Exhibit 3.1

                              CERTIFICATE OF MERGER

                                       OF

                         INTERNATIONAL HOME FOODS, INC.
                            (A DELAWARE CORPORATION)

                                      INTO

                            CAG ACQUISITION SUB, INC.
                            (A DELAWARE CORPORATION)

                (UNDER SECTION 251 OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE)

It is hereby certified that:

     1.  The  constituent  corporations   participating  in  the  merger  herein
certified are:

         (i)  INTERNATIONAL HOME  FOODS,  INC.,  which is incorporated under the
              laws of the State of Delaware; and

         (ii) CAG ACQUISITION SUB, INC., which is incorporated under the laws of
              the State of Delaware.

     2. An Agreement and Plan of Merger has been approved,  adopted,  certified,
executed, and acknowledged by each of the aforesaid constituent  corporations in
accordance  with the  provisions  of  subsection  (c) of Section 251 (and,  with
respect to CAG Acquisition Sub, Inc.,  Section 228 by the written consent of its
sole stockholder) of the General Corporation Law of the State of Delaware.

     3. The name of the surviving  corporation in the merger herein certified is
CAG Acquisition  Sub, Inc.,  which will continue its existence as said surviving
corporation  under the name  International  Home Foods,  Inc. upon the effective
date of said merger pursuant to the provisions of the General Corporation Law of
the State of Delaware.

     4. The Certificate of  Incorporation  of CAG Acquisition Sub, Inc. is to be
amended and changed by reason of the merger  herein  certified  by striking  out
Article I thereof,  relating to the name of said surviving  corporation,  and by
substituting in lieu thereof the following Article I:

                                   "ARTICLE I

                                      NAME

            "The name of the corporation is International Home Foods, Inc.
       (referred to hereinafter as the "Corporation")";

and said  Certificate of  Incorporation as so amended and changed shall continue
to be the  Certificate  of  Incorporation  of said surviving  corporation  until
further  amended and changed in  accordance  with the  provisions of the General
Corporation Law of the State of Delaware.

     5.  The  executed  Agreement  and  Plan of  Merger  between  the  aforesaid
constituent  corporations  is on file at the principal  place of business of the
aforesaid surviving corporation, the address of which is as follows:

                                One ConAgra Drive
                              Omaha, Nebraska 68102

     6. A copy of the  aforesaid  Agreement and Plan of Merger will be furnished
by the aforesaid  surviving  corporation,  on request,  and without cost, to any
stockholder of either of the aforesaid constituent corporations.

     7. This  Certificate  of Merger shall be effective as of 7:00 a.m.  Eastern
time on August 24, 2000.


Dated:   August 23, 2000



                            CAG ACQUISITION SUB, INC.

                            By: /s/  Dwight J. Goslee
                                Dwight J. Goslee
                                Its: Vice President