EXHIBIT 3(a)(2)

                             ARTICLES OF AMENDMENT
                                       to
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       of
                             IMPERIAL SUGAR COMPANY

     Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act (the "TBCA"), the undersigned corporation adopts the following
articles of amendment to its Amended and Restated Articles of Incorporation:

          1. The name of the corporation is Imperial Sugar Company.

          2. As permitted by Article 2.28D of the TBCA, Article VII of the
     current Amended and Restated Articles of Incorporation of Imperial Sugar
     Company provides that "The act of shareholders to approve an amendment of
     this Article VII shall be the affirmative vote of a majority of the shares
     entitled to vote on the matter, rather than the vote otherwise required by
     the Texas Business Corporation Act."

          3. The following amendment to the Amended and Restated Articles of
     Incorporation of the corporation replaces the first sentence of Article VII
     with the following:

          "The number of directors of the corporation shall be such number not
          less than six nor more than fourteen as shall be fixed by, or in the
          manner provided in, the by-laws of the corporation."

          4. The amendment made by these articles of amendment was duly adopted
     by the shareholders of the corporation at a meeting duly held on February
     28, 2002.

          5. The number of shares outstanding as of the date hereof is 7,795,189
     shares of Common Stock, without par value; the number of shares outstanding
     as of the close of business on January 18, 2002, the record date for such
     meeting of shareholders, was 7,585,405 shares of Common Stock, without par
     value, and 7,585,405 shares were entitled to vote on the amendment; the
     number of such shares voted for the amendment was 5,354,962; and the number
     of such shares voted against the amendment was 36,388.

     IN WITNESS WHEREOF, these articles of amendment have been executed on
February 28, 2002.

                                       IMPERIAL SUGAR COMPANY

                                       By: /s/ Robert J. McLaughlin
                                          ------------------------------
                                          Robert J. McLaughlin
                                          President and Chief Executive Officer