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ADOPTED: May 20, 1993                                              EXHIBIT T3B-3



                              FINEVEST FOODS, INC.
                        Incorporated Under the Law of the
                                State of Delaware

                                     BY-LAWS

                                    ARTICLE I

                                    OFFICES.

                  The registered office of the Corporation in Delaware shall be
at 1209 Orange Street, in the City of Wilmington, County of New Castle, in the
State of Delaware, and The Corporation Trust Company shall be the resident agent
of the corporation in charge thereof. The corporation may also have such other
offices at such other places, within or without the State of Delaware, as the
Board of Directors may from time to time designate or the business of the
corporation may require.

                                   ARTICLE II

                                  STOCKHOLDERS.

                  Section 1. Annual Meetings. The annual meeting of stockholders
for the election of directors and the transaction of any other business shall be
held on such date and at such time as the Board of Directors or the Executive
Committee may determine by resolution in such city and state and at such time
and place as may be designated by the Board of Directors, and set forth in the
notice of such meeting. At the annual meeting any business may be transacted and
any corporate action may be taken, whether stated in the notice of meeting or
not, except as otherwise expressly provided by statute or the Restated
Certificate of Incorporation.

                  Section 2. Special Meetings. Special Meetings of the
stockholders for any purpose may be called at any time by the Board of
Directors, or by the President, and shall be called by the President at the
request of the holders of a majority of the outstanding shares of


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capital stock entitled to vote. Special meetings shall be held at such place or
places within or without the State of Delaware as shall from time to time be
designated by the Board of Directors and stated in the notice of such meeting.
At a special meeting no business shall be transacted and no corporate action
shall be taken other than that stated in the notice of the meeting.

                  Section 3. Notice of Meetings. Notice of the time and place of
any stockholders' meeting, whether annual or special, shall be given to each
stockholder entitled to vote thereat, by personal delivery or by mailing the
same to him at his address as the same appears upon the records of the
corporation at least ten (10) days' but not more than sixty (60) days' before
the day of the meeting. Notice of any adjourned meeting need not be given other
than by announcement at the meeting so adjourned, unless otherwise ordered in
connection with such adjournment. Such further notice, if any, shall be given as
may be required by law.

                  Section 4. Quorum. Any number of stockholders, together
holding at least a majority of the voting power of the capital stock of the
corporation issued and outstanding and entitled to vote, who shall be present in
person or represented by proxy at any meeting duly called, shall constitute a
quorum for the transaction of all business, except as otherwise provided by law,
by the Restated Certificate of Incorporation or by these By-laws.

                  Section 5. Adjournment. If less than a quorum shall attend at
the time for which a meeting shall have been called, the meeting may adjourn
from time to time by a majority vote of the stockholders present or represented
by proxy and entitled to vote without notice other than by announcement at the
meeting until a quorum shall attend. Any meeting at which a quorum is present
may also be adjourned in like manner and for such time or upon such call as may
be determined by a majority vote of the stockholders present or represented by
proxy and entitled to vote. At any adjourned meeting at which a quorum shall be
present, any business may


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be transacted and any corporate action may be taken which might have been
transacted at the meeting as originally called.

                  Section 6. Stockholders Entitled to Vote. The Secretary shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the holders of all classes of the Corporation's capital stock,
arranged in alphabetical order and showing the address of each stockholder and
the number of shares owned by each stockholder. Such list shall be open at the
place where the election is to be held for said ten (10) days, to the
examination of any stockholder, and shall be produced and kept at the time and
place of election during the whole time thereof, and subject to the inspection
of any stockholder who may be present.

                  Section 7. Voting. Each stockholder entitled to vote at any
meeting may vote either in person or by proxy, but no proxy shall be voted on
after three years from its date, unless said proxy provides for a longer period.
Except where the transfer books of the corporation shall have been closed or a
date shall have been fixed as a record date for the determination of its
stockholders entitled to vote, as hereinafter provided, no share of stock shall
be voted on at any stockholders' meeting which shall have been transferred on
the books of the corporation within twenty (20) days next preceding the date of
such meeting. At all meetings of stockholders all matters, except as otherwise
provided by statute or in the Certificate of Incorporation, shall be determined
by a majority vote of the stockholders present in person or by proxy and
entitled to vote. All voting shall be by ballot.

                  Section 8. Record Date. The Board of Directors is authorized
to fix in advance a date not exceeding sixty (60) days nor less than ten (10)
days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall


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go into effect, or a date in connection with obtaining the consent of
stockholders for any purposes, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and,
in such case, such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation, after such record date
fixed as aforesaid.

                  Section 9. Action Without a Meeting. Any action required or
permitted to be taken at any annual or special meeting of the stockholders may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                   DIRECTORS.

                  Section 1. Number. The number of directors which shall
constitute the whole Board shall not be more than nine, with the exact number of
directors to be determined from time to time by resolution of the Board.


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                  Section 2. Classes. The directors shall be divided into three
classes, designated Class I, Class II and Class III, as provided in the Restated
Certificate of Incorporation of the Corporation.

                  Section 3. Election; Term. The election and term of directors
shall be as provided in the Restated Certificate of Incorporation of the
Corporation, as amended from time to time.

                  Section 4. Removal; Resignation. A director may be removed
with cause by the holders of a majority of the shares of capital stock entitled
to vote, either by written consent or at any special meeting of the stockholders
called for that purpose, and the office of such director shall forthwith become
vacant.
                  Any director may resign at any time. Such resignation shall
take effect at the time specified therein, and if no time be specified, at the
time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective, unless so specified
therein.

                  Section 5. Vacancies. Vacancies in the Board of Directors
shall be filled as provided in the Restated Certificate of Incorporation of the
Corporation, as amended from time to time.

                  Section 6. Annual Meeting. The Board of Directors shall hold
an annual meeting for the purpose of organization and the transaction of any
business immediately after the annual meeting of the stockholders, provided a
quorum is present. Other regular meetings may be held at such times as may be
determined from time to time by resolution of the Board of Directors.


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                  Section 7. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors or by the
President or by any two directors at any time.

                  Section 8. Place of Meeting. Meetings of the Board of
Directors may be held at the principal office of the corporation, or at such
place as shall be determined in the notice of such meeting. Notice of any
special meeting, and, except as the Board of Directors may otherwise determine
by resolution, notice of any regular meeting also, shall be mailed to each
director addressed to him at his residence or usual place of business at least
two days before the day on which the meeting is to be held, or if sent to him at
such place by telegraph or cable, or delivered personally or by telephone, not
later than the day before the day on which the meeting is to be held. No notice
of the annual meeting of the Board of Directors shall be required if it is held
immediately after the annual meeting of the stockholders and if a quorum is
present.

                  Section 9. Business Transacted. Any business may be transacted
and any corporate action may be taken at any regular or special meeting of the
Board of Directors at which a quorum shall be present, whether such business or
proposed action be stated in the notice of such meeting or not, unless special
notice of such business or proposed action shall be required by statute.

                  Section 10. Quorum. A majority of the Board of Directors at
any time in office shall constitute a quorum. At any meeting at which a quorum
is present, the vote of a majority of the members present shall be the act of
the Board of Directors unless the act of a greater number is specifically
required by law or by the Restated Certificate of Incorporation or these
By-laws.


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                  Section 11. Compensation. The directors shall not receive any
stated salary for their services as directors, but by resolution of the Board of
Directors a fixed fee and expenses of attendance may be allowed for attendance
at each meeting. Nothing herein contained shall preclude any director from
serving the corporation in any other capacity, as an officer, agent or
otherwise, and receiving compensation therefor.

                  Section 12. Action Without A Meeting. The Board of Directors
or any committee designated by the Board of Directors shall, except as otherwise
provided by law, the Restated Certificate of Incorporation or these By-Laws,
have power to act in the following manner: A resolution in writing, signed by
all of the members of the Board of Directors, or any committee, shall be deemed
to be action by such Board or committee to the effect therein expressed with the
same force and effect as if the same had been duly passed by the same vote at a
duly convened meeting, and it shall be the duty of the Secretary of the
corporation to record any such resolution in the minutes of proceedings of the
Board of Directors or committee.

                  Section 13. Telephone Meeting. Members of the Board of
Directors, or any committee designated by the Board of Directors, shall, except
as otherwise provided by law, the Restated Certificate of Incorporation or these
By-Laws, have the power to participate in a meeting of the Board of Directors,
or any committee, by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at the
meeting.

                                   ARTICLE IV

                                   COMMITTEES.

                  Section 1. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate two or more of their number to
constitute an Executive Committee to


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hold office during the pleasure of the Board, which Committee shall, during the
intervals between meetings of the Board of Directors, have and exercise all of
the powers of the Board of Directors in the management of the business and
affairs of the corporation, subject only to such restrictions or limitations as
the Board of Directors may from time to time specify, or as limited by the
Delaware Corporation Law, and shall have power to authorize the seal of the
corporation to be affixed to all papers which may require it.

                  Any member of the Executive Committee may be removed at any
time, with or without cause, by a resolution of a majority of the whole Board of
Directors.

                  Any person ceasing to be a director shall cease to be a member
of the Executive Committee.

                  Any vacancy in the Executive Committee occurring from any
cause whatsoever may be filled from among the directors by a resolution of a
majority of the whole Board of Directors.

                  Section 2. Other Committees. Other committees, whose members
need not be directors, may be appointed by the Board of Directors or the
Executive Committee, which committees shall hold office for such time and have
such powers and perform such duties as may from time to time be assigned to them
by the Board of Directors or the Executive Committee.

                  Any member of such a committee may be removed at any time,
with or without cause, by the Board of Directors or the Executive Committee. Any
vacancy in a committee occurring from any cause whatsoever may be filled by the
Board of Directors or the Executive Committee.

                  Section 3. Resignation. Any member of a committee may resign
at any time. Such resignation shall be made in writing and shall take effect at
the time specified therein, or, if


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no time be specified, at the time of its receipt by the President or Secretary.
The acceptance of a resignation shall not be necessary to make it effective
unless so specified therein.

                  Section 4. Quorum. A majority of the members of a committee
shall constitute a quorum. The act of a majority of the members of a committee
present at any meeting at which a quorum is present shall be the act of such
committee. The members of a committee shall act only as a committee, and the
individual members thereof shall have no powers as such.

                  Section 5. Books and Records. Each committee shall keep a
record of its acts and proceedings, and shall report the same to the Board of
Directors when and as required by the Board of Directors.

                  Section 6. Place of Meeting. A committee may hold its meetings
at the principal office of the corporation, or at any other place which a
majority of the committee may at any time agree upon. Each committee may make
such rules as it may deem expedient for the regulation and carrying on of its
meetings and proceedings. Unless otherwise ordered by the Executive Committee,
any notice of a meeting of such Committee may be given by the Secretary or by
the chairman of the Committee and shall be sufficiently given if mailed to each
member at his residence or usual place of business at least two days before the
day on which the meeting is to be held, or if sent to him at such place by
telegraph or cable, or delivered personally or by telephone not later than 24
hours prior to the time at which the meeting is to be held.

                  Section 7. Compensation. The members of any committee shall be
entitled to such compensation as may be allowed them by resolution of the Board
of Directors.


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                                    ARTICLE V

                                    OFFICERS.

                  Section 1. Numbers and Titles. The officers of the corporation
shall be a President, one or more Vice Presidents, a Secretary and a Treasurer,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article V. The Board of Directors in its discretion may also
elect a Chairman of the Board of Directors.

                  Section 2. Election; Term of Office; Qualifications. The
officers, except as provided in Section 3 of this Article V, shall be chosen
annually by the Board of Directors. Each such officer shall, except as herein
otherwise provided, hold office until his successor shall have been chosen and
shall qualify. The Chairman of the Board of Directors, if any, and the President
shall be directors of the corporation, and should either one of them cease to be
a director, he shall likewise cease to hold such office. More than two offices
may be held by the same person.

                  Section 3. Other Officers. Other officers, including one or
more additional vice-presidents, assistant secretaries or assistant treasurers,
may from time to time be appointed by the Board of Directors, which other
officers shall have such powers and perform such duties as may be assigned to
them by the Board of Directors or the officer or committee appointing them.

                  Section 4. Removal. Any officer of the corporation may be
removed from office, with or without cause, by a vote of a majority of the Board
of Directors.

                  Section 5. Resignation. Any officer of the corporation may
resign at any time. Such resignation shall be in writing and shall take effect
at the time specified therein, and if no time be specified, at the time of its
receipt by the President or Secretary. The acceptance of a resignation shall not
be necessary in order to make it effective, unless so specified therein.


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                  Section 6. Vacancies. A vacancy in any office shall be filled
by the Board of Directors or by the authority appointing the predecessor in such
office.

                  Section 7. Compensation. The compensation of the officers
shall be fixed by the Board of Directors, or by any committee upon whom power in
that regard may be conferred by the Board of Directors.

                  Section 8. Chairman of the Board. The Chairman of the Board of
Directors shall preside at all meetings of the Board of Directors at which he
shall be present.

                  Section 9. President. The President shall, when present,
preside at all meetings of the stockholders, and, in the absence of the Chairman
of the Board of Directors, at meetings of the Board of Directors. He shall have
power to call special meetings of the stockholders or of the Board of Directors
or of the Executive Committee at any time. He shall be the chief operating
officer of the corporation, and shall have the general direction of the business
affairs and property of the corporation, and of its several officers, and shall
have and exercise all such powers and discharge such duties as usually pertain
to the office of President.

                  Section 10. Vice Presidents. The Vice Presidents, or any of
them, shall, subject to the direction of the Board of Directors, at the request
of the President or in his absence, or in case of his inability to perform his
duties from any cause, perform the duties of the President, and, when so acting,
shall have all the powers of, and be subject to all restrictions upon, the
President. The Vice Presidents shall also perform such other duties as may be
assigned to them by the Board of Directors, and the Board of Directors may
determine the order of priority among them.


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                  Section 11. Secretary. The Secretary shall perform such duties
as are incident to the office of Secretary, or as may from time to time be
assigned to him by the Board of Directors, or as are prescribed by these
by-laws.

                  Section 12. Treasurer. The Treasurer shall perform such duties
and have powers as are usually incident to the office of Treasurer or which may
be assigned to him by the Board of Directors.

                                   ARTICLE VI

                                 CAPITAL STOCK.

                  Section 1. Certificates of Shares. Certificates of capital
stock shall be in such form as shall be approved by the Board of Directors. They
shall be numbered in the order of their issue, and shall be signed by the
President or one of the Vice-Presidents, and the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and the seal of the
corporation or a facsimile thereof shall be impressed or affixed or reproduced
thereon, provided, however, that where such certificates are signed by a
transfer agent or an assistant transfer agent or by a transfer clerk acting on
behalf of the corporation and a registrar, the signature of any such President,
Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer
may be facsimile. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the corporation, such
certificate or certificate may nevertheless be adopted by the corporation and be
issued and delivered as though the person or persons who signed such certificate
or certificates, or whose facsimile signature or


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signatures shall have been used thereon have not ceased to be such officer or
officers of the corporation.

                  Section 2. Stock Book. The name of each person owning a share
of the capital stock of the corporation shall be entered on the books of the
corporation together with the number of shares held by him, the numbers of the
certificates covering such shares and the dates of issue of such certificates.
The shares of stock of the corporation shall be transferable on the books of the
corporation by the holders thereof in person, or by their duly authorized
attorneys or legal representatives, on surrender and cancellation of
certificates for a like number of shares, accompanied by an assignment of power
of transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the corporation or its agents may
reasonably require. A record shall be made of each transfer.

                  The Board of Directors may make other and further rules and
regulations concerning the transfer and registration of certificates for stock
and may appoint a transfer agent or registrar or both and may require all
certificates of stock to bear the signature of either or both.

                  Section 3. Lost Certificates. The holder of any stock of the
corporation shall immediately notify the corporation of any loss, theft,
destruction or mutilation of the certificates therefor. The corporation may
issue a new certificate of stock in the place of any certificate theretofore
issued by it alleged to have been lost, stolen or destroyed, and the Board of
Directors may, in its discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representatives, to give the corporation a
bond, in such sum not exceeding double the value of the stock and with such
surety or sureties as they may require, to indemnify it against any claim that
may be made against it by reason of the issue of such new certificate and
against all other


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liability in the premises, or may remit such owner to such remedy or remedies as
he may have under the laws of the State Delaware.

                                   ARTICLE VII

                            DIVIDENDS, SURPLUS, ETC.

                  The Board of Directors shall have power to fix and vary the
amount to be set aside or reserved as working capital of the corporation, or as
reserves, or for other proper purposes of the corporation, and, subject to the
requirements of the Restated Certificate of Incorporation, to determine whether
any part of the surplus or net profits of the corporation, if any, shall be
declared as dividends and paid to the stockholders, and to fix the date or dates
for the payment of dividends.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS.

                  Section 1. Fiscal Year. The fiscal year of the corporation
shall commence on the first day of January and end on the thirty-first day of
December.

                  Section 2. Seal. The corporate seal shall be in such form as
approved by the Board of Directors and may be altered at its pleasure. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.

                  Section 3. Notices. Except as otherwise expressly provided,
any notice required by these By-Laws to be given shall be sufficient if given by
depositing the same in a post-office or letter box in a sealed postpaid wrapper
addressed to the person entitled thereto at his address, as the same appears
upon the books of the corporation, or by telegraphing or cabling


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the same to such person at such addresses; and such notice shall be deemed to be
given at the time it is mailed, telegraphed or cabled.

                  Section 4. Waiver of Notice. Any stockholder or director may
at any time, by writing or by telegraph or by cable, waive any notice required
to be given under these by-laws, and if any stockholder or director shall be
present at any meeting his presence shall constitute a waiver of such notice.

                  Section 5. Checks; Notes. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the corporation in such manner as shall from time to time be
designated by resolution of the Board of Directors.

                  Section 6. Deposit of Funds. All funds of the corporation
shall be deposited from time to time to the credit of the corporation in such
bank or banks, trust companies or other depositories as the Board of Directors
may select, and, for the purpose of such deposit, checks, drafts, warrants and
other orders for the payment of money which are payable to the order of the
corporation may be endorsed for deposit, assigned and delivered by any officer
of the corporation or by such agents of the corporation as the Board of
Directors or the President may authorize for that purpose.

                  Section 7. Power to Act. Except as otherwise ordered by the
Board of Directors or the Executive Committee, the President or the Treasurer
shall have full power and authority on behalf of the Corporation to attend and
to act and to vote at any meeting of the stockholders of any corporation of
which the corporation is a stockholder and to execute a proxy to any other
person to represent the corporation at any such meeting, and at any such meeting
the President or the Treasurer or the holder of any such proxy, as the case may
be, shall possess and


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may exercise any and all rights and powers incident to ownership of such stock
and which, as owner thereof, the corporation might have possessed and exercised
if present. The Board of Directors or the Executive Committee may from time to
time confer like powers upon any other person or persons.

                  Section 8. Indemnification. The Corporation shall indemnify
any and all of its directors or officers, including former directors or
officers, and any employee, who shall serve as an officer or director of any
corporation at the request of this Corporation, to the fullest extent permitted
under and in accordance with the laws of the State of Delaware.

                                   ARTICLE IX

                                   AMENDMENTS.

                  Section 1. These By-laws may be altered, amended or repealed
or new By-laws may be adopted by the stockholders or by the Board of Directors
when such power is conferred upon the Board of Directors by the Restated
Certificate of Incorporation at any regular meeting of the stockholders or of
the Board of Directors or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new By-laws is contained in the notice of such special meeting.


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