Special meetings of the directors shall be held upon
                           notice to the directors and may be called by the
                           chief executive officer or president upon five days
                           notice to each director either personally or by mail
                           or by wire. Special meetings of the directors shall
                           be called by the chief executive officer, president
                           or by the secretary in a like manner on written
                           request of two directors. If the chief executive
                           officer, president or secretary fails to call a
                           special meeting of directors within five days after
                           the written request therefor is made by two
                           directors, any director making such request may call
                           such meeting.

                  7.       Article III, Section 12 shall be deleted and replaced
with the following: 

                           At all meetings of directors the Co-Chairmen of the
                           board, either of them, or in both of their absence, a
                           chairman chosen by the board, shall preside.

                  8.       Article IV, Section 2(a) shall be deleted and
replaced with the following: 

                           (a) Subject to any agreement providing otherwise, any
                           officer elected or appointed by the directors may be
                           removed by the board with or without cause.

                  9.       Article IV, Section 2(d) shall be deleted and
replaced with the following: 

                           (d) The officers of the corporation shall have the
                           duties prescribed in Schedule "A" hereto annexed,
                           their Employment Agreements or otherwise provided in
                           the by-


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                           laws and such other powers and duties not
                           inconsistent with the by-laws as may be conferred
                           upon them by the directors.

                  10.      The first sentence of Article IV, Section 2(f) shall
be deleted and replaced with the following:

                           (f) Subject to any agreement providing otherwise, the
                           salaries of the officers shall be fixed from time to
                           time by the board of directors.

                  11.      The third sentence of Article VI, Section 1 shall be
deleted and replaced with the following:

                           They shall exhibit the holder's name and the number
                           of shares and shall be signed by the chief executive
                           officer, president or a vice-president and the
                           treasurer or the secretary.


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                                  SCHEDULE "A"

                                   BY-LAWS OF

                    THE FRESH JUICE COMPANY OF FLORIDA, INC.

                           OFFICERS OF THE CORPORATION

                                    OFFICERS

         Co-Chairmen of the Board                    Steven M. Bogen
                                                     Steven Smith

         Chief Executive Officer                     Steven M. Bogen

         President                                   Steven Smith

         Treasurer                                   Mark Feldman

         Secretary                                   Steven M. Bogen

         Assistant Secretary                         Steven Smith

Chairman or Co-Chairmen of the Board:

                  The Board of Directors shall elect from its members a Chairman
or Co-Chairmen of the Board of Directors.

                  The Co-Chairmen of the Board shall be the principal executive
officers of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise all of the business and affairs of the
Corporation.

                  They shall supervise all officers and personnel of the
Corporation and subject to the terms of any Employment Agreements in effect
shall fix the terms and conditions upon which they are employed, with the right
to remove any so employed subject to the terms of any Employment Agreements in
effect. They shall annually recommend to the Board of Directors the persons to
be elected as General Officers of the Corporation and the terms of their
employment.
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                  In general, they shall each perform all duties incident to the
office of Chairman of the Board and such other duties as may be prescribed by
the Board of Directors from time to time. 

Chief Executive Officer:

                  The Board of Directors shall elect from its members a Chief
Executive Officer. The powers and duties of the Chief Executive Officer shall be
as set forth in his Employment Agreement.

President:

                  The Board of Directors shall elect from its members a
President. The powers and duties of the President shall be as set forth in his
Employment Agreement.

Vice President:

                  The Board of Directors may elect one or more Vice Presidents.


                  Under the direction and control of the Board of Directors, the
Co-Chairmen of the Board, Chief Executive Officer and the President, the Vice
Presidents shall have such powers and shall perform such duties as may be
assigned to them by the Board of Directors, the Co-Chairmen of the Board, the
Chief Executive Officer and the President, or any of them.

Secretary and Assistant Secretaries:

                  The Board of Directors shall elect a secretary and, as they
deem appropriate, may elect one or more assistant secretaries.


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                  The Secretary shall:

                  (a) keep the minutes of the stockholder's and of the Board of
Directors' meetings in one or more books provided for that purpose;

                  (b) see that all notices are duly given in accordance with the
provisions of these By-Laws or as required bylaw;

                  (c) be custodian of the corporate records and of the seal of
the Corporation and see that the seal of the Corporation is affixed to all
documents the execution of which on behalf of the Corporation under its seal is
duly authorized;

                  (d) when required, prepare or cause to be prepared and
available at each meeting of shareholders a certified list in alphabetical order
of the names of shareholders entitled to vote thereat indicating the number of
shares of each respective class held by each;

                  (e) keep all the documents and records of the Corporation as
required by law or otherwise in a proper and safe manner;

                  (f) sign with the Co-Chairmen of the Board, Chief Executive
Officer, or the President, or a Vice President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors;

                  (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Co-Chairmen of the Board, Chief Executive Officer, the President or by the
Board of Directors.

                  The Assistant Secretaries may sign any documents in the place
and stead of the Secretary and, in general, shall perform such duties as shall
be assigned to them by the Secretary


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or by the Co-Chairmen of the Board, Chief Executive Officer, President or the
Board of Directors.

Treasurer and Assistant Treasurer:

                  The Board of Directors shall elect a Treasurer, and as they
deem appropriate may elect one or more Assistant Treasurers.

                  The Treasurer shall:

                  (a) have charge and custody of and be responsible for all
funds and securities of the Corporation, receive and give receipts for moneys
due and payable to the Corporation from any source whatsoever, and deposit all
such moneys in the name of the Corporation in such banks, trust companies or
other depositaries as shall be selected in accordance with the provisions of
these By-Laws;

                  (b) sign with the Co-Chairmen of the Board, Chief Executive
Officer, the President, or a Vice President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; and

                  (c) in general perform all of the duties incident to the
office of the Treasurer and such other duties as from time to time may be
assigned to him by the Co-Chairmen of the Board, the Chief Executive Officer,
the President, or by the Board of Directors.

                  Assistant Treasurers shall perform such duties as shall be
assigned to them by the Treasurer, the Co-Chairmen of the Board, the Chief
Executive Officer, the President, or the Board of Directors.


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