SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C. 20549

                                FORM 10-Q

             QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934

For quarter ended    MARCH 29, 1997

Commission file number    1-9273

      PILGRIM'S PRIDE CORPORATION
(Exact name of registrant as specified in its charter)


             DELAWARE                    75-1285071
(State or other jurisdiction of       (I.R.S. Employer
incorporation or organization)        Identification No.)


  110 SOUTH TEXAS, PITTSBURG, TX          75686-0093
(Address of principal executive offices)      (Zip code)


                   (903) 855-1000
(Telephone number of principle executive offices)


                    NOT APPLICABLE
Former name, former address and former fiscal year, if changed since last
report.

Indicate  by  check mark whether the registrant (1) has filed all reports
required to be  filed  by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding  12  months (or for such shorter periods
that the registrant was required to file  such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes  X   No

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.


COMMON STOCK $.01   PAR VALUE--- 27,589,250     SHARES AS OF      MAY 7, 1997


                                  INDEX

              PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES

PART I.  FINANCIAL INFORMATION

     Item 1: Financial Statements (Unaudited):

        Condensed consolidated balance sheets:

           March 29, 1997 and September 28, 1996

        Consolidated statements of income (loss):

       Three months and six months ended March 29, 1997 and March 30, 1996

        Consolidated statements of cash flows:

           Six months ended March 29, 1997 and March 30, 1997

       Notes to condensed consolidated financial  statements--March  29, 1997


     Item  2: Management's Discussion and Analysis of Financial Condition
           and Results of Operations.


PART II.  OTHER INFORMATION

     Item 6. Exhibits and Reports on Form 8-K

SIGNATURES



PART I. FINANCIAL INFORMATION PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ITEM 1: FINANCIAL STATEMENTS : March 29, September 28, 1997 1996 (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 7,717 $ 18,040 Trade accounts and other receivables, less allowance for doubtful accounts 69,256 65,887 Inventories 137,926 136,866 Deferred income taxes 7,001 6,801 Prepaid expenses 744 907 Other current assets 211 757 Total Current Assets 222,855 229,258 Other Assets 21,801 18,827 Property, Plant and Equipment 474,699 466,672 Less accumulated depreciation 187,776 178,035 286,923 288,637 $ 531,579 $ 536,722 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable to banks $ 24,000 $ 27,000 Accounts payable 57,789 71,354 Accrued expenses 32,895 33,599 Current maturities of long-term debt 9,645 8,850 Total Current Liabilities 124,329 140,803 Long-Term Debt, less current maturities 193,546 198,334 Deferred Income Taxes 55,496 53,608 Minority Interest in Subsidiary 842 842 Stockholders' Equity: Common stock; $.01 par value 276 276 Additional paid-in capital 79,763 79,763 Retained earnings 77,327 63,096 Total Stockholders' Equity 157,366 143,135 $ 531,579 $ 536,722 See notes to condensed consolidated financial statements.
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED MARCH 29, 1997 MARCH 30, 1996 MARCH 29, 1997 MARCH 30, 1996 (in thousands, except share and per share data) Net Sales $303,401 $272,004 $601,207 $539,479 Costs and Expenses: Cost of sales 280,316 255,957 547,855 502,460 Selling, general and administrative 13,425 12,363 27,378 24,510 293,741 268,320 575,233 526,970 Operating income 9,660 3,684 25,974 12,509 Other Expense (Income): Interest expense, net 5,284 5,210 10,733 10,331 Foreign exchange loss (gain) 99 (94) 536 1,222 Miscellaneous, net (397) (329) (2,906) (577) 4,986 4,787 8,363 10,976 Income (loss) before income taxes and extraordinary charge 4,674 (1,103) 17,611 1,533 Income tax (benefit) expense (280) (548) 2,552 2,792 Net income (loss) before extraordinary charge 4,954 (555) 15,059 (1,259) Extraordinary charge-early repayment of debt, net of tax - (2,780) - (2,780) Net income (loss) $ 4,954 $ (3,335) $ 15,059 $ (4,039) Net income (loss) per common share before extraordinary charge $ .18 $ (.02) $ .55 $ (.05) Extraordinary charge per common share - (.10) - (.10) Net income (loss) per common share $ .18 $ (.12) $ .55 $ (.15) Dividends per common share $ .015 $ .015 $ .03 $ .03 Weighted average shares outstanding 27,589,250 27,589,250 27,589,250 27,589,250 See Notes to condensed consolidated financial statements.
PILGRIM'S PRIDE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED MARCH 29, 1997 MARCH 30, 1996 Cash Flows From Operating Activities: (In thousands) Net income (loss) $ 15,059 $ (4,039) Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization 14,229 14,639 (Gain) loss on property disposals 46 (221) Provision for doubtful accounts (779) 206 Deferred income taxes 1,689 (3,214) Extraordinary charge - 4,587 Changes in operating assets and liabilities: Accounts and other receivable (5,783) (5,242) Inventories (1,061) (18,845) Prepaid expenses 703 (1,828) Accounts payable and accrued expenses (14, 269) 3,475 Other (162) (186) Cash Flows Provided By (Used In) Operating Activities 9,672 (10,668) Investing Activities: Acquisitions of property, plant and equipment (12,162) (23,937) Proceeds from property disposals 330 1,314 Other, net (258) 36 Net Cash Used In Investing Activities (12,090) (22,262) Financing Activities: Proceeds from notes payable to banks 31,500 56,500 Re-payments of notes payable to banks (34,500) (43,500) Proceeds from long-term debt - 50,028 Payments on long-term debt (4,068) (29,001) Extraordinary charge, cash items - (3,920) Cash dividends paid (828) (828) Cash (Used In) Provided By Financing Activities (7,896) 29,279 Effect of exchange rate changes on cash and cash equivalents (9) (13) (Decrease) Increase in cash and cash equivalents (10,323) (3,664) Cash and cash equivalents at beginning of year 18,040 11,892 Cash and cash equivalents at end of period $ 7,717 $ 8,228 Supplemental disclosure information: Cash paid during the period for Interest (net of amount capitalized) $ 10,961 $ 9,530 Income Taxes $ 1,807 $ 4,014 See notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE A--BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended March 29, 1997 are not necessarily indicative of the results that may be expected for the year ended September 27, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in Pilgrim's annual report on Form 10-K for the year ended September 28, 1996. The consolidated financial statements include the accounts of Pilgrim's and its wholly and majority owned subsidiaries. Significant intercompany accounts and transactions have been eliminated. The assets and liabilities of the foreign subsidiaries are translated at end-of-period exchange rates, except for and non-monetary assets which are translated at equivalent dollar costs at dates of acquisition using historical rates. Operations of foreign subsidiaries are translated at average exchange rates in effect during the period. NOTE B--NET INCOME PER COMMON SHARE Earnings per share for the periods ended March 29, 1997 and March 30, 1996 are based on the weighted average shares outstanding for the periods. NOTE C--INVENTORIES Inventories consist of the following:MARCH 29, 1997 SEPTEMBER 28, 1996 (in thousands) Live chickens and hens $ 64,632 $ 66,248 Feed, eggs and other 38,208 39,804 Finished chicken products 35,086 30,814 $ 137,926 $ 136,866 NOTE D-SUBSEQUENT EVENTS On April 15, 1997 the Company secured an additional $35 million in secured term borrowing capacity from an existing lender at rates of 2.0% over LIBOR, with monthly principal and interest payments, maturing on February 28, 2006. As of May 9, 1997 $20 million has been borrowed on such facility, with the additional $15 million remaining available until April 1, 1999. ITEM 2:MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table presents certain items as a percentage of net sales for the periods indicated. Percentage of Net Sales Percentage of Net Sales THREE MONTHS ENDED SIX MONTHS ENDED MARCH 29, 1997 MARCH 30, 1996 MARCH 29,1997 MARCH 30, 1996 Net sales 100.0% 100.0% 100.0% 100.0% Costs and expenses: Cost of sales 92.4% 94.1% 91.1% 93.1% Gross profit 7.6% 5.9% 8.9% 6.9% Selling, general and administrative 4.4% 4.5% 4.6% 4.5% Operating income 3.2% 1.4% 4.3% 2.3% Interest expense 1.7% 1.9% 1.8% 1.9% Income (loss) before income taxes and extraordinary charge 1.5% (.4%) 2.9% .3% Extraordinary charge-early repayment of debt, net of tax - (1.0%) - .5% Net Income (loss) 1.6% (1.2%) 2.5% (.7%)
SECOND QUARTER 1997, COMPARED TO SECOND QUARTER 1996 Consolidated net sales were $303.4 million for the second quarter of fiscal 1997, an increase of $31.4 million, or 11.5%, over the second quarter of fiscal 1996. The increase in consolidated net sales resulted from a $23.9 million increase in domestic chicken sales to $204.1 million, a $4.9 million increase in Mexican chicken sales to $61.2 million and a $2.6 million increase of sales of other domestic products to $38.1 million. The increase in domestic chicken sales was primarily due to a 8.9% increase in dressed pounds produced and a 4.0% increase in total revenue per dressed pound produced. The increase in Mexican chicken sales was primarily due to a 8.6% increase in total revenue per dressed pound. The increase in sales of other domestic products was primarily the result of increased sales of the Company=s poultry by-products group. Increased revenues per dressed pound produced both domestically and in Mexico were primarily the result of higher sales prices as well as generally improved economic conditions in Mexico compared to the prior year. Consolidated cost of sales was $280.3 million in the second quarter of fiscal 1997, an increase of $24.4 million, or 9.5%, over the second quarter of fiscal 1996. The increase primarily resulted from a $24.1 million increase in cost of sales of domestic operations, and a $.3 million increase in the cost of sales in Mexican operations. The cost of sales increase in domestic operations of $24.1 million was due to a 8.9% increase in dressed pounds produced and increased production of higher cost and margin products in prepared foods offset by lower feed ingredient cost experienced in the period compared to the prior year. Cost of sales in the Mexican operations stayed relatively stable increasing only $.3 million. Gross profit as a percentage of sales increased to 7.6% in the second quarter of fiscal 1997 from 5.9% in the second quarter of fiscal 1996. The increased gross profit resulted mainly from higher sales prices as mentioned above and significantly higher margins in Mexico. Consolidated selling, general and administrative expenses were $13.4 million in the second quarter of fiscal 1997, and $12.4 million in fiscal 1996. Consolidated selling, general and administrative expenses as a percentage of sales decreased slightly in the second quarter of fiscal 1997 to 4.4% compared to 4.5% in the second quarter of fiscal 1996 due to higher net sales and the effect of economies of scale. Consolidated operating income was $9.7 million for the second quarter of fiscal 1997, an increase of $6.0 million when compared to the second quarter of fiscal 1996, resulting primarily from higher margins experienced in the Mexican operations. Consolidated net interest expense was $5.3 million in the second quarter of fiscal 1997, an increase of $.07 million, or 1.4%, when compared to the second quarter of fiscal 1996. This increase was due to slightly higher interest rates offset by lower outstanding debt levels when compared to the second quarter of fiscal 1996. Consolidated income tax benefit in the second quarter of fiscal 1997 was $.3 million compared to benefit of $.5 million in the second quarter of fiscal 1996. SIX MONTHS ENDED MARCH 29, 1997, COMPARED TO SIX MONTHS ENDED MARCH 30, 1996 Consolidated net sales were $601.2 million for the first six months of fiscal 1997, an increase of $61.7 million, or 11.4%, over the first six months of fiscal 1996. The increase in consolidated net sales resulted from a $35.1 million increase in domestic chicken sales to $397.3 million, a $18.9 million increase in Mexican chicken sales to $127.4 million and a $7.7 million increase of sales of other domestic products to $76.5 million. The increase in domestic chicken sales was primarily due to a 7.5% increase in dressed pounds produced and a 2.1% increase in total revenue per dressed pound produced. The increase in Mexican chicken sales was primarily due to a 28.3% increase in total revenue per dressed pound offset slightly by a 8.5% decrease in dressed pounds produced. The increase in sales of other domestic products was primarily the result of increased sales of the Company=s poultry by-products group and higher average prices for commercial eggs for the period. Increased revenues per dressed pound produced both domestically and in Mexico were primarily the result of higher sales prices as well as generally improved economic conditions in Mexico compared to the prior year. Consolidated cost of sales was $547.9 million in the first six months of fiscal 1997, an increase of $45.4 million, or 9.0%, over the first six months of fiscal 1996. The increase primarily resulted from a $41.5 million increase in cost of sales of domestic operations, and a $3.9 million increase in the cost of sales in Mexican operations. The cost of sales increase in domestic operations of $41.5 million was due to a 7.5% increase in dressed pounds produced and increased production of higher cost and margin products in prepared foods offset partially by lower feed ingredient costs experienced during the period. The $3.9 million cost of sales increase in Mexican operations was primarily due to a 13.3% increase in average costs of sales per pound offset partially by an 8.5% decrease in dressed pounds produced. The increase in average costs of sales per pound was primarily the result of increased production of higher value and cost products. Gross profit as a percentage of sales increased to 8.9% in the first six months of fiscal 1997 from 6.9% in the first six months of fiscal 1996. The increased gross profit resulted mainly from higher sales prices as mentioned above and significantly higher margins in Mexico. Consolidated selling, general and administrative expenses were $27.4 million in the first six months of fiscal 1997, and $24.5 million in fiscal 1996. Consolidated selling, general and administrative expenses as a percentage of sales increased slightly in the first six months of fiscal 1997 to 4.6% compared to 4.5% in the first six months of fiscal 1996. Consolidated operating income was $26.0 million for the first six months of fiscal 1997, an increase of $13.5 million when compared to the first six months of fiscal 1996, resulting primarily from higher margins experienced in the Mexican operations. Consolidated net interest expense was $10.7 million in the first six months of fiscal 1997, an increase of $.4 million, or 3.9%, when compared to the first six months of fiscal 1996. This increase was due to slightly higher interest rates and higher average outstanding debt amounts when compared to the first six months of fiscal 1996. Consolidated miscellaneous, net a component of AOther Expense (Income)@ was $2.9 million in the first six months of fiscal 1997, includes a $2.2 million final settlement of claims resulting from the January 8, 1992 fire at the Company's prepared foods plant in Mt. Pleasant, Texas. Consolidated income tax expense in the first six months of fiscal 1997 decreased to $2.5 million compared to expense of $2.8 million in the first six months of fiscal 1996. The lower consolidated income tax expense in contrast to higher consolidated income, resulted from increased Mexican earnings which are not currently subject to income taxes. LIQUIDITY AND CAPITAL RESOURCES Strong profits improved liquidity and financial ratios in the fiscal first six months of 1997. The Company's working capital increased to $98.5 million at March 29, 1997 compared to $88.5 million at September 28, 1996, the current ratio at March 29, 1997 improved to 1.79 to 1 compared to 1.63 to 1 at September 28, 1996 and the Company's stockholder=s equity increased to $157.4 million from $143.1 million at September 28, 1996. Total debt to capitalization decreased to 59.1% at March 29, 1997 compared to 62.1% at September 28, 1996. The Company maintains $110 million in revolving credit facilities with available unused lines of credit of $72 million at May 8, 1997. Trade accounts and other receivables were $69.3 million at March 29, 1997, a $3.4 million increase from September 28, 1996. The 5.1% increase was due primarily to increased consolidated sales. Allowances for doubtful accounts, as a percentage of trade accounts and notes receivable were 4.6% at March 29, 1997 compared to 5.7% at September 28, 1996. Inventories were $137.9 million at March 29, 1997, a increase of $1.1 million from September 28, 1996, due primarily to higher finished poultry products inventories offset partially by the reduction of feed costs in inventories. Accounts payable were $57.8 million at March 29, 1997, a 19.0% decrease from September 28, 1996, due primarily to the reduction in cost of feed ingredients. Capital expenditures for the six months ended March 29, 1997 were $12.2 million and were primarily incurred to expand production capacities domestically, improve efficiencies, reduce costs and for the routine replacement of equipment. The Company anticipates that it will spend approximately $55 million for capital expenditures in fiscal year 1997 and expects to finance such expenditures with available operating cash flows and long-term financing. On April 15, 1997 the Company completed its acquisition of certain chicken producing assets of Green Acre Foods, Inc., an integrated chicken producer located in the Nacogdoches area of East Texas. The additional production from the acquired facilities will help fulfill additional demand from the Company's prepared foods customers. On April 15, 1997 the Company secured an additional $35 million in secured term borrowing capacity from an existing lender at rates of 2.0% over LIBOR, with monthly principal and interest payments, maturing on February 28, 2006. As of May 9, 1997 $20 million has been borrowed on such facility, with the additional $15 million remaining available until April 1, 1999. PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 3.3 Amended and Restated Corporate Bylaws of Pilgrim's Pride Corporation, a Delaware Corporation, effective December 4, 1996. 4.9 Amended and Restated Corporate Bylaws of Pilgrim's Pride Corporation, a Delaware Corporation, effective December 4, 1996. 10.46 Note Purchase Agreement dated April 14, 1997 by and between John Hancock MutualLife Insurance Company and Signature 1A (Cayman), Ltd. and Pilgrim's Pride Corporation, a Delaware Corporation. 10.47 Agreement between Pilgrim's Pride Corporation and Certain Shareholders dated November 28, 1996. 10.48 Aircraft Lease Extension Agreement between B.P. Leasing Co., (L. A. Pilgrim, Individually) and Pilgrim's Pride Corporation, (formerly Pilgrim Industries, Inc.) effective November 15, 1992. 10.49 Broiler Grower Contract dated May 6, 1997 between Pilgrim's Pride Corporation and Lonnie "Bo" Pilgrim (Farm 30). 10.50 Commercial Egg Grower Contract dated May 7, 1997 between Pilgrim's Pride Corporation and Pilgrim Poultry, G. P. 10.51 Agreement dated October 15, 1996 between Pilgrim's Pride Corporation and Pilgrim Poultry, G.P. 10.52 Heavy Breeder Contract dated May 7, 1997 between Pilgrim's Pride Corporation and Lonnie "Bo" Pilgrim (Farm 44, 45 & 46). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PILGRIM'S PRIDE CORPORATION Date MAY 7, 1997 Richard A. Cogdill Executive Vice President and Chief Financial Officer and Secretary and Treasurer in his respective capacity as such
 

5 1,000 6-MOS SEP-27-1997 MAR-29-1997 7,717 0 69,256 0 137,926 222,855 474,699 187,776 531,579 124,329 193,546 276 0 0 157,090 531,579 601,207 601,207 547,855 575,233 8,363 (779) 10,733 17,611 2,552 15,059 0 0 0 15,059 .55 .55


                     

                       AMENDED AND RESTATED
                         CORPORATE BYLAWS

                                OF

                    PILGRIM'S PRIDE CORPORATION
                     (A DELAWARE CORPORATION)

                     *     *     *     *     *

                         TABLE OF CONTENTS

                       AMENDED AND RESTATED
                        CORPORATE BYLAWS OF
                    PILGRIM'S PRIDE CORPORATION
                     (a Delaware corporation)



SECTION   SUBJECT MATTER                     PAGE


               ARTICLE :  NAME AND OFFICES

 .         Name ................................................1
 .         Registered Office and Agent..........................1
          ()   Registered Office...............................1
          ()   Registered Agent................................1
          ()   Change of Registered Office or Agent............1
 .         Other Offices........................................2


               ARTICLE :  STOCKHOLDERS

 .         Place of Meetings....................................2
 .         Annual Meetings......................................2
 .         Special Meetings.....................................2
 .         Notice ..............................................2
 .         Voting List..........................................3
 .         Quorum 4
 .         Requisite Vote.......................................4
 .         Withdrawal of Quorum.................................5
 .         Voting at Meetings...................................5
          ()   Voting Power....................................5
          ()   Exercise of Voting Power; Proxies...............5
          ()   Election of Directors...........................5
 .         Record Date..........................................6
 .         Action Without Meetings..............................6
 .         Record Date for Action Without Meeting...............7
 .         Preemptive Rights....................................8


               ARTICLE :  DIRECTORS

 .         Management Powers....................................8
 .         Number and Qualification.............................9
 .         Election and Term....................................9
 .         Voting on Directors..................................9
 .         Vacancies and New Directorships......................9
 .         Removal 10
 .         Meetings 10
          ()   Place...........................................10
          ()   Annual Meeting..................................11
          ()   Regular Meetings................................11
          ()   Special Meetings................................11
          ()   Notice and Waiver of Notice.....................11
          ()   Quorum..........................................11
          ()   Requisite Vote..................................11
 .         Action Without Meetings..............................12
 .         Committees...........................................12
          ()   Designation and Appointment.....................12
          ()   Members; Alternate Members; Term................12
          ()   Authority.......................................12
          ()   Records.........................................12
          ()   Change in Number................................12
          ()   Vacancies.......................................13
          ()   Removal.........................................13
          ()   Meetings........................................13
          ()   Quorum; Requisite Vote..........................13
          ()   Compensation....................................13
          ()   Action Without Meetings.........................13
          ()   Responsibility..................................13
 .         Compensation.........................................13
 .         Maintenance of Records...............................14
 .         Interested Directors and Officers....................14

               ARTICLE :  NOTICES

 .         Method of Notice.....................................15
 .         Waiver 15


               ARTICLE :  OFFICERS AND AGENTS

 .         Designation..........................................16
 .         Election of Officers.................................16
 .         Qualifications.......................................16
 .         Term of Office.......................................16
 .         Authority 17
 .         Removal 17
 .         Vacancies 17
 .         Compensation.........................................17
 .         Chairman of the Board................................17
 .         Vice Chairman........................................18
 .         Chief Executive Officer..............................18
 .         Executive President..................................19
 .         Chief Operating Officer..............................19
 .         President 19
 .         Vice Presidents......................................20
 .         Secretary 20
 .         Assistant Secretaries................................21
 .         Treasurer 21
 .         Assistant Treasurers.................................22


               ARTICLE :  INDEMNIFICATION

 .         Mandatory Indemnification............................22
 .         Determination of Indemnification.....................23
 .         Advance of Expenses..................................24
 .         Permissive Indemnification...........................25
 .         Nature of Indemnification............................25
 .         Insurance 25
 .         Notice 27


               ARTICLE :  STOCK CERTIFICATES AND
                           TRANSFER REGULATIONS

 .         Description of Certificates..........................27
 .         Entitlement to Certificates..........................28
 .         Signatures...........................................28
 .         Issuance of Certificates.............................28
 .         Payment for Shares...................................29
          ()   Consideration...................................29
          ()   Valuation.......................................29
          ()   Effect..........................................29
          ()   Allocation of Consideration.....................29
 .         Subscriptions........................................29
 .         Record Date..........................................29
 .         Registered Owners....................................30
 .         Lost, Stolen or Destroyed Certificates...............31
          ()   Proof of Loss...................................31
          ()   Timely Request..................................31
          ()   Bond............................................31
          ()   Other Requirements..............................31
 .         Registration of Transfers............................31
          ()   Endorsement.....................................31
          ()   Guaranty and Effectiveness of Signature.........32
          ()   Adverse Claim...................................32
          ()   Collection of Taxes.............................32
          ()   Additional Requirements Satisfied...............32
 .         Restrictions on Transfers and Legends
          on Certificates......................................32
          ()   Shares in Classes or Series.....................32
          ()   Restriction on Transfer.........................32
          ()   Unregistered Securities.........................33


               ARTICLE :  GENERAL PROVISIONS

 .         Dividends 33
          ()   Declaration and Payment.........................34
          ()   Record Date.....................................34
 .         Reserves 34
 .         Books and Records....................................34
 .         Annual Statement.....................................35
 .         Contracts and Negotiable Instruments.................35
 .         Fiscal Year..........................................35
 .         Corporate Seal.......................................36
 .         Resignations.........................................36
 .         Amendment of Bylaws..................................36
 .         Construction.........................................36
 .         Telephone Meetings...................................36
 .         Table of Contents; Captions..........................37

                       AMENDED AND RESTATED
                         CORPORATE BYLAWS

                                OF

                    PILGRIM'S PRIDE CORPORATION
                     (a Delaware Corporation)



                             ARTICLE

                         NAME AND OFFICES

     .    NAME.    The   name  of  the  Corporation  is  PILGRIM'S  PRIDE

CORPORATION, hereinafter referred to as the "Corporation."

     .    REGISTERED OFFICE  AND AGENT.  The Corporation shall establish,

designate and continuously maintain  a registered office and agent in the

State of Delaware, subject to the following provisions:

          ()   REGISTERED OFFICE.  The  Corporation  shall  establish and
     continuously  maintain in the State of Delaware a registered  office
     which may be, but need not be, the same as its place of business.

          ()   REGISTERED  AGENT.   The  Corporation  shall designate and
     continuously  maintain in the State of Delaware a registered  agent,
     which agent may  be  either  an  individual resident of the State of
     Delaware whose business office is  identical  with  such  registered
     office,   or   a  domestic  corporation  or  a  foreign  corporation
     authorized to transact  business  in the State of Delaware, having a
     business office identical with such registered office.

          ()   CHANGE OF REGISTERED OFFICE OR AGENT.  The Corporation may
     change  its registered office or change  its  registered  agent,  or
     both, upon  the  filing  in  the Office of the Secretary of State of
     Delaware of a statement setting forth the facts required by law, and
     executed for the Corporation by  its Executive President, President,
     a Vice President or other duly authorized officer.


     .    OTHER OFFICES.  The Corporation  may  also have offices at such

other places within and without the State of Delaware  as  the  Board  of

Directors  may,  from  time  to  time,  determine  the  business  of  the

Corporation may require.

                             ARTICLE

                           STOCKHOLDERS

     .    PLACE  OF  MEETINGS.   Each  meeting of the stockholders of the

Corporation is to be held at the principal  offices of the Corporation or

at such other place, either within or without  the  State of Delaware, as

may  be  specified  in  the notice of the meeting or in a  duly  executed

waiver of notice thereof.

     .    ANNUAL MEETINGS.   The  annual  meeting of the stockholders for

the election of Directors and for the transaction  of such other business

as may properly come before the meeting shall be held  within one hundred

twenty (120) days after the close of the fiscal year of  the  Corporation

on  a  day  during  such period to be selected by the Board of Directors;

provided, however, that the failure to hold the annual meeting within the

designated period of  time  or  on  the  designated date shall not work a

forfeiture or dissolution of the Corporation.

     .    SPECIAL MEETINGS.  Special meetings  of  the  stockholders, for

any  purpose  or  purposes,  may  be  called  by  the Board of Directors,

Chairman  of the Board, Chief Executive Officer, Executive  President  or

President.   The  notice  of a special meeting shall state the purpose or

purposes of the proposed meeting and the business to be transacted at any

such  special  meeting of stockholders,  and  shall  be  limited  to  the

purposes stated in the notice therefor.

     .    NOTICE.   Written  or printed notice of the meeting stating the

place, day and hour of the meeting, and in the case of a special meeting,

the  purpose  or purposes for which  the  meeting  is  called,  shall  be

delivered not less than ten (10) nor more than sixty (60) days before the

date of the meeting, either personally or by mail, by or at the direction

of  the Board of  Directors,  Chairman  of  the  Board,  Chief  Executive

Officer,   Executive   President,   President,   or  Secretary,  to  each

stockholder of record entitled to vote at such meeting  as  determined in

accordance  with the provisions of Section 2.10 hereof.  If mailed,  such

notice shall  be  deemed  to  be  delivered  when deposited in the United

States Mail, with postage thereon prepaid, addressed  to  the stockholder

entitled thereto at his address as it appears on the stock transfer books

of the Corporation.

     .    VOTING LIST.  The officer or agent having charge and custody of

the stock transfer books of the Corporation, shall prepare,  at least ten

(10)  days  before each meeting of stockholders, a complete list  of  the

stockholders  entitled  to vote at such meeting, arranged in alphabetical

order and showing the address  of  each  stockholder  and  the  number of

shares   having   voting  privileges  registered  in  the  name  of  each

stockholder.   Such  list  shall  be  open  to  the  examination  of  any

stockholder, for  any  purpose  germane  to  the meeting, during ordinary

business hours for a period of not less than ten  (10) days prior to such

meeting either at the principal office of the Corporation  or  at a place

within  the  city  where the meeting is to be held, which place shall  be

specified in the notice  of  the meeting, or, if not so specified, at the

place where the meeting is to  be held.  Such list shall also be produced

and kept open at the time and place  of  the meeting and shall be subject

to  the  inspection of any stockholder during  the  entire  time  of  the

meeting.   The  original  stock  ledger  or transfer book, or a duplicate

thereof, shall be prima facie evidence as to identity of the stockholders

entitled to examine such list or stock ledger  or  transfer  book  and to

vote at any such meeting of the stockholders.  The failure to comply with

the  requirements  of  this  Section shall not affect the validity of any

action taken at said meeting.

     .    QUORUM.  The holders of a majority of the shares of the capital

stock issued and outstanding and entitled to vote thereat, represented in

person or by proxy, shall be requisite  and  shall constitute a quorum at

all meetings of the stockholders for the transaction  of  business except

as  otherwise  provided  by statute, the Certificate of Incorporation  or

these  Bylaws.   If,  however,  such  quorum  shall  not  be  present  or

represented at any such  meeting  of  the  stockholders, the stockholders

entitled to vote thereat, present in person,  or  represented  by  proxy,

shall  have  the power to adjourn the meeting, from time to time, without

notice other than  announcement  at  the meeting, until a quorum shall be

present or represented.  At such reconvened  meeting  at  which  a quorum

shall  be  present  or  represented, any business may be transacted which

might have been transacted at the meeting as originally notified.  If the

adjournment  is  for  more  than  thirty  (30)  days,  or  if  after  the

adjournment a new record date  is  fixed  for  the  reconvened meeting, a

notice  of  said meeting shall be given to each stockholder  entitled  to

vote at said meeting.

     .    REQUISITE  VOTE.   If  a  quorum is present at any meeting, the

vote of the holders of a majority of  the  outstanding  shares of capital

stock  having  voting power, present in person or represented  by  proxy,

shall determine  any  question  brought  before  such meeting, unless the

question is one upon which, by express provision of  the  Certificate  of

Incorporation  or of these Bylaws, a different vote shall be required, in

which  case  such   express   provision  shall  govern  and  control  the

determination of such question.

     .    WITHDRAWAL OF QUORUM.   If  a  quorum is present at the time of

commencement  of  any  meeting, the stockholders  present  at  such  duly

convened meeting may continue to transact any business which may properly

come before said meeting  until  adjournment thereof, notwithstanding the

withdrawal  from such meeting of sufficient  holders  of  the  shares  of

capital stock  entitled  to  vote  thereat  to  leave  less than a quorum

remaining.

     .    VOTING AT MEETING.  Voting at meetings of stockholders shall be

conducted   and  exercised  subject  to  the  following  procedures   and

regulations:

          ()   VOTING  POWER.   In  the  exercise  of  voting  power with
     respect  to each matter properly submitted to a vote at any  meeting
     of stockholders, each holder of the capital stock of the Corporation
     having voting  power shall be entitled to one (1) vote for each such
     share held in his  name  on  the books of the Corporation, except to
     the extent otherwise specified  by  the Certificate of Incorporation
     or Certificate of Designations pertaining  to  a series of preferred
     stock.

          ()   EXERCISE  OF  VOTING  POWER;  PROXIES.   Each  stockholder
     entitled to vote at a meeting or to express consent  or  dissent  to
     corporate  action  in  writing  without a meeting may vote either in
     person or authorize another person  or  persons  to  act  for him by
     proxy  duly  appointed  by instrument in writing subscribed by  such
     stockholder or by his duly  authorized  attorney-in-fact;  provided,
     however, no such appointment of proxy shall be valid, voted or acted
     upon  after  the  expiration  of  three  (3)  years from the date of
     execution   of  such  written  instrument  of  appointment,   unless
     otherwise  stated  therein.   A  proxy  shall  be  revocable  unless
     expressly designated  therein  as  irrevocable  and  coupled with an
     interest.  Proxies coupled with an interest include the  appointment
     as proxy of:  (a) a pledgee; (b) a person who purchased or agreed to
     purchase  or  owns or holds an option to purchase the shares  voted;
     (c) a creditor  of  the  Corporation  who  extended its credit under
     terms requiring the appointment; (d) an employee  of the Corporation
     whose employment contract requires the appointment;  or  (e) a party
     to  a  voting  agreement  created  under  Section 218 of the General
     Corporation Law of Delaware, as amended.  Each  proxy shall be filed
     with the Secretary of the Corporation prior to or at the time of the
     meeting.  Any vote may be taken by voice vote or  by  show  of hands
     unless  someone  entitled  to  vote at the meeting objects, in which
     case written ballots shall be used.

          ()   ELECTION OF DIRECTORS.   In  all  elections  of  Directors
     cumulative voting shall be prohibited.


     .    RECORD  DATE.   As  more  specifically  provided in Article  7,

Section 7.7 hereof, the Board of Directors may fix  in  advance  a record

date for the purpose of determining stockholders entitled to notice of or

to vote at a meeting of stockholders, which record date shall not precede

the  date upon which the resolution fixing the record date is adopted  by

the Board  of Directors, and which record date shall not be less than ten

(10) nor more than sixty (60) days prior to such meeting.  In the absence

of any action  by  the  Board  of  Directors  fixing the record date, the

record date for determining stockholders entitled to notice of or to vote

at a meeting of stockholders shall be at the close of business on the day

before the day on which notice of the meeting is  given, or, if notice is

waived, at the close of business on the day before the meeting is held.

     .    ACTION WITHOUT MEETINGS.  Any action permitted  or  required to

be taken at a meeting of the stockholders of the Corporation may be taken

without a meeting, without prior notice, and without a vote, if a consent

or  consents  in  writing,  setting  forth the action so taken, shall  be

signed by the holder or holders of the  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,  and such written consent shall have the

same force and effect as the requisite  vote of the stockholders thereon.

Any such executed written consent, or an  executed  counterpart  thereof,

shall  be  placed  in  the minute book of the Corporation.  Every written

consent shall bear the date  of  signature  of each stockholder who signs

the consent.  No written consent shall be effective  to  take  the action

that  is the subject of the consent unless, within sixty (60) days  after

the date  of  the  earliest dated consent delivered to the Corporation in

the manner required  under  Section  2.12  hereof,  a consent or consents

signed  by  the holders of the minimum number of shares  of  the  capital

stock issued  and  outstanding  and  entitled  to vote on and approve the

action  that  is  the  subject  of  the  consent  are  delivered  to  the

Corporation.  Prompt notice of the taking of any action  by  stockholders

without a meeting by less than unanimous written consent shall  be  given

to those stockholders who did not consent in writing to the action.

     .    RECORD  DATE FOR ACTION WITHOUT MEETINGS.  Unless a record date

shall have previously  been fixed or determined by the Board of Directors

as provided in Section 2.10  hereof,  whenever  action by stockholders is

proposed  to  be  taken  by  consent  in  writing without  a  meeting  of

stockholders,  the  Board of Directors may fix  a  record  date  for  the

purpose of determining  stockholders  entitled to consent to that action,

which record date shall not precede, and  shall not be more than ten (10)

days after, the date upon which the resolution  fixing the record date is

adopted by the Board of Directors.  If no record  date  has been fixed by

the Board of Directors and the prior action of the Board  of Directors is

not required by statute or the Certificate of Incorporation,  the  record

date for determining stockholders entitled to consent to corporate action

in  writing  without  a meeting shall be the first date on which a signed

written consent setting forth the action taken or proposed to be taken is

delivered to the Corporation  by  delivery  to its registered office, its

principal place of business, or an officer or  agent  of  the Corporation

having  custody  of  the  books  in  which  proceedings  of  meetings  of

stockholders are recorded.  Delivery shall be by hand or by certified  or

registered mail, return receipt requested.  Delivery to the Corporation's

principal place of business shall be addressed to the Executive President

or  principal  executive  officer  of the Corporation.  If no record date

shall have been fixed by the Board of  Directors  and prior action of the

Board  of  Directors  is  required  by  statute,  the  record   date  for

determining  stockholders  entitled  to  consent  to corporate action  in

writing without a meeting shall be at the close of business on the day on

which  the  Board  of  Directors  adopts a resolution taking  such  prior

action.

     .    PREEMPTIVE RIGHTS.  No holder of shares of capital stock of the

Corporation  shall,  as  such holder,  have  any  right  to  purchase  or

subscribe for any capital  stock  of  any class which the Corporation may

issue or sell, whether or not exchangeable  for  any capital stock of the

Corporation  of  any  class or classes, whether issued  out  of  unissued

shares authorized by the Certificate of Incorporation, as amended, or out

of shares of capital stock  of  the  Corporation acquired by it after the

issue thereof; nor shall any holder of  shares  of  capital  stock of the

Corporation,  as  such  holder,  have  any right to purchase, acquire  or

subscribe  for any securities which the Corporation  may  issue  or  sell

whether or not  convertible  into  or  exchangeable for shares of capital

stock of the Corporation of any class or  classes, and whether or not any

such securities have attached or appurtenant thereto warrants, options or

other instruments which entitle the holders  thereof to purchase, acquire

or subscribe for shares of capital stock of any class or classes.

                             ARTICLE

                             DIRECTORS

     .    MANAGEMENT  POWERS.   The powers of the  Corporation  shall  be

exercised by or under the authority  of,  and the business and affairs of

the Corporation shall be managed under the  direction  of,  its  Board of

Directors  which  may exercise all such powers of the Corporation and  do

all such lawful acts and things as are not by statute, the Certificate of

Incorporation or these  Bylaws  directed  or  required to be exercised or

done by the stockholders.

     .    NUMBER AND QUALIFICATION.  The Board of Directors shall consist

of not less than one (1) member.  The number of Directors shall initially

be fixed by the incorporator and thereafter from  time  to  time  by  the

Board  of  Directors.   Directors  need  not be residents of the State of

Delaware  nor  stockholders  of  the Corporation.   Each  Director  shall

qualify as a Director following election  as  such  by agreeing to act or

acting in such capacity.  The number of Directors shall be fixed, and may

be increased or decreased, from time to time by resolution  of  the Board

of  Directors without the necessity of a written amendment to the  Bylaws

of the  Corporation; provided, however, no decrease shall have the effect

of shortening the term of any incumbent Director.

     .    ELECTION  AND  TERM.   Members  of the Board of Directors shall

hold  office  until  the  annual  meeting  of  the  stockholders  of  the

Corporation  and  until  their  successors shall have  been  elected  and

qualified.   At  the annual meeting  of  stockholders,  the  stockholders

entitled to vote in  an  election  of  Directors shall elect Directors to

hold office until the next succeeding annual meeting of the stockholders.

Each Director shall hold office for the term for which he is elected, and

until his successor shall be elected and  qualified  or  until his death,

resignation or removal, if earlier.

     .    VOTING ON DIRECTORS.  Directors shall be elected by the vote of

the holders of a plurality of the shares entitled to vote in the election

of  Directors  and  represented  in  person  or by proxy at a meeting  of

stockholders  at  which a quorum is present.  Cumulative  voting  in  the

election of Directors is expressly prohibited.

     .    VACANCIES  AND  NEW DIRECTORSHIPS.  Vacancies and newly created

directorships resulting from  any  increase  in  the authorized number of

Directors elected by all the stockholders having the  right  to vote as a

single class may be filled by the affirmative vote of a majority  of  the

Directors  then  in  office,  although  less  than a quorum, or by a sole

remaining Director, or by the requisite vote of  the  stockholders  at an

annual  meeting  of  the  stockholders  or  at  a  special meeting of the

stockholders called for that purpose, and the Directors  so elected shall

hold  office  until their successors are elected and qualified.   If  the

holders of any  class  or  classes  of  stock  or  series of stock of the

Corporation  are  entitled  to  elect  one  or  more  Directors   by  the

Certificate of Incorporation or Certificate of Designations applicable to

such  class or series, vacancies and newly created directorships of  such

class or  classes  or series may be filled by a majority of the Directors

elected by such class  or classes or series thereof then in office, or by

a sole remaining Director  so elected, and the Directors so elected shall

hold office until the next election of the class for which such Directors

shall have been chosen, and  until  their successors shall be elected and

qualified.  For purposes of these Bylaws, a "vacancy" shall be defined as

an unfilled directorship arising by virtue  of  the death, resignation or

removal of a Director theretofore duly elected to  serve in such capacity

in accordance with the relevant provisions of these Bylaws.

     .    REMOVAL.   Any Director may be removed either  for  or  without

cause at any duly convened  special or annual meeting of stockholders, by

the  affirmative  vote  of  a  majority   in  number  of  shares  of  the

stockholders present in person or by proxy at any meeting and entitled to

vote for the election of such Director, provided  notice  of intention to

act  upon  such  matter shall have been given in the notice calling  such

meeting.

     .    MEETINGS.  The meetings of the Board of Directors shall be held

and conducted subject to the following regulations:

          ()   PLACE.    Meetings  of  the  Board  of  Directors  of  the
     Corporation, annual,  regular  or  special,  are  to  be held at the
     principal  office or place of business of the Corporation,  or  such
     other place,  either within or without the State of Delaware, as may
     be specified in  the  respective  notices,  or  waivers  of  notice,
     thereof.

          ()   ANNUAL  MEETING.   The  Board of Directors shall meet each
     year immediately after the annual meeting  of  the  stockholders, at
     the  place  where  such  meeting of the stockholders has  been  held
     (either within or without the State of Delaware), for the purpose of
     organization, election of  officers,  and consideration of any other
     business that may properly be brought before the meeting.  No notice
     of any kind to either old or new members  of  the Board of Directors
     for such annual meeting shall be required.

          ()   REGULAR  MEETINGS.   Regular  meetings  of  the  Board  of
     Directors may be held without notice at such time and  at such place
     or places as shall from time to time be determined and designated by
     the Board.

          ()   SPECIAL  MEETINGS.   Special  meetings  of  the  Board  of
     Directors  may  be  called  by  the  Chairman  of  the  Board, Chief
     Executive   Officer,   Executive   President  or  President  of  the
     Corporation  on  notice  of two (2) days  to  each  Director  either
     personally  or  by  mail  or  by   telegram,   telex   or  facsimile
     transmission  and  delivery.   Special  meetings  of  the  Board  of
     Directors  shall  be  called by the Chairman of the Board, Executive
     President or Secretary  in  like  manner  and  on like notice on the
     written request of two (2) Directors.

          ()   NOTICE AND WAIVER OF NOTICE.  Attendance  of a Director at
     any  meeting  shall  constitute a waiver of notice of such  meeting,
     except where a Director attends for the express purpose of objecting
     to the transaction of  any  business  because  the  meeting  is  not
     lawfully  called or convened.  Neither the business to be transacted
     at, nor the  purpose  of,  any  regular  meeting  of  the  Board  of
     Directors  need  be  specified  in the notice or waiver of notice of
     such meeting.

          ()   QUORUM.  At all meetings  of  the  Board  of  Directors, a
     majority  of  the number of Directors shall constitute a quorum  for
     the transaction  of business, unless a greater number is required by
     law or by the Certificate  of  Incorporation.  If a quorum shall not
     be  present  at  any  meeting of Directors,  the  Directors  present
     thereat may adjourn the  meeting,  from time to time, without notice
     other than announcement at the meeting,  until  a  quorum  shall  be
     present.

          ()   REQUISITE  VOTE.   The  act of a majority of the Directors
     present at any meeting at which a quorum is present shall be the act
     of the Board of Directors unless the  act  of  a  greater  number is
     required  by  statute,  the  Certificate  of  Incorporation or these
     Bylaws.

     .    ACTION WITHOUT MEETINGS.  Unless otherwise  restricted  by  the

Certificate  of  Incorporation  or  these  Bylaws, any action required or

permitted by law to be taken at any meeting of the Board of Directors, or

any committee thereof, may be taken without  a  meeting, if prior to such

action a written consent thereto is signed by all members of the Board or

of such committee, as the case may be, and such written  consent is filed

in the minutes or proceedings of the Board of Directors or committee.

     .    COMMITTEES.  Committees designated and appointed  by  the Board

of  Directors  shall  function  subject  to  and  in  accordance with the

following regulations and procedures:

          ()   DESIGNATION AND APPOINTMENT.  The Board  of Directors may,
     by  resolution adopted by a majority of the entire Board,  designate
     and appoint  one or more committees under such name or names and for
     such purpose or function as may be deemed appropriate.

          ()   MEMBERS;  ALTERNATE  MEMBERS;  TERMS.  Each committee thus
     designated  and  appointed  shall consist of  one  or  more  of  the
     Directors of the Corporation,  one  of  whom,  in  the  case  of the
     Executive  Committee,  shall  be  the Chief Executive Officer of the
     Company.  The Board of Directors may  designate  one  or more of its
     members as alternate members of any committee, who may,  subject  to
     any  limitations  imposed  by  the  entire  Board, replace absent or
     disqualified members at any meeting of that committee.   The members
     or  alternate  members  of  any  such  committee shall serve at  the
     pleasure of and subject to the discretion of the Board of Directors.

          ()   AUTHORITY.  Each committee, to  the extent provided in the
     resolution of the Board creating same, shall  have  and may exercise
     such  of the powers and authority of the Board of Directors  in  the
     management  of  the  business  and affairs of the Corporation as the
     Board of Directors may direct and  delegate,  except, however, those
     matters which are required by statute to be reserved  unto  or acted
     upon by the entire Board of Directors.

          ()   RECORDS.   Each  such  committee  shall  keep and maintain
     regular records or minutes of its meetings and report  the  same  to
     the Board of Directors when required.

          ()   CHANGE  IN  NUMBER.   The  number  of members or alternate
     members  of any committee appointed by the Board  of  Directors,  as
     herein provided,  may  be increased or decreased (but not below two)
     from time to time by appropriate resolution adopted by a majority of
     the entire Board of Directors.

          ()   VACANCIES.  Vacancies  in  the membership of any committee
     designated and appointed hereunder shall  be  filled by the Board of
     Directors,  at  a  regular  or  special  meeting  of  the  Board  of
     Directors,  in  a  manner  consistent  with  the provisions of  this
     Section 3.9.

          ()   REMOVAL.  Any member or alternate member  of any committee
     appointed hereunder may be removed by the Board of Directors  by the
     affirmative vote of a majority of the entire Board, whenever in  its
     judgment  the  best  interests  of  the  Corporation  will be served
     thereby.

          ()   MEETINGS.   The  time,  place  and  notice  (if  any)   of
     committee  meetings  shall  be  determined  by  the  members of such
     committee.

          ()   QUORUM;  REQUISITE  VOTE.   At  meetings of any  committee
     appointed hereunder, a majority of the number  of members designated
     by  the  Board  of  Directors  shall  constitute  a quorum  for  the
     transaction of business.  The act of a majority of  the  members and
     alternate members of the committee present at any meeting at which a
     quorum  is  present  shall  be the act of such committee, except  as
     otherwise  specifically provided  by  statute,  the  Certificate  of
     Incorporation  or  these  Bylaws.   If  a quorum is not present at a
     meeting of such committee, the members of such committee present may
     adjourn the meeting from time to time, without  notice other than an
     announcement at the meeting, until a quorum is present.

          ()   COMPENSATION.  Appropriate compensation  for  members  and
     alternate  members  of  any  committee  appointed  pursuant  to  the
     authority  hereof  may  be authorized by the action of a majority of
     the entire Board of Directors  pursuant to the provisions of Section
     3.10 hereof.

          ()   ACTION WITHOUT MEETINGS.  Any action required or permitted
     to be taken at a meeting of any  committee  may  be  taken without a
     meeting if a consent in writing, setting forth the action  so taken,
     is signed by all members of such committee.  Such consent shall have
     the  same  force  and effect as a unanimous vote at a meeting.   The
     signed consent, or  a signed copy, shall become a part of the record
     of such committee.

          ()   RESPONSIBILITY.   Notwithstanding  any  provision  to  the
     contrary  herein, the designation and appointment of a committee and
     the delegation  of  authority to it shall not operate to relieve the
     Board of Directors, or  any  member  thereof,  of any responsibility
     imposed upon it or him by law.


     .    COMPENSATION.   By  appropriate  resolution  of  the  Board  of

Directors,  the Directors may be reimbursed their expenses,  if  any,  of

attendance at  each  meeting  of the Board of Directors and may be paid a

fixed sum (as determined from time  to  time by the vote of a majority of

the Directors then in office) for attendance at each meeting of the Board

of Directors or a stated salary as Director,  or  both.   No such payment

shall  preclude  any  Director  from  serving the Corporation in  another

capacity  and receiving compensation therefor.   Members  of  special  or

standing committees  may,  by  appropriate  resolution  of  the  Board of

Directors,  be allowed similar reimbursement of expenses and compensation

for attending committee meetings.

     .    MAINTENANCE  OF  RECORDS.  The Directors may keep the books and

records of the Corporation, except such as are required by law to be kept

within the State, outside the  State  of  Delaware  or  at  such place or

places as they may, from time to time, determine.

     .    INTERESTED  DIRECTORS  AND  OFFICERS.   No  contract  or  other

transaction  between the Corporation and one or more of its Directors  or

officers, or between the Corporation and any firm of which one or more of

its Directors  or officers are members or employees, or in which they are

interested, or between the Corporation and any corporation or association

of which one or  more  of  its  Directors  or  officers are stockholders,

members,  directors,  officers,  or  employees,  or  in  which  they  are

interested, shall be void or voidable solely for this  reason,  or solely

because  of  the  presence  of  such Director or Directors or officer  or

officers at the meeting of the Board  of  Directors  of  the Corporation,

which  acts  upon, or in reference to, such contract, or transaction,  if

(a)  the material  facts  of  such  relationship  or  interest  shall  be

disclosed  or  known to the Board of Directors and the Board of Directors

shall, nevertheless  in  good  faith,  authorize, approve and ratify such

contract or transaction by a vote of a majority of the Directors present,

such  interested  Director  or Directors to  be  counted  in  determining

whether a quorum is present,  but  not  to  be counted in calculating the

majority of such quorum necessary to carry such  vote;  (b)  the material

facts  of such relationship or interest as to the contract or transaction

are disclosed  or are known to the stockholders entitled to vote thereon,

and the contract or transaction is specifically approved in good faith by

the vote of the  stockholders; or (c) the contract or transaction is fair

to the Corporation  as of the time it is authorized, approved or ratified

by the Board of Directors,  a committee thereof or the stockholders.  The

provisions of this Section shall  not  be  construed  to  invalidate  any

contract  or  other  transaction which would otherwise be valid under the

common and statutory law applicable thereto.

                             ARTICLE

                              NOTICES

     .    METHOD OF NOTICE.  Whenever under the provisions of the General

Corporation Law of Delaware  or of the Certificate of Incorporation or of

these  Bylaws,  notice  is required  to  be  given  to  any  Director  or

stockholder, it shall not  be construed to mean personal notice, but such

notice may be given in writing  and  delivered  personally,  through  the

United  States  mail,  by  a recognized delivery service (such as Federal

Express)  or  by  means of telegram,  telex  or  facsimile  transmission,

addressed to such Director  or  stockholder,  at  his address or telex or

facsimile transmission number, as the case may be,  as  it appears on the

records of the Corporation, with postage and fees thereon  prepaid.  Such

notice  shall  be deemed to be given at the time when the same  shall  be

deposited in the  United  States Mail or with an express delivery service

or when transmitted by telex  or  facsimile  transmission  or  personally

delivered, as the case may be.

     .    WAIVER.   Whenever any notice whatever is required to be  given

under the provisions  of the General Corporation Law of Delaware or under

the provisions of the Certificate  of  Incorporation  or  these Bylaws, a

waiver  thereof  in  writing signed by the person or persons entitled  to

such notice, whether before  or  after  the time stated therein, shall be

deemed  equivalent  to  the giving of such notice.   Attendance  by  such

person  or persons, whether  in  person  or  by  proxy,  at  any  meeting

requiring  notice  shall  constitute  a waiver of notice of such meeting,

except where such person attends the meeting  for  the express purpose of

objecting to the transaction of any business because  the  meeting is not

lawfully called or convened.

                             ARTICLE

                        OFFICERS AND AGENTS

     .    DESIGNATION.  The officers of the Corporation shall  be  chosen

by the Board of Directors and shall consist of the offices of:

          ()   Chairman  of the Board, Chief Executive Officer, Executive
     President, President, Vice President, Treasurer and Secretary; and

          ()   Such other  offices  and  officers  (including one or more
     additional Vice Presidents) and assistant officers and agents as the
     Board of Directors shall deem necessary.

     .    ELECTION  OF  OFFICERS.   Each  officer designated  in  Section

5.1(a)  hereof  shall  be  elected  by  the Board  of  Directors  on  the

expiration of the term of office of such  officer, as herein provided, or

whenever  a  vacancy  exists  in  such office.   Each  officer  or  agent

designated  in Section 5.1(b) above  may  be  elected  by  the  Board  of

Directors at any meeting.

     .    QUALIFICATIONS.   No  officer or agent need be a stockholder of

the  Corporation or a resident of  Delaware.   No  officer  or  agent  is

required  to be a Director, except the Chairman of the Board.  Any two or

more offices may be held by the same person.

     .    TERM  OF  OFFICE.   Unless  otherwise specified by the Board of

Directors  at  the time of election or appointment,  or  by  the  express

provisions of an  employment  contract approved by the Board, the term of

office of each officer and each  agent  shall  expire  on the date of the

first meeting of the Board of Directors next following the annual meeting

of stockholders each year.  Each such officer or agent, unless elected or

appointed to an additional term, shall serve until the expiration  of the

term of his office or, if earlier, his death, resignation or removal.

     .    AUTHORITY.   Officers and agents shall have such authority  and

perform such duties in the  management of the Corporation as are provided

in these Bylaws or as may be  determined  by  resolution  of the Board of

Directors not inconsistent with these Bylaws.

     .    REMOVAL.   Any  officer  or agent elected or appointed  by  the

Board of Directors may be removed with  or  without cause by the Board of

Directors whenever in its judgment the best interests  of the Corporation

will be served thereby.  Such removal shall be without prejudice  to  the

contract  rights,  if  any,  of  the  person  so  removed.   Election  or

appointment  of  an  officer or agent shall not of itself create contract

rights.

     .    VACANCIES.    Any  vacancy  occurring  in  any  office  of  the

Corporation (by death, resignation, removal or otherwise) shall be filled

by the Board of Directors.

     .    COMPENSATION.   The  compensation of all officers and agents of

the  Corporation  shall be fixed from  time  to  time  by  the  Board  of

Directors.

     .    CHAIRMAN  OF  THE  BOARD.   The  Chairman of the Board shall be

chosen from among the Directors.  The Chairman  of  the  Board shall have

the  power  to  call  special  meetings  of the stockholders and  of  the

Directors  for  any purpose or purposes, and  he  shall  preside  at  all

meetings of the Board  of  Directors, unless he shall be absent or unless

he  shall,  at his election, designate  the  Vice  Chairman,  if  one  is

elected, to preside in his stead.  The Chairman of the Board shall advise

and counsel the  Chief  Executive  Officer  and  other  officers  of  the

Corporation  and  shall  exercise  such powers and perform such duties as

shall be assigned to or required by him from time to time by the Board of

Directors.

     .    VICE CHAIRMAN.  The Vice Chairman,  if  one  is  elected, shall

have the power to call special meetings of the stockholders  and  of  the

Directors  for  any  purpose  or  purposes,  and,  in  the absence of the

Chairman of the Board, the Vice Chairman shall preside at all meetings of

the  Board  of  Directors  unless he shall be absent.  The Vice  Chairman

shall advise and counsel the  other officers of the Corporation and shall

exercise such powers and perform  such  duties as shall be assigned to or

required of him from time to time by the Board of Directors.

     .    CHIEF EXECUTIVE OFFICER.  Subject  to  the  supervision  of the

Board  of  Directors,  the  Chief  Executive  Officer  shall have general

supervision,  management,  direction  and  control  of  the business  and

affairs of the Corporation and shall see that all orders  and resolutions

of  the Board of Directors are carried into effect.  The Chief  Executive

Officer  shall  execute  bonds, mortgages and other contracts requiring a

seal,  under  the  seal of the  Corporation,  except  where  required  or

permitted by law to  be otherwise executed and except where the execution

thereof shall be expressly  delegated  by  the Board of Directors to some

other officer or agent of the Corporation.   The  Chief Executive Officer

shall preside at all meetings of the stockholders and,  in the absence of

the Chairman of the Board and the Vice Chairman, at all meetings  of  the

Board  of  Directors.   The Chief Executive Officer shall be ex officio a

member of the Executive Committee,  if  any,  of  the Board of Directors.

The Chief Executive Officer shall have the general  powers  and duties of

management usually vested in the office of chief executive officer  of  a

corporation  and  shall  perform such other duties and possess such other

authority and powers as the  Board  of  Directors  may  from time to time

prescribe.

     .    EXECUTIVE PRESIDENT.  In the absence or disability of the Chief

Executive  Officer,  the  Executive President shall perform  all  of  the

duties of the Chief Executive  Officer  and when so acting shall have all

the  powers  and  be  subject  to  all the restrictions  upon  the  Chief

Executive Officer, including the power  to  sign  all  instruments and to

take  all  actions  which  the  Chief Executive Officer is authorized  to

perform by the Board of Directors or the Bylaws.  The Executive President

shall have the general powers and  duties usually vested in the office of

president  of  a corporation and shall  perform  such  other  duties  and

possess such other  authority  and  powers  as the Board of Directors may

from time to time prescribe or as the Chief Executive  Officer  may  from

time  to  time  delegate.   In  the event no individual is elected to the

office of Chief Operating Officer, the Executive President shall have the

powers and perform the duties of the Chief Operating Officer.

     .    CHIEF OPERATING OFFICER.   Subject  to  the  supervision of the

Executive  President,  the  Chief Operating Officer, if one  is  elected,

shall have general supervision  of  the  day  to  day  operations  of the

Corporation.  The Chief Operating Officer shall be ex officio a member of

the  Executive  Committee,  if any, of the Board of Directors.  The Chief

Operating Officer shall have  the general powers and duties of management

usually vested in the office of  chief operating officer of a corporation

and shall perform such other duties  and possess such other authority and

powers as the Board of Directors may from time to time prescribe.

     .    PRESIDENT.   In  the absence or  disability  of  the  Executive

President, the President shall perform all of the duties of the Executive

President and when so acting  shall have all the powers and be subject to

all the restrictions upon the Executive President, including the power to

sign  all  instruments  and  to take  all  actions  which  the  Executive

President is authorized to perform  by  the  Board  of  Directors  or the

Bylaws.  The President shall have the general powers and duties vested in

the  office  of President as the Board of Directors may from time to time

prescribe or as  the  Chief  Executive  Officer  may  from  time  to time

delegate.

     .    VICE PRESIDENTS.  The Vice President, or if there shall be more

than  one,  the  Vice Presidents in the order determined by the requisite

vote of the Board  of  Directors,  shall,  in  the  prolonged  absence or

disability  of the President, perform the duties and exercise the  powers

of the President  and shall perform such other duties and have such other

powers as the Board  of  Directors  may from time to time prescribe or as

the Chief Executive Officer may from time to time delegate.  The Board of

Directors may designate one or more Vice  Presidents  as  Executive  Vice

Presidents or Senior Vice Presidents.

     .    SECRETARY.   The  Secretary  shall  attend  all meetings of the

Board  of  Directors  and  all  meetings  of  the  stockholders   of  the

Corporation and record all proceedings of the meetings of the Corporation

and of the Board of Directors in a book to be maintained for that purpose

and  shall perform like duties for the standing committees when required.

The Secretary shall give, or cause to be given, notice of all meetings of

the stockholders  and  special  meetings  of  the Board of Directors, and

shall  perform such other duties as may be prescribed  by  the  Board  of

Directors,  Chairman  of  the  Board,  Chief Executive Officer, Executive

President  or  President.   The  Secretary  shall  have  custody  of  the

corporate  seal of the Corporation, and he, or  an  Assistant  Secretary,

shall have authority to affix the same to any instrument requiring it and

when so affixed,  it may be attested by his signature or by the signature

of such Assistant Secretary.   The  Board  of  Directors may give general

authority to any other officer to affix the seal  of  the Corporation and

to attest the affixing by his signature.

     .    ASSISTANT SECRETARIES.  The Assistant Secretary, or if there be

more than one, the Assistant Secretaries in the order determined  by  the

Board  of Directors, shall in the absence or disability of the Secretary,

perform  the  duties  and  exercise the powers of the Secretary and shall

perform such other duties and  have  such  other  powers  as the Board of

Directors  may  from  time  to  time  prescribe or as the Chief Executive

Officer may from time to time delegate.

     .    TREASURER.  The Treasurer shall  be the chief financial officer

of the Corporation and shall have the custody  of the corporate funds and

securities  and  shall keep full and accurate accounts  of  receipts  and

disbursements in books belonging to the Corporation and shall deposit all

moneys and other valuable  effects  in  the name and to the credit of the

Corporation in such depositories as may be  designated  by  the  Board of

Directors.  The Treasurer shall disburse the funds of the Corporation  as

may be ordered by the Board of Directors, taking proper vouchers for such

disbursements,  and  shall  render  to  the  Chief Executive Officer (and

Chairman of the Board, if one is elected) and  the Board of Directors, at

its  regular  meetings, or when the Board of Directors  so  requires,  an

account of all  his  transactions  as  Treasurer  and  of  the  financial

condition of the Corporation.  If required by the Board of Directors, the

Treasurer  shall  give  the Corporation a bond in such sum and with  such

surety or sureties as shall be satisfactory to the Board of Directors for

the faithful performance  of  the  duties  of  his  office  and  for  the

restoration  to  the  Corporation,  in  case  of  his death, resignation,

retirement or removal from office, of all books, papers, vouchers, money,

and  other  property  of  whatever kind in his possession  or  under  his

control owned by the Corporation.  The Treasurer shall perform such other

duties and have such other authority and powers as the Board of Directors

may from time to time prescribe  or  as  the  Chief Executive Officer may

from time to time delegate.

     .    ASSISTANT TREASURERS.  The Assistant  Treasurer,  or,  if there

shall  be more than one, the Assistant Treasurers in the order determined

by the Board  of  Directors,  shall,  in the absence or disability of the

Treasurer, perform the duties and exercise  the  powers  of the Treasurer

and  shall  perform such other duties and have such other powers  as  the

Board of Directors  may  from  time  to  time  prescribe  or as the Chief

Executive Officer may from time to time delegate.

                             ARTICLE

                          INDEMNIFICATION

     .    MANDATORY INDEMNIFICATION.  Each person who was or  is  made  a

party  or  is  threatened  to be made a party, or who was or is a witness

without being named a party,  to  any  threatened,  pending  or completed

action,   claim,   suit   or   proceeding,   whether   civil,   criminal,

administrative  or  investigative, any appeal in such an action, suit  or

proceeding, and any inquiry  or  investigation that could lead to such an

action, suit or proceeding (a "Proceeding"),  by  reason of the fact that

such individual is or was a Director or officer of  the  Corporation,  or

while  a  Director or officer of the Corporation is or was serving at the

request of  the  Corporation  as  a director, officer, partner, venturer,

proprietor, trustee, employee, agent  or  similar  functionary of another

corporation,   partnership,  trust,  employee  benefit  plan   or   other

enterprise, shall  be  indemnified  and  held harmless by the Corporation

from  and  against  any judgments, penalties  (including  excise  taxes),

fines, amounts paid in  settlement  and  reasonable  expenses  (including

court  costs  and  attorneys'  fees) actually incurred by such person  in

connection with such Proceeding if it is determined that he acted in good

faith and reasonably believed (i)  in the case of conduct in his official

capacity  on  behalf of the Corporation  that  his  conduct  was  in  the

Corporation's best  interests,  (ii) in all other cases, that his conduct

was not opposed to the best interests  of the Corporation, and (iii) with

respect to any Proceeding which is a criminal  action,  that  he  had  no

reasonable  cause to believe his conduct was unlawful; provided, however,

that in the event  a  determination is made that such person is liable to

the Corporation or is found liable on the basis that personal benefit was

improperly received by  such  person,  the  indemnification is limited to

reasonable expenses actually incurred by such  person  in connection with

the  Proceeding  and  shall  not be made in respect of any Proceeding  in

which such person shall have been found liable for willful or intentional

misconduct in the performance  of  his  duty  to  the  Corporation.   The

termination of any Proceeding by judgment, order, settlement, conviction,

or  upon  a  plea  of   nolo  contendere or its equivalent, shall not, of

itself be determinative of whether  the  person did not act in good faith

and in a manner which he reasonably believed  to  be in or not opposed to

the  best  interests  of  the  Corporation,  and,  with  respect  to  any

Proceeding  which is a criminal action, had reasonable cause  to  believe

that his conduct  was  unlawful.   A  person shall be deemed to have been

found liable in respect of any claim, issue  or  matter  only  after  the

person  shall  have been so adjudged by a court of competent jurisdiction

after exhaustion of all appeals therefrom.

     .    DETERMINATION  OF  INDEMNIFICATION.   Any indemnification under

the  foregoing  Section  6.1  (unless  ordered  by a court  of  competent

jurisdiction) shall be made by the Corporation only  upon a determination

that  indemnification  of  such person is proper in the circumstances  by

virtue of the fact that it shall  have  been  determined that such person

has met the applicable standard of conduct.  Such  determination shall be

made (1) by a majority vote of a quorum consisting of  Directors  who  at

the  time  of  the  vote  are  not named defendants or respondents in the

Proceeding; (2) if such quorum cannot  be obtained, by a majority vote of

a committee of the Board of Directors, designated to act in the matter by

a majority of all Directors, consisting  of  two or more Directors who at

the  time  of the vote are not named defendants  or  respondents  in  the

Proceeding;  (3) by special legal counsel (in a written opinion) selected

by the Board of  Directors  or  a committee of the Board by a vote as set

forth in Subsection (1) or (2) of this Section, or, if such quorum cannot

be established, by a majority vote  of  all Directors (in which Directors

who  are  named  defendants  or  respondents  in   the   Proceeding   may

participate);  or  (4)  by  the stockholders of the Corporation in a vote

that excludes the shares held  by  Directors  who are named defendants or

respondents in the Proceeding.

     .    ADVANCE  OF  EXPENSES.   Reasonable expenses,  including  court

costs and attorneys' fees, incurred  by  a person who was or is a witness

or who was or is named as a defendant or respondent  in  a Proceeding, by

reason of the fact that such individual is or was a Director  or  officer

of the Corporation, or while a Director or officer of the Corporation  is

or  was serving at the request of the Corporation as a director, officer,

partner,  venturer,  proprietor,  trustee,  employee,  agent  or  similar

functionary  of another corporation, partnership, trust, employee benefit

plan or other  enterprise, shall be paid by the Corporation at reasonable

intervals in advance  of  the  final  disposition of such Proceeding, and

without the determination set forth in  Section  6.2, upon receipt by the

Corporation of a written affirmation by such person  of  his  good  faith

belief   that   he   has  met  the  standard  of  conduct  necessary  for

indemnification under  this Article 6, and a written undertaking by or on

behalf of such person to  repay  the  amount  paid  or  reimbursed by the

Corporation if it is ultimately determined that he is not  entitled to be

indemnified  by  the Corporation as authorized in this Article  6.   Such

written undertaking  shall  be an unlimited obligation of such person and

it  may  be  accepted without reference  to  financial  ability  to  make

repayment.

     .    PERMISSIVE  INDEMNIFICATION.   The  Board  of  Directors of the

Corporation  may  authorize  the  Corporation  to indemnify employees  or

agents of the Corporation, and to advance the reasonable expenses of such

persons, to the same extent, following the same  determinations  and upon

the  same  conditions  as  are  required  for  the indemnification of and

advancement of expenses to Directors and officers of the Corporation.

     .    NATURE OF INDEMNIFICATION.  The indemnification and advancement

of expenses provided hereunder shall not be deemed exclusive of any other

rights to which those seeking indemnification may  be  entitled under the

Certificate  of  Incorporation,  these  Bylaws,  any agreement,  vote  of

stockholders or disinterested Directors or otherwise,  both as to actions

taken  in  an  official  capacity  and as to actions taken in  any  other

capacity while holding such office, shall continue as to a person who has

ceased to be a Director, officer, employee  or  agent  of the Corporation

and shall inure to the benefit of the heirs, executors and administrators

of such person.

     .    INSURANCE.  The Corporation shall have the power  and authority

to  purchase and maintain insurance or another arrangement on  behalf  of

any person  who  is  or was a Director, officer, employee or agent of the

Corporation, or who is  or  was serving at the request of the Corporation

as a director, officer, partner, venturer, proprietor, trustee, employee,

agent, or similar functionary of another foreign or domestic corporation,

partnership, joint venture, sole  proprietorship, trust, employee benefit

plan or other enterprise, against any  liability,  claim, damage, loss or

risk asserted against such person and incurred by such person in any such

capacity  or  arising  out  of  the  status  of  such  person   as  such,

irrespective of whether the Corporation would have the power to indemnify

and hold such person harmless against such liability under the provisions

hereof.  If the insurance or other arrangement is with a person or entity

that  is  not  regularly  engaged  in the business of providing insurance

coverage, the insurance or arrangement  may  provide  for  payment  of  a

liability  with respect to which the Corporation would not have the power

to indemnify  the  person  only  if including coverage for the additional

liability  has  been approved by the  stockholders  of  the  Corporation.

Without limiting  the power of the Corporation to procure or maintain any

kind of insurance or  other  arrangement,  the  Corporation  may, for the

benefit  of  persons indemnified by the Corporation, (1) create  a  trust

fund; (2) establish  any form of self-insurance; (3) secure its indemnity

obligation by grant of a security interest or other lien on the assets of

the Corporation; or (4) establish a letter of credit, guaranty, or surety

arrangement.   The  insurance  or  other  arrangement  may  be  procured,

maintained, or established  within the Corporation or with any insurer or

other person deemed appropriate  by  the Board of Directors regardless of

whether all or part of the stock or other  securities  of  the insurer or

other  person  are  owned  in whole or part by the Corporation.   In  the

absence of fraud, the judgment  of the Board of Directors as to the terms

and conditions of the insurance or  other arrangement and the identity of

the insurer or other person participating  in  the  arrangement  shall be

conclusive  and  the  insurance or arrangement shall not be voidable  and

shall not subject the Directors approving the insurance or arrangement to

liability,  on  any  ground,   regardless   of   whether   the  Directors

participating  in  the  approval  is  a  beneficiary of the insurance  or

arrangement.

     .    NOTICE.   Any  indemnification or  advance  of  expenses  to  a

present or former Director  or  officer  of the Corporation in accordance

with this Article 6 shall be reported in writing  to  the stockholders of

the Corporation with or before the notice or waiver of notice of the next

stockholders' meeting or with or before the next submission  of a consent

to  action  without  a  meeting and, in any case, within the next  twelve

month period immediately following the indemnification or advance.

                             ARTICLE

            STOCK CERTIFICATES AND TRANSFER REGULATIONS

     .    DESCRIPTION OF  CERTIFICATES.   The shares of the capital stock

of  the  Corporation shall be represented by  certificates  in  the  form

approved by  the  Board  of  Directors  and  signed  in  the  name of the

Corporation  by  the  Chairman  of  the  Board,  Chief Executive Officer,

Executive  President,  Chief  Operating  Officer,  President  or  a  Vice

President and the Secretary or an Assistant Secretary of the Corporation,

and sealed with the seal of the Corporation or a facsimile thereof.  Each

certificate shall state on the face thereof the name  of  the holder, the

number and class of shares, the par value of shares covered  thereby or a

statement that such shares are without par value, and such other  matters

as  are  required  by  law.   At  such  time  as  the  Corporation may be

authorized  to  issue  shares  of more than one class, every  certificate

shall set forth upon the face or  back of such certificate a statement of

the designations, preferences, limitations  and  relative  rights  of the

shares of each class authorized to be issued, as required by the laws  of

the  State  of Delaware, or may state that the Corporation will furnish a

copy of such  statement  without charge to the holder of such certificate

upon receipt of a written request therefor from such holder.

     .    ENTITLEMENT TO CERTIFICATES.  Every holder of the capital stock

in the Corporation shall be  entitled to have a certificate signed in the

name of the Corporation by the  Chairman  of  the  Board, Chief Executive

Officer,  Executive President, Chief Operating Officer,  President  or  a

Vice President  and  the  Secretary  or  an  Assistant  Secretary  of the

Corporation,  certifying  the  class  of  capital stock and the number of

shares represented thereby as owned or held  by  such  stockholder in the

Corporation.

     .    SIGNATURES.  The signatures of the Chairman of the Board, Chief

Executive   Officer,   Executive  President,  Chief  Operating   Officer,

President,  Vice President,  Secretary  or  Assistant  Secretary  upon  a

certificate may  be facsimiles.  In case any officer or officers who have

signed, or whose facsimile  signature or signatures have been placed upon

any  such certificate or certificates,  shall  cease  to  serve  as  such

officer  or  officers  of  the  Corporation,  whether  because  of death,

resignation,   removal   or   otherwise,   before   such  certificate  or

certificates   are   issued  and  delivered  by  the  Corporation,   such

certificate  or  certificates   may   nevertheless   be  adopted  by  the

Corporation and be issued and delivered with the same  effect  as  though

the  person  or  persons  who  signed such certificate or certificates or

whose facsimile signature or signatures  have  been  used thereon had not

ceased to serve as such officer or officers of the Corporation.

     .    ISSUANCE  OF CERTIFICATES.  Certificates evidencing  shares  of

its capital stock (both  treasury  and  authorized  but  unissued) may be

issued  for  such  consideration  (not  less  than par value, except  for

treasury shares which may be issued for such consideration)  and  to such

persons  as  the  Board  of  Directors  may  determine from time to time.

Shares shall not be issued until the full amount  of  the  consideration,

fixed as provided by law, has been paid.

     .    PAYMENT FOR SHARES.  Consideration for the issuance  of  shares

shall be paid, valued and allocated as follows:

          ()   CONSIDERATION.   The  consideration  for  the  issuance of
     shares  shall consist of money paid, labor done (including  services
     actually  performed  for  the Corporation), or property (tangible or
     intangible) actually received.   Neither  promissory  notes  nor the
     promise of future services shall constitute payment of consideration
     for shares.

          ()   VALUATION.   In  the  absence of fraud in the transaction,
     the determination of the Board of  Directors  as  to  the  value  of
     consideration received shall be conclusive.

          ()   EFFECT.  When consideration, fixed as provided by law, has
     been  paid, the shares shall be deemed to have been issued and shall
     be considered fully paid and nonassessable.

          ()   ALLOCATION  OF  CONSIDERATION.  The consideration received
     for  shares  shall  be allocated  by  the  Board  of  Directors,  in
     accordance with law,  between the stated capital and capital surplus
     accounts.


     .    SUBSCRIPTIONS.  Unless  otherwise  provided in the subscription

agreement,  subscriptions  of  shares,  whether  made   before  or  after

organization  of  the  Corporation,  shall  be  paid  in  full  in   such

installments  and  at  such  times as shall be determined by the Board of

Directors.   Any call made by the  Board  of  Directors  for  payment  on

subscriptions  shall  be  uniform  as to all shares of the same class and

series.  In case of default in the payment  of  any  installment  or call

when  payment  is  due, the Corporation may proceed to collect the amount

due in the same manner as any debt due to the Corporation.

     .    RECORD DATE.   For  the  purpose  of  determining  stockholders

entitled to notice of or to vote at any meeting of stockholders,  or  any

adjournment  thereof,  or  entitled  to  receive  a  distribution  by the

Corporation (other than a distribution involving a purchase or redemption

by  the Corporation of any of its own shares) or a share dividend, or  in

order  to  make  a  determination  of  stockholders  for any other proper

purpose,  the  Board  of  Directors may fix a record date  for  any  such

determination of stockholders,  which  record  date shall not precede the

date upon which the resolution fixing the record  date  is adopted by the

Board  of Directors, and which record date shall not be more  than  sixty

(60) days,  and  in  the case of a meeting of stockholders, not less than

ten (10) days prior to  the date on which the particular action requiring

such determination of stockholders  is to be taken.  If no record date is

fixed for the determination of stockholders  entitled  to notice of or to

vote at a meeting of stockholders, or stockholders entitled  to receive a

distribution   (other   than  a  distribution  involving  a  purchase  or

redemption by the Corporation  of  any  of  its  own  shares)  or a share

dividend,  the  date  before  the date on which notice of the meeting  is

mailed or the date on which the  resolution  of  the  Board  of Directors

declaring such distribution or share dividend is adopted, as the case may

be,  shall  be  the  record  date for such determination of stockholders.

When a determination of stockholders  entitled  to vote at any meeting of

stockholders   has   been   made  as  provided  in  this  Section,   such

determination shall be applied to any adjournment thereof.

     .    REGISTERED OWNERS.   Prior  to due presentment for registration

of transfer of a certificate evidencing  shares  of  the capital stock of

the  Corporation  in  the  manner set forth in Section 7.10  hereof,  the

Corporation shall be entitled  to  recognize the person registered as the

owner of such shares on its books (or  the  books  of  its duly appointed

transfer agent, as the case may be) as the person exclusively entitled to

vote,  to  receive notices and dividends with respect to,  and  otherwise

exercise  all  rights  and  powers  relative  to  such  shares;  and  the

Corporation  shall  not  be bound or otherwise obligated to recognize any

claim, direct or indirect,  legal  or  equitable,  to  such shares by any

other  person,  whether  or  not it shall have actual, express  or  other

notice thereof, except as otherwise provided by the laws of Delaware.

     .    LOST, STOLEN OR DESTROYED  CERTIFICATES.  The Corporation shall

issue a new certificate in place of any certificate for shares previously

issued if the registered owner of the certificate satisfies the following

conditions:

          ()   PROOF  OF  LOSS.   Submits   proof   in   affidavit   form
     satisfactory to the Corporation that such certificate has been lost,
     destroyed or wrongfully taken;

          ()   TIMELY   REQUEST.    Requests   the   issuance  of  a  new
     certificate before the Corporation has notice that  the  certificate
     has been acquired by a purchaser for value in good faith and without
     notice of an adverse claim;

          ()   BOND.  Gives a bond in such form, and with such  surety or
     sureties, with fixed or open penalty, as the Corporation may direct,
     to  indemnify the Corporation (and its transfer agent and registrar,
     if any)  against any claim that may be made or otherwise asserted by
     virtue  of   the   alleged  loss,  destruction,  or  theft  of  such
     certificate or certificates; and

          ()   OTHER  REQUIREMENTS.    Satisfies   any  other  reasonable
     requirements imposed by the Corporation.


     In  the event a certificate has been lost, apparently  destroyed  or

wrongfully  taken, and the registered owner of record fails to notify the

Corporation within  a  reasonable  time after he has notice of such loss,

destruction, or wrongful taking, and the Corporation registers a transfer

(in the manner hereinbelow set forth)  of  the  shares represented by the

certificate  before  receiving such notification, such  prior  registered

owner of record shall  be  precluded  from  making  any claim against the

Corporation for the transfer required hereunder or for a new certificate.

     .    REGISTRATION OF TRANSFERS.  Subject to the  provisions  hereof,

the  Corporation  shall register the transfer of a certificate evidencing

shares of its capital stock presented to it for transfer if:

          ()   ENDORSEMENT.   Upon  surrender  of  the certificate to the
     Corporation  (or  its  transfer  agent,  as  the case  may  be)  for
     transfer, the certificate (or an appended stock  power)  is properly
     endorsed  by  the registered owner, or by his duly authorized  legal
     representative  or attorney-in-fact, with proper written evidence of
     the  authority and  appointment  of  such  representative,  if  any,
     accompanying the certificate;

          ()   GUARANTY AND EFFECTIVENESS OF SIGNATURE.  The signature of
     such registered  owner  or  his legal representative or attorney-in-
     fact, as the case may be, has  been guaranteed by a national banking
     association or member of the New York Stock Exchange, and reasonable
     assurance in a form satisfactory  to  the  Corporation is given that
     such endorsements are genuine and effective;

          ()   ADVERSE  CLAIMS.   The Corporation has  no  notice  of  an
     adverse claim or has otherwise  discharged  any duty to inquire into
     such a claim;

          ()   COLLECTION OF TAXES.  Any applicable  law (local, state or
     federal)  relating  to  the  collection  of  taxes relative  to  the
     transaction has been complied with; and

          ()   ADDITIONAL   REQUIREMENTS  SATISFIED.    Such   additional
     conditions and documentation  as  the  Corporation  (or its transfer
     agent,  as  the  case  may  be) shall reasonably require,  including
     without limitation thereto, the  delivery with the surrender of such
     stock certificate or certificates  of proper evidence of succession,
     assignment or other authority to obtain  transfer  thereof,  as  the
     circumstances may require, and such legal opinions with reference to
     the  requested  transfer as shall be required by the Corporation (or
     its transfer agent)  pursuant  to the provisions of these Bylaws and
     applicable law, shall have been satisfied.


     .    RESTRICTIONS ON TRANSFER AND LEGENDS ON CERTIFICATES.

          ()   SHARES  IN  CLASSES  OR SERIES.   If  the  Corporation  is
     authorized to issue shares of more  than  one class, the certificate
     shall set forth, either on the face or back  of  the  certificate, a
     full  or  summary statement of all of the designations, preferences,
     limitations,  and  relative  rights of the shares of each such class
     and, if the Corporation is authorized  to  issue  any  preferred  or
     special  class  in series, the variations in the relative rights and
     preferences of the  shares  of  each  such series so far as the same
     have been fixed and determined, and the  authority  of  the Board of
     Directors  to  fix and determine the relative rights and preferences
     of subsequent series.  In lieu of providing such a statement in full
     on  the certificate,  a  statement  on  the  face  or  back  of  the
     certificate  may  provide  that  the  Corporation  will furnish such
     information  to any stockholder without charge upon written  request
     to the Corporation  at its principal place of business or registered
     office and that copies  of the information are on file in the office
     of the Secretary of State.

          ()   RESTRICTION ON  TRANSFER.  Any restrictions imposed by the
     Corporation on the sale or  other  disposition  of its shares and on
     the transfer thereof must be copied at length or  in summary form on
     the face, or so copied on the back and referred to  on  the face, of
     each  certificate  representing  shares  to  which  the  restriction
     applies.  The certificate may however state on the face or back that
     such a restriction exists pursuant to a specified document  and that
     the Corporation will furnish a copy of the document to the holder of
     the   certificate   without  charge  upon  written  request  to  the
     Corporation at its principal place of business.

          ()   UNREGISTERED SECURITIES.  Any security of the Corporation,
     including, among others,  any  certificate  evidencing shares of the
     capital stock of the Corporation or warrants  to  purchase shares of
     capital  stock  of  the Corporation, which is issued to  any  person
     without registration  under  the Securities Act of 1933, as amended,
     or the Blue Sky laws of any state,  shall  not be transferable until
     the Corporation has been furnished with a legal  opinion  of counsel
     with  reference  thereto,  satisfactory  in form and content to  the
     Corporation and its counsel, to the effect  that such sale, transfer
     or  pledge  does not involve a violation of the  Securities  Act  of
     1933,  as amended,  or  the  Blue  Sky  laws  of  any  state  having
     jurisdiction.   The certificate representing the security shall bear
     substantially the following legend:

          THE SECURITIES  REPRESENTED  BY  THIS CERTIFICATE HAVE NOT
          BEEN  REGISTERED  UNDER THE SECURITIES  ACT  OF  1933,  AS
          AMENDED, OR ANY APPLICABLE  STATE  SECURITIES LAW BUT HAVE
          BEEN  ACQUIRED FOR THE PRIVATE INVESTMENT  OF  THE  HOLDER
          HEREOF  AND  MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL
          EITHER (i) A REGISTRATION  STATEMENT UNDER SUCH SECURITIES
          ACT OR SUCH APPLICABLE STATE  SECURITIES  LAWS  SHALL HAVE
          BECOME   EFFECTIVE   WITH  REGARD  THERETO,  OR  (ii)  THE
          CORPORATION SHALL HAVE  RECEIVED  AN  OPINION  OF  COUNSEL
          ACCEPTABLE   TO  THE  CORPORATION  AND  ITS  COUNSEL  THAT
          REGISTRATION UNDER  SUCH SECURITIES ACT OR SUCH APPLICABLE
          STATE SECURITIES LAWS  IS  NOT REQUIRED IN CONNECTION WITH
          SUCH PROPOSED OFFER, SALE OR TRANSFER.


                             ARTICLE

                        GENERAL PROVISIONS

     .    DIVIDENDS.    Subject  to  the  provisions   of   the   General

Corporation  Law  of  Delaware,   as  amended,  and  the  Certificate  of

Incorporation, dividends of the Corporation  shall  be  declared and paid

pursuant to the following regulations:

          ()   DECLARATION  AND  PAYMENT.   Dividends on the  issued  and
     outstanding  shares  of  capital  stock of the  Corporation  may  be
     declared by the Board of Directors at any regular or special meeting
     and may be paid in cash, in property, or in shares of capital stock.
     Such declaration and payment shall be at the discretion of the Board
     of Directors.

          ()   RECORD DATE.  The Board of  Directors may fix in advance a
     record date for the purpose of determining  stockholders entitled to
     receive payment of any dividend, such record  date  to  be  not more
     than sixty (60) days prior to the payment date of such dividend,  or
     the  Board  of Directors may close the stock transfer books for such
     purpose for a  period  of not more than sixty (60) days prior to the
     payment date of such dividend.   In  the  absence  of  action by the
     Board of Directors, the date upon which the Board of Directors adopt
     the resolution declaring such dividend shall be the record date.

     .    RESERVES.  There may be created by resolution of the  Board  of

Directors  out of the surplus of the Corporation such reserve or reserves

as the Board  of  Directors  from  time to time, in its discretion, think

proper  to  provide for contingencies,  or  to  repair  or  maintain  any

property of the  Corporation,  or for such other purposes as the Board of

Directors shall think beneficial  to  the  Corporation,  and the Board of

Directors may modify or abolish any such reserve in the manner  in  which

it was created.

     .    BOOKS AND RECORDS.  The Corporation shall maintain correct  and

complete  books  and  records  of  account and shall prepare and maintain

minutes of the proceedings of its stockholders,  its  Board  of Directors

and each committee of its Board of Directors.  The Corporation shall keep

at its registered office or principal place of business, or at the office

of  its  transfer  agent  or registrar, a record of original issuance  of

shares issued by the Corporation  and  a record of each transfer of those

shares that have been presented to the Corporation  for  registration  or

transfer.  Such records shall contain the names and addresses of all past

and present stockholders and the number and class of the shares issued by

the Corporation held by each.

     .    ANNUAL  STATEMENT.   The Board of Directors shall present at or

before each annual meeting of stockholders  a full and clear statement of

the  business  and  financial condition of the Corporation,  including  a

reasonably detailed balance  sheet  and  income  statement  under current

date.

     .    CONTRACTS  AND  NEGOTIABLE  INSTRUMENTS.   Except  as otherwise

provided  by  law  or  these  Bylaws,  any  contract  or other instrument

relative to the business of the Corporation may be executed and delivered

in the name of the Corporation and on its behalf by the  Chairman  of the

Board,  Chief  Executive  Officer,  Executive  President, Chief Operating

Officer  or  President of the Corporation.  The Board  of  Directors  may

authorize any other officer or agent of the Corporation to enter into any

contract or execute and deliver any contract in the name and on behalf of

the Corporation,  and  such  authority  may  be  general  or  confined to

specific instances as the Board of Directors may determine by resolution.

All  bills,  notes, checks or other instruments for the payment of  money

shall be signed  or  countersigned  by  such  officer, officers, agent or

agents  and in such manner as are permitted by these  Bylaws  and/or  as,

from time  to  time,  may  be  prescribed  by  resolution of the Board of

Directors.  Unless authorized to do so by these Bylaws or by the Board of

Directors,  no  officer,  agent  or  employee  shall have  any  power  or

authority to bind the Corporation by any contract  or  engagement,  or to

pledge its credit, or to render it liable pecuniarily for any purpose  or

to any amount.

     .    FISCAL  YEAR.   The fiscal year of the Corporation shall end on

the Saturday closest to September 30.

     .    CORPORATE SEAL.   The Corporation seal shall be in such form as

may be determined by the Board  of  Directors.   The  seal may be used by

causing it or a facsimile thereof to be impressed or affixed  or  in  any

manner reproduced.

     .    RESIGNATIONS.   Any  Director,  officer or agent may resign his

office  or  position with the Corporation by  delivering  written  notice

thereof to the  Chairman of the Board, Chief Executive Officer, Executive

President,  Chief   Operating  Officer,  President  or  Secretary.   Such

resignation  shall  be  effective  at  the  time  specified  therein,  or

immediately upon delivery  if  no  time  is  specified.  Unless otherwise

specified  therein,  an acceptance of such resignation  shall  not  be  a

necessary prerequisite of its effectiveness.

     .    AMENDMENT OF  BYLAWS.  These Bylaws may be altered, amended, or

repealed and new Bylaws adopted  at any meeting of the Board of Directors

or stockholders at which a quorum  is present, by the affirmative vote of

a majority of the Directors or stockholders,  as the case may be, present

at such meeting, provided notice of the proposed  alteration,  amendment,

or repeal be contained in the notice of such meeting.

     .    CONSTRUCTION.   Whenever  the  context so requires herein,  the

masculine shall include the feminine and neuter,  and  the singular shall

include the plural, and conversely.  If any portion or provision of these

Bylaws  shall  be  held  invalid  or  inoperative,  then,  so far  as  is

reasonable  and  possible:   (1) the remainder of these Bylaws  shall  be

considered valid and operative,  and  (2)  effect  shall  be given to the

intent   manifested   by  the  portion  or  provision  held  invalid   or

inoperative.

     .    TELEPHONE MEETINGS.   Stockholders, Directors or members of any

committee  may  hold  any  meeting of  such  stockholders,  Directors  or

committee  by means of conference  telephone  or  similar  communications

equipment which  permits all persons participating in the meeting to hear

each other and actions  taken  at such meetings shall have the same force

and effect as if taken at a meeting  at  which  persons  were present and

voting  in  person.   The  Secretary of the Corporation shall  prepare  a

memorandum of the action taken at any such telephonic meeting.

     .    TABLE  OF  CONTENTS;  CAPTIONS.   The  table  of  contents  and

captions used in these  Bylaws  have  been  inserted  for  administrative

convenience  only  and  do  not  constitute  matter  to  be construed  in

interpretation.

     IN DUE CERTIFICATION WHEREOF, the undersigned, being  the  Secretary

of PILGRIM'S PRIDE CORPORATION, confirms the adoption and approval of the

foregoing Bylaws, effective as of the _______ day of December, 1996.


                              ___________________________________
                              CLIFFORD E. BUTLER,
                              Secretary

                     

                       AMENDED AND RESTATED
                         CORPORATE BYLAWS

                                OF

                    PILGRIM'S PRIDE CORPORATION
                     (A DELAWARE CORPORATION)

                     *     *     *     *     *

                         TABLE OF CONTENTS

                       AMENDED AND RESTATED
                        CORPORATE BYLAWS OF
                    PILGRIM'S PRIDE CORPORATION
                     (a Delaware corporation)



SECTION   SUBJECT MATTER                     PAGE


               ARTICLE :  NAME AND OFFICES

 .         Name ................................................1
 .         Registered Office and Agent..........................1
          ()   Registered Office...............................1
          ()   Registered Agent................................1
          ()   Change of Registered Office or Agent............1
 .         Other Offices........................................2


               ARTICLE :  STOCKHOLDERS

 .         Place of Meetings....................................2
 .         Annual Meetings......................................2
 .         Special Meetings.....................................2
 .         Notice ..............................................2
 .         Voting List..........................................3
 .         Quorum 4
 .         Requisite Vote.......................................4
 .         Withdrawal of Quorum.................................5
 .         Voting at Meetings...................................5
          ()   Voting Power....................................5
          ()   Exercise of Voting Power; Proxies...............5
          ()   Election of Directors...........................5
 .         Record Date..........................................6
 .         Action Without Meetings..............................6
 .         Record Date for Action Without Meeting...............7
 .         Preemptive Rights....................................8


               ARTICLE :  DIRECTORS

 .         Management Powers....................................8
 .         Number and Qualification.............................9
 .         Election and Term....................................9
 .         Voting on Directors..................................9
 .         Vacancies and New Directorships......................9
 .         Removal 10
 .         Meetings 10
          ()   Place...........................................10
          ()   Annual Meeting..................................11
          ()   Regular Meetings................................11
          ()   Special Meetings................................11
          ()   Notice and Waiver of Notice.....................11
          ()   Quorum..........................................11
          ()   Requisite Vote..................................11
 .         Action Without Meetings..............................12
 .         Committees...........................................12
          ()   Designation and Appointment.....................12
          ()   Members; Alternate Members; Term................12
          ()   Authority.......................................12
          ()   Records.........................................12
          ()   Change in Number................................12
          ()   Vacancies.......................................13
          ()   Removal.........................................13
          ()   Meetings........................................13
          ()   Quorum; Requisite Vote..........................13
          ()   Compensation....................................13
          ()   Action Without Meetings.........................13
          ()   Responsibility..................................13
 .         Compensation.........................................13
 .         Maintenance of Records...............................14
 .         Interested Directors and Officers....................14

               ARTICLE :  NOTICES

 .         Method of Notice.....................................15
 .         Waiver 15


               ARTICLE :  OFFICERS AND AGENTS

 .         Designation..........................................16
 .         Election of Officers.................................16
 .         Qualifications.......................................16
 .         Term of Office.......................................16
 .         Authority 17
 .         Removal 17
 .         Vacancies 17
 .         Compensation.........................................17
 .         Chairman of the Board................................17
 .         Vice Chairman........................................18
 .         Chief Executive Officer..............................18
 .         Executive President..................................19
 .         Chief Operating Officer..............................19
 .         President 19
 .         Vice Presidents......................................20
 .         Secretary 20
 .         Assistant Secretaries................................21
 .         Treasurer 21
 .         Assistant Treasurers.................................22


               ARTICLE :  INDEMNIFICATION

 .         Mandatory Indemnification............................22
 .         Determination of Indemnification.....................23
 .         Advance of Expenses..................................24
 .         Permissive Indemnification...........................25
 .         Nature of Indemnification............................25
 .         Insurance 25
 .         Notice 27


               ARTICLE :  STOCK CERTIFICATES AND
                           TRANSFER REGULATIONS

 .         Description of Certificates..........................27
 .         Entitlement to Certificates..........................28
 .         Signatures...........................................28
 .         Issuance of Certificates.............................28
 .         Payment for Shares...................................29
          ()   Consideration...................................29
          ()   Valuation.......................................29
          ()   Effect..........................................29
          ()   Allocation of Consideration.....................29
 .         Subscriptions........................................29
 .         Record Date..........................................29
 .         Registered Owners....................................30
 .         Lost, Stolen or Destroyed Certificates...............31
          ()   Proof of Loss...................................31
          ()   Timely Request..................................31
          ()   Bond............................................31
          ()   Other Requirements..............................31
 .         Registration of Transfers............................31
          ()   Endorsement.....................................31
          ()   Guaranty and Effectiveness of Signature.........32
          ()   Adverse Claim...................................32
          ()   Collection of Taxes.............................32
          ()   Additional Requirements Satisfied...............32
 .         Restrictions on Transfers and Legends
          on Certificates......................................32
          ()   Shares in Classes or Series.....................32
          ()   Restriction on Transfer.........................32
          ()   Unregistered Securities.........................33


               ARTICLE :  GENERAL PROVISIONS

 .         Dividends 33
          ()   Declaration and Payment.........................34
          ()   Record Date.....................................34
 .         Reserves 34
 .         Books and Records....................................34
 .         Annual Statement.....................................35
 .         Contracts and Negotiable Instruments.................35
 .         Fiscal Year..........................................35
 .         Corporate Seal.......................................36
 .         Resignations.........................................36
 .         Amendment of Bylaws..................................36
 .         Construction.........................................36
 .         Telephone Meetings...................................36
 .         Table of Contents; Captions..........................37

                       AMENDED AND RESTATED
                         CORPORATE BYLAWS

                                OF

                    PILGRIM'S PRIDE CORPORATION
                     (a Delaware Corporation)



                             ARTICLE

                         NAME AND OFFICES

     .    NAME.    The   name  of  the  Corporation  is  PILGRIM'S  PRIDE

CORPORATION, hereinafter referred to as the "Corporation."

     .    REGISTERED OFFICE  AND AGENT.  The Corporation shall establish,

designate and continuously maintain  a registered office and agent in the

State of Delaware, subject to the following provisions:

          ()   REGISTERED OFFICE.  The  Corporation  shall  establish and
     continuously  maintain in the State of Delaware a registered  office
     which may be, but need not be, the same as its place of business.

          ()   REGISTERED  AGENT.   The  Corporation  shall designate and
     continuously  maintain in the State of Delaware a registered  agent,
     which agent may  be  either  an  individual resident of the State of
     Delaware whose business office is  identical  with  such  registered
     office,   or   a  domestic  corporation  or  a  foreign  corporation
     authorized to transact  business  in the State of Delaware, having a
     business office identical with such registered office.

          ()   CHANGE OF REGISTERED OFFICE OR AGENT.  The Corporation may
     change  its registered office or change  its  registered  agent,  or
     both, upon  the  filing  in  the Office of the Secretary of State of
     Delaware of a statement setting forth the facts required by law, and
     executed for the Corporation by  its Executive President, President,
     a Vice President or other duly authorized officer.


     .    OTHER OFFICES.  The Corporation  may  also have offices at such

other places within and without the State of Delaware  as  the  Board  of

Directors  may,  from  time  to  time,  determine  the  business  of  the

Corporation may require.

                             ARTICLE

                           STOCKHOLDERS

     .    PLACE  OF  MEETINGS.   Each  meeting of the stockholders of the

Corporation is to be held at the principal  offices of the Corporation or

at such other place, either within or without  the  State of Delaware, as

may  be  specified  in  the notice of the meeting or in a  duly  executed

waiver of notice thereof.

     .    ANNUAL MEETINGS.   The  annual  meeting of the stockholders for

the election of Directors and for the transaction  of such other business

as may properly come before the meeting shall be held  within one hundred

twenty (120) days after the close of the fiscal year of  the  Corporation

on  a  day  during  such period to be selected by the Board of Directors;

provided, however, that the failure to hold the annual meeting within the

designated period of  time  or  on  the  designated date shall not work a

forfeiture or dissolution of the Corporation.

     .    SPECIAL MEETINGS.  Special meetings  of  the  stockholders, for

any  purpose  or  purposes,  may  be  called  by  the Board of Directors,

Chairman  of the Board, Chief Executive Officer, Executive  President  or

President.   The  notice  of a special meeting shall state the purpose or

purposes of the proposed meeting and the business to be transacted at any

such  special  meeting of stockholders,  and  shall  be  limited  to  the

purposes stated in the notice therefor.

     .    NOTICE.   Written  or printed notice of the meeting stating the

place, day and hour of the meeting, and in the case of a special meeting,

the  purpose  or purposes for which  the  meeting  is  called,  shall  be

delivered not less than ten (10) nor more than sixty (60) days before the

date of the meeting, either personally or by mail, by or at the direction

of  the Board of  Directors,  Chairman  of  the  Board,  Chief  Executive

Officer,   Executive   President,   President,   or  Secretary,  to  each

stockholder of record entitled to vote at such meeting  as  determined in

accordance  with the provisions of Section 2.10 hereof.  If mailed,  such

notice shall  be  deemed  to  be  delivered  when deposited in the United

States Mail, with postage thereon prepaid, addressed  to  the stockholder

entitled thereto at his address as it appears on the stock transfer books

of the Corporation.

     .    VOTING LIST.  The officer or agent having charge and custody of

the stock transfer books of the Corporation, shall prepare,  at least ten

(10)  days  before each meeting of stockholders, a complete list  of  the

stockholders  entitled  to vote at such meeting, arranged in alphabetical

order and showing the address  of  each  stockholder  and  the  number of

shares   having   voting  privileges  registered  in  the  name  of  each

stockholder.   Such  list  shall  be  open  to  the  examination  of  any

stockholder, for  any  purpose  germane  to  the meeting, during ordinary

business hours for a period of not less than ten  (10) days prior to such

meeting either at the principal office of the Corporation  or  at a place

within  the  city  where the meeting is to be held, which place shall  be

specified in the notice  of  the meeting, or, if not so specified, at the

place where the meeting is to  be held.  Such list shall also be produced

and kept open at the time and place  of  the meeting and shall be subject

to  the  inspection of any stockholder during  the  entire  time  of  the

meeting.   The  original  stock  ledger  or transfer book, or a duplicate

thereof, shall be prima facie evidence as to identity of the stockholders

entitled to examine such list or stock ledger  or  transfer  book  and to

vote at any such meeting of the stockholders.  The failure to comply with

the  requirements  of  this  Section shall not affect the validity of any

action taken at said meeting.

     .    QUORUM.  The holders of a majority of the shares of the capital

stock issued and outstanding and entitled to vote thereat, represented in

person or by proxy, shall be requisite  and  shall constitute a quorum at

all meetings of the stockholders for the transaction  of  business except

as  otherwise  provided  by statute, the Certificate of Incorporation  or

these  Bylaws.   If,  however,  such  quorum  shall  not  be  present  or

represented at any such  meeting  of  the  stockholders, the stockholders

entitled to vote thereat, present in person,  or  represented  by  proxy,

shall  have  the power to adjourn the meeting, from time to time, without

notice other than  announcement  at  the meeting, until a quorum shall be

present or represented.  At such reconvened  meeting  at  which  a quorum

shall  be  present  or  represented, any business may be transacted which

might have been transacted at the meeting as originally notified.  If the

adjournment  is  for  more  than  thirty  (30)  days,  or  if  after  the

adjournment a new record date  is  fixed  for  the  reconvened meeting, a

notice  of  said meeting shall be given to each stockholder  entitled  to

vote at said meeting.

     .    REQUISITE  VOTE.   If  a  quorum is present at any meeting, the

vote of the holders of a majority of  the  outstanding  shares of capital

stock  having  voting power, present in person or represented  by  proxy,

shall determine  any  question  brought  before  such meeting, unless the

question is one upon which, by express provision of  the  Certificate  of

Incorporation  or of these Bylaws, a different vote shall be required, in

which  case  such   express   provision  shall  govern  and  control  the

determination of such question.

     .    WITHDRAWAL OF QUORUM.   If  a  quorum is present at the time of

commencement  of  any  meeting, the stockholders  present  at  such  duly

convened meeting may continue to transact any business which may properly

come before said meeting  until  adjournment thereof, notwithstanding the

withdrawal  from such meeting of sufficient  holders  of  the  shares  of

capital stock  entitled  to  vote  thereat  to  leave  less than a quorum

remaining.

     .    VOTING AT MEETING.  Voting at meetings of stockholders shall be

conducted   and  exercised  subject  to  the  following  procedures   and

regulations:

          ()   VOTING  POWER.   In  the  exercise  of  voting  power with
     respect  to each matter properly submitted to a vote at any  meeting
     of stockholders, each holder of the capital stock of the Corporation
     having voting  power shall be entitled to one (1) vote for each such
     share held in his  name  on  the books of the Corporation, except to
     the extent otherwise specified  by  the Certificate of Incorporation
     or Certificate of Designations pertaining  to  a series of preferred
     stock.

          ()   EXERCISE  OF  VOTING  POWER;  PROXIES.   Each  stockholder
     entitled to vote at a meeting or to express consent  or  dissent  to
     corporate  action  in  writing  without a meeting may vote either in
     person or authorize another person  or  persons  to  act  for him by
     proxy  duly  appointed  by instrument in writing subscribed by  such
     stockholder or by his duly  authorized  attorney-in-fact;  provided,
     however, no such appointment of proxy shall be valid, voted or acted
     upon  after  the  expiration  of  three  (3)  years from the date of
     execution   of  such  written  instrument  of  appointment,   unless
     otherwise  stated  therein.   A  proxy  shall  be  revocable  unless
     expressly designated  therein  as  irrevocable  and  coupled with an
     interest.  Proxies coupled with an interest include the  appointment
     as proxy of:  (a) a pledgee; (b) a person who purchased or agreed to
     purchase  or  owns or holds an option to purchase the shares  voted;
     (c) a creditor  of  the  Corporation  who  extended its credit under
     terms requiring the appointment; (d) an employee  of the Corporation
     whose employment contract requires the appointment;  or  (e) a party
     to  a  voting  agreement  created  under  Section 218 of the General
     Corporation Law of Delaware, as amended.  Each  proxy shall be filed
     with the Secretary of the Corporation prior to or at the time of the
     meeting.  Any vote may be taken by voice vote or  by  show  of hands
     unless  someone  entitled  to  vote at the meeting objects, in which
     case written ballots shall be used.

          ()   ELECTION OF DIRECTORS.   In  all  elections  of  Directors
     cumulative voting shall be prohibited.


     .    RECORD  DATE.   As  more  specifically  provided in Article  7,

Section 7.7 hereof, the Board of Directors may fix  in  advance  a record

date for the purpose of determining stockholders entitled to notice of or

to vote at a meeting of stockholders, which record date shall not precede

the  date upon which the resolution fixing the record date is adopted  by

the Board  of Directors, and which record date shall not be less than ten

(10) nor more than sixty (60) days prior to such meeting.  In the absence

of any action  by  the  Board  of  Directors  fixing the record date, the

record date for determining stockholders entitled to notice of or to vote

at a meeting of stockholders shall be at the close of business on the day

before the day on which notice of the meeting is  given, or, if notice is

waived, at the close of business on the day before the meeting is held.

     .    ACTION WITHOUT MEETINGS.  Any action permitted  or  required to

be taken at a meeting of the stockholders of the Corporation may be taken

without a meeting, without prior notice, and without a vote, if a consent

or  consents  in  writing,  setting  forth the action so taken, shall  be

signed by the holder or holders of the  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,  and such written consent shall have the

same force and effect as the requisite  vote of the stockholders thereon.

Any such executed written consent, or an  executed  counterpart  thereof,

shall  be  placed  in  the minute book of the Corporation.  Every written

consent shall bear the date  of  signature  of each stockholder who signs

the consent.  No written consent shall be effective  to  take  the action

that  is the subject of the consent unless, within sixty (60) days  after

the date  of  the  earliest dated consent delivered to the Corporation in

the manner required  under  Section  2.12  hereof,  a consent or consents

signed  by  the holders of the minimum number of shares  of  the  capital

stock issued  and  outstanding  and  entitled  to vote on and approve the

action  that  is  the  subject  of  the  consent  are  delivered  to  the

Corporation.  Prompt notice of the taking of any action  by  stockholders

without a meeting by less than unanimous written consent shall  be  given

to those stockholders who did not consent in writing to the action.

     .    RECORD  DATE FOR ACTION WITHOUT MEETINGS.  Unless a record date

shall have previously  been fixed or determined by the Board of Directors

as provided in Section 2.10  hereof,  whenever  action by stockholders is

proposed  to  be  taken  by  consent  in  writing without  a  meeting  of

stockholders,  the  Board of Directors may fix  a  record  date  for  the

purpose of determining  stockholders  entitled to consent to that action,

which record date shall not precede, and  shall not be more than ten (10)

days after, the date upon which the resolution  fixing the record date is

adopted by the Board of Directors.  If no record  date  has been fixed by

the Board of Directors and the prior action of the Board  of Directors is

not required by statute or the Certificate of Incorporation,  the  record

date for determining stockholders entitled to consent to corporate action

in  writing  without  a meeting shall be the first date on which a signed

written consent setting forth the action taken or proposed to be taken is

delivered to the Corporation  by  delivery  to its registered office, its

principal place of business, or an officer or  agent  of  the Corporation

having  custody  of  the  books  in  which  proceedings  of  meetings  of

stockholders are recorded.  Delivery shall be by hand or by certified  or

registered mail, return receipt requested.  Delivery to the Corporation's

principal place of business shall be addressed to the Executive President

or  principal  executive  officer  of the Corporation.  If no record date

shall have been fixed by the Board of  Directors  and prior action of the

Board  of  Directors  is  required  by  statute,  the  record   date  for

determining  stockholders  entitled  to  consent  to corporate action  in

writing without a meeting shall be at the close of business on the day on

which  the  Board  of  Directors  adopts a resolution taking  such  prior

action.

     .    PREEMPTIVE RIGHTS.  No holder of shares of capital stock of the

Corporation  shall,  as  such holder,  have  any  right  to  purchase  or

subscribe for any capital  stock  of  any class which the Corporation may

issue or sell, whether or not exchangeable  for  any capital stock of the

Corporation  of  any  class or classes, whether issued  out  of  unissued

shares authorized by the Certificate of Incorporation, as amended, or out

of shares of capital stock  of  the  Corporation acquired by it after the

issue thereof; nor shall any holder of  shares  of  capital  stock of the

Corporation,  as  such  holder,  have  any right to purchase, acquire  or

subscribe  for any securities which the Corporation  may  issue  or  sell

whether or not  convertible  into  or  exchangeable for shares of capital

stock of the Corporation of any class or  classes, and whether or not any

such securities have attached or appurtenant thereto warrants, options or

other instruments which entitle the holders  thereof to purchase, acquire

or subscribe for shares of capital stock of any class or classes.

                             ARTICLE

                             DIRECTORS

     .    MANAGEMENT  POWERS.   The powers of the  Corporation  shall  be

exercised by or under the authority  of,  and the business and affairs of

the Corporation shall be managed under the  direction  of,  its  Board of

Directors  which  may exercise all such powers of the Corporation and  do

all such lawful acts and things as are not by statute, the Certificate of

Incorporation or these  Bylaws  directed  or  required to be exercised or

done by the stockholders.

     .    NUMBER AND QUALIFICATION.  The Board of Directors shall consist

of not less than one (1) member.  The number of Directors shall initially

be fixed by the incorporator and thereafter from  time  to  time  by  the

Board  of  Directors.   Directors  need  not be residents of the State of

Delaware  nor  stockholders  of  the Corporation.   Each  Director  shall

qualify as a Director following election  as  such  by agreeing to act or

acting in such capacity.  The number of Directors shall be fixed, and may

be increased or decreased, from time to time by resolution  of  the Board

of  Directors without the necessity of a written amendment to the  Bylaws

of the  Corporation; provided, however, no decrease shall have the effect

of shortening the term of any incumbent Director.

     .    ELECTION  AND  TERM.   Members  of the Board of Directors shall

hold  office  until  the  annual  meeting  of  the  stockholders  of  the

Corporation  and  until  their  successors shall have  been  elected  and

qualified.   At  the annual meeting  of  stockholders,  the  stockholders

entitled to vote in  an  election  of  Directors shall elect Directors to

hold office until the next succeeding annual meeting of the stockholders.

Each Director shall hold office for the term for which he is elected, and

until his successor shall be elected and  qualified  or  until his death,

resignation or removal, if earlier.

     .    VOTING ON DIRECTORS.  Directors shall be elected by the vote of

the holders of a plurality of the shares entitled to vote in the election

of  Directors  and  represented  in  person  or by proxy at a meeting  of

stockholders  at  which a quorum is present.  Cumulative  voting  in  the

election of Directors is expressly prohibited.

     .    VACANCIES  AND  NEW DIRECTORSHIPS.  Vacancies and newly created

directorships resulting from  any  increase  in  the authorized number of

Directors elected by all the stockholders having the  right  to vote as a

single class may be filled by the affirmative vote of a majority  of  the

Directors  then  in  office,  although  less  than a quorum, or by a sole

remaining Director, or by the requisite vote of  the  stockholders  at an

annual  meeting  of  the  stockholders  or  at  a  special meeting of the

stockholders called for that purpose, and the Directors  so elected shall

hold  office  until their successors are elected and qualified.   If  the

holders of any  class  or  classes  of  stock  or  series of stock of the

Corporation  are  entitled  to  elect  one  or  more  Directors   by  the

Certificate of Incorporation or Certificate of Designations applicable to

such  class or series, vacancies and newly created directorships of  such

class or  classes  or series may be filled by a majority of the Directors

elected by such class  or classes or series thereof then in office, or by

a sole remaining Director  so elected, and the Directors so elected shall

hold office until the next election of the class for which such Directors

shall have been chosen, and  until  their successors shall be elected and

qualified.  For purposes of these Bylaws, a "vacancy" shall be defined as

an unfilled directorship arising by virtue  of  the death, resignation or

removal of a Director theretofore duly elected to  serve in such capacity

in accordance with the relevant provisions of these Bylaws.

     .    REMOVAL.   Any Director may be removed either  for  or  without

cause at any duly convened  special or annual meeting of stockholders, by

the  affirmative  vote  of  a  majority   in  number  of  shares  of  the

stockholders present in person or by proxy at any meeting and entitled to

vote for the election of such Director, provided  notice  of intention to

act  upon  such  matter shall have been given in the notice calling  such

meeting.

     .    MEETINGS.  The meetings of the Board of Directors shall be held

and conducted subject to the following regulations:

          ()   PLACE.    Meetings  of  the  Board  of  Directors  of  the
     Corporation, annual,  regular  or  special,  are  to  be held at the
     principal  office or place of business of the Corporation,  or  such
     other place,  either within or without the State of Delaware, as may
     be specified in  the  respective  notices,  or  waivers  of  notice,
     thereof.

          ()   ANNUAL  MEETING.   The  Board of Directors shall meet each
     year immediately after the annual meeting  of  the  stockholders, at
     the  place  where  such  meeting of the stockholders has  been  held
     (either within or without the State of Delaware), for the purpose of
     organization, election of  officers,  and consideration of any other
     business that may properly be brought before the meeting.  No notice
     of any kind to either old or new members  of  the Board of Directors
     for such annual meeting shall be required.

          ()   REGULAR  MEETINGS.   Regular  meetings  of  the  Board  of
     Directors may be held without notice at such time and  at such place
     or places as shall from time to time be determined and designated by
     the Board.

          ()   SPECIAL  MEETINGS.   Special  meetings  of  the  Board  of
     Directors  may  be  called  by  the  Chairman  of  the  Board, Chief
     Executive   Officer,   Executive   President  or  President  of  the
     Corporation  on  notice  of two (2) days  to  each  Director  either
     personally  or  by  mail  or  by   telegram,   telex   or  facsimile
     transmission  and  delivery.   Special  meetings  of  the  Board  of
     Directors  shall  be  called by the Chairman of the Board, Executive
     President or Secretary  in  like  manner  and  on like notice on the
     written request of two (2) Directors.

          ()   NOTICE AND WAIVER OF NOTICE.  Attendance  of a Director at
     any  meeting  shall  constitute a waiver of notice of such  meeting,
     except where a Director attends for the express purpose of objecting
     to the transaction of  any  business  because  the  meeting  is  not
     lawfully  called or convened.  Neither the business to be transacted
     at, nor the  purpose  of,  any  regular  meeting  of  the  Board  of
     Directors  need  be  specified  in the notice or waiver of notice of
     such meeting.

          ()   QUORUM.  At all meetings  of  the  Board  of  Directors, a
     majority  of  the number of Directors shall constitute a quorum  for
     the transaction  of business, unless a greater number is required by
     law or by the Certificate  of  Incorporation.  If a quorum shall not
     be  present  at  any  meeting of Directors,  the  Directors  present
     thereat may adjourn the  meeting,  from time to time, without notice
     other than announcement at the meeting,  until  a  quorum  shall  be
     present.

          ()   REQUISITE  VOTE.   The  act of a majority of the Directors
     present at any meeting at which a quorum is present shall be the act
     of the Board of Directors unless the  act  of  a  greater  number is
     required  by  statute,  the  Certificate  of  Incorporation or these
     Bylaws.

     .    ACTION WITHOUT MEETINGS.  Unless otherwise  restricted  by  the

Certificate  of  Incorporation  or  these  Bylaws, any action required or

permitted by law to be taken at any meeting of the Board of Directors, or

any committee thereof, may be taken without  a  meeting, if prior to such

action a written consent thereto is signed by all members of the Board or

of such committee, as the case may be, and such written  consent is filed

in the minutes or proceedings of the Board of Directors or committee.

     .    COMMITTEES.  Committees designated and appointed  by  the Board

of  Directors  shall  function  subject  to  and  in  accordance with the

following regulations and procedures:

          ()   DESIGNATION AND APPOINTMENT.  The Board  of Directors may,
     by  resolution adopted by a majority of the entire Board,  designate
     and appoint  one or more committees under such name or names and for
     such purpose or function as may be deemed appropriate.

          ()   MEMBERS;  ALTERNATE  MEMBERS;  TERMS.  Each committee thus
     designated  and  appointed  shall consist of  one  or  more  of  the
     Directors of the Corporation,  one  of  whom,  in  the  case  of the
     Executive  Committee,  shall  be  the Chief Executive Officer of the
     Company.  The Board of Directors may  designate  one  or more of its
     members as alternate members of any committee, who may,  subject  to
     any  limitations  imposed  by  the  entire  Board, replace absent or
     disqualified members at any meeting of that committee.   The members
     or  alternate  members  of  any  such  committee shall serve at  the
     pleasure of and subject to the discretion of the Board of Directors.

          ()   AUTHORITY.  Each committee, to  the extent provided in the
     resolution of the Board creating same, shall  have  and may exercise
     such  of the powers and authority of the Board of Directors  in  the
     management  of  the  business  and affairs of the Corporation as the
     Board of Directors may direct and  delegate,  except, however, those
     matters which are required by statute to be reserved  unto  or acted
     upon by the entire Board of Directors.

          ()   RECORDS.   Each  such  committee  shall  keep and maintain
     regular records or minutes of its meetings and report  the  same  to
     the Board of Directors when required.

          ()   CHANGE  IN  NUMBER.   The  number  of members or alternate
     members  of any committee appointed by the Board  of  Directors,  as
     herein provided,  may  be increased or decreased (but not below two)
     from time to time by appropriate resolution adopted by a majority of
     the entire Board of Directors.

          ()   VACANCIES.  Vacancies  in  the membership of any committee
     designated and appointed hereunder shall  be  filled by the Board of
     Directors,  at  a  regular  or  special  meeting  of  the  Board  of
     Directors,  in  a  manner  consistent  with  the provisions of  this
     Section 3.9.

          ()   REMOVAL.  Any member or alternate member  of any committee
     appointed hereunder may be removed by the Board of Directors  by the
     affirmative vote of a majority of the entire Board, whenever in  its
     judgment  the  best  interests  of  the  Corporation  will be served
     thereby.

          ()   MEETINGS.   The  time,  place  and  notice  (if  any)   of
     committee  meetings  shall  be  determined  by  the  members of such
     committee.

          ()   QUORUM;  REQUISITE  VOTE.   At  meetings of any  committee
     appointed hereunder, a majority of the number  of members designated
     by  the  Board  of  Directors  shall  constitute  a quorum  for  the
     transaction of business.  The act of a majority of  the  members and
     alternate members of the committee present at any meeting at which a
     quorum  is  present  shall  be the act of such committee, except  as
     otherwise  specifically provided  by  statute,  the  Certificate  of
     Incorporation  or  these  Bylaws.   If  a quorum is not present at a
     meeting of such committee, the members of such committee present may
     adjourn the meeting from time to time, without  notice other than an
     announcement at the meeting, until a quorum is present.

          ()   COMPENSATION.  Appropriate compensation  for  members  and
     alternate  members  of  any  committee  appointed  pursuant  to  the
     authority  hereof  may  be authorized by the action of a majority of
     the entire Board of Directors  pursuant to the provisions of Section
     3.10 hereof.

          ()   ACTION WITHOUT MEETINGS.  Any action required or permitted
     to be taken at a meeting of any  committee  may  be  taken without a
     meeting if a consent in writing, setting forth the action  so taken,
     is signed by all members of such committee.  Such consent shall have
     the  same  force  and effect as a unanimous vote at a meeting.   The
     signed consent, or  a signed copy, shall become a part of the record
     of such committee.

          ()   RESPONSIBILITY.   Notwithstanding  any  provision  to  the
     contrary  herein, the designation and appointment of a committee and
     the delegation  of  authority to it shall not operate to relieve the
     Board of Directors, or  any  member  thereof,  of any responsibility
     imposed upon it or him by law.


     .    COMPENSATION.   By  appropriate  resolution  of  the  Board  of

Directors,  the Directors may be reimbursed their expenses,  if  any,  of

attendance at  each  meeting  of the Board of Directors and may be paid a

fixed sum (as determined from time  to  time by the vote of a majority of

the Directors then in office) for attendance at each meeting of the Board

of Directors or a stated salary as Director,  or  both.   No such payment

shall  preclude  any  Director  from  serving the Corporation in  another

capacity  and receiving compensation therefor.   Members  of  special  or

standing committees  may,  by  appropriate  resolution  of  the  Board of

Directors,  be allowed similar reimbursement of expenses and compensation

for attending committee meetings.

     .    MAINTENANCE  OF  RECORDS.  The Directors may keep the books and

records of the Corporation, except such as are required by law to be kept

within the State, outside the  State  of  Delaware  or  at  such place or

places as they may, from time to time, determine.

     .    INTERESTED  DIRECTORS  AND  OFFICERS.   No  contract  or  other

transaction  between the Corporation and one or more of its Directors  or

officers, or between the Corporation and any firm of which one or more of

its Directors  or officers are members or employees, or in which they are

interested, or between the Corporation and any corporation or association

of which one or  more  of  its  Directors  or  officers are stockholders,

members,  directors,  officers,  or  employees,  or  in  which  they  are

interested, shall be void or voidable solely for this  reason,  or solely

because  of  the  presence  of  such Director or Directors or officer  or

officers at the meeting of the Board  of  Directors  of  the Corporation,

which  acts  upon, or in reference to, such contract, or transaction,  if

(a)  the material  facts  of  such  relationship  or  interest  shall  be

disclosed  or  known to the Board of Directors and the Board of Directors

shall, nevertheless  in  good  faith,  authorize, approve and ratify such

contract or transaction by a vote of a majority of the Directors present,

such  interested  Director  or Directors to  be  counted  in  determining

whether a quorum is present,  but  not  to  be counted in calculating the

majority of such quorum necessary to carry such  vote;  (b)  the material

facts  of such relationship or interest as to the contract or transaction

are disclosed  or are known to the stockholders entitled to vote thereon,

and the contract or transaction is specifically approved in good faith by

the vote of the  stockholders; or (c) the contract or transaction is fair

to the Corporation  as of the time it is authorized, approved or ratified

by the Board of Directors,  a committee thereof or the stockholders.  The

provisions of this Section shall  not  be  construed  to  invalidate  any

contract  or  other  transaction which would otherwise be valid under the

common and statutory law applicable thereto.

                             ARTICLE

                              NOTICES

     .    METHOD OF NOTICE.  Whenever under the provisions of the General

Corporation Law of Delaware  or of the Certificate of Incorporation or of

these  Bylaws,  notice  is required  to  be  given  to  any  Director  or

stockholder, it shall not  be construed to mean personal notice, but such

notice may be given in writing  and  delivered  personally,  through  the

United  States  mail,  by  a recognized delivery service (such as Federal

Express)  or  by  means of telegram,  telex  or  facsimile  transmission,

addressed to such Director  or  stockholder,  at  his address or telex or

facsimile transmission number, as the case may be,  as  it appears on the

records of the Corporation, with postage and fees thereon  prepaid.  Such

notice  shall  be deemed to be given at the time when the same  shall  be

deposited in the  United  States Mail or with an express delivery service

or when transmitted by telex  or  facsimile  transmission  or  personally

delivered, as the case may be.

     .    WAIVER.   Whenever any notice whatever is required to be  given

under the provisions  of the General Corporation Law of Delaware or under

the provisions of the Certificate  of  Incorporation  or  these Bylaws, a

waiver  thereof  in  writing signed by the person or persons entitled  to

such notice, whether before  or  after  the time stated therein, shall be

deemed  equivalent  to  the giving of such notice.   Attendance  by  such

person  or persons, whether  in  person  or  by  proxy,  at  any  meeting

requiring  notice  shall  constitute  a waiver of notice of such meeting,

except where such person attends the meeting  for  the express purpose of

objecting to the transaction of any business because  the  meeting is not

lawfully called or convened.

                             ARTICLE

                        OFFICERS AND AGENTS

     .    DESIGNATION.  The officers of the Corporation shall  be  chosen

by the Board of Directors and shall consist of the offices of:

          ()   Chairman  of the Board, Chief Executive Officer, Executive
     President, President, Vice President, Treasurer and Secretary; and

          ()   Such other  offices  and  officers  (including one or more
     additional Vice Presidents) and assistant officers and agents as the
     Board of Directors shall deem necessary.

     .    ELECTION  OF  OFFICERS.   Each  officer designated  in  Section

5.1(a)  hereof  shall  be  elected  by  the Board  of  Directors  on  the

expiration of the term of office of such  officer, as herein provided, or

whenever  a  vacancy  exists  in  such office.   Each  officer  or  agent

designated  in Section 5.1(b) above  may  be  elected  by  the  Board  of

Directors at any meeting.

     .    QUALIFICATIONS.   No  officer or agent need be a stockholder of

the  Corporation or a resident of  Delaware.   No  officer  or  agent  is

required  to be a Director, except the Chairman of the Board.  Any two or

more offices may be held by the same person.

     .    TERM  OF  OFFICE.   Unless  otherwise specified by the Board of

Directors  at  the time of election or appointment,  or  by  the  express

provisions of an  employment  contract approved by the Board, the term of

office of each officer and each  agent  shall  expire  on the date of the

first meeting of the Board of Directors next following the annual meeting

of stockholders each year.  Each such officer or agent, unless elected or

appointed to an additional term, shall serve until the expiration  of the

term of his office or, if earlier, his death, resignation or removal.

     .    AUTHORITY.   Officers and agents shall have such authority  and

perform such duties in the  management of the Corporation as are provided

in these Bylaws or as may be  determined  by  resolution  of the Board of

Directors not inconsistent with these Bylaws.

     .    REMOVAL.   Any  officer  or agent elected or appointed  by  the

Board of Directors may be removed with  or  without cause by the Board of

Directors whenever in its judgment the best interests  of the Corporation

will be served thereby.  Such removal shall be without prejudice  to  the

contract  rights,  if  any,  of  the  person  so  removed.   Election  or

appointment  of  an  officer or agent shall not of itself create contract

rights.

     .    VACANCIES.    Any  vacancy  occurring  in  any  office  of  the

Corporation (by death, resignation, removal or otherwise) shall be filled

by the Board of Directors.

     .    COMPENSATION.   The  compensation of all officers and agents of

the  Corporation  shall be fixed from  time  to  time  by  the  Board  of

Directors.

     .    CHAIRMAN  OF  THE  BOARD.   The  Chairman of the Board shall be

chosen from among the Directors.  The Chairman  of  the  Board shall have

the  power  to  call  special  meetings  of the stockholders and  of  the

Directors  for  any purpose or purposes, and  he  shall  preside  at  all

meetings of the Board  of  Directors, unless he shall be absent or unless

he  shall,  at his election, designate  the  Vice  Chairman,  if  one  is

elected, to preside in his stead.  The Chairman of the Board shall advise

and counsel the  Chief  Executive  Officer  and  other  officers  of  the

Corporation  and  shall  exercise  such powers and perform such duties as

shall be assigned to or required by him from time to time by the Board of

Directors.

     .    VICE CHAIRMAN.  The Vice Chairman,  if  one  is  elected, shall

have the power to call special meetings of the stockholders  and  of  the

Directors  for  any  purpose  or  purposes,  and,  in  the absence of the

Chairman of the Board, the Vice Chairman shall preside at all meetings of

the  Board  of  Directors  unless he shall be absent.  The Vice  Chairman

shall advise and counsel the  other officers of the Corporation and shall

exercise such powers and perform  such  duties as shall be assigned to or

required of him from time to time by the Board of Directors.

     .    CHIEF EXECUTIVE OFFICER.  Subject  to  the  supervision  of the

Board  of  Directors,  the  Chief  Executive  Officer  shall have general

supervision,  management,  direction  and  control  of  the business  and

affairs of the Corporation and shall see that all orders  and resolutions

of  the Board of Directors are carried into effect.  The Chief  Executive

Officer  shall  execute  bonds, mortgages and other contracts requiring a

seal,  under  the  seal of the  Corporation,  except  where  required  or

permitted by law to  be otherwise executed and except where the execution

thereof shall be expressly  delegated  by  the Board of Directors to some

other officer or agent of the Corporation.   The  Chief Executive Officer

shall preside at all meetings of the stockholders and,  in the absence of

the Chairman of the Board and the Vice Chairman, at all meetings  of  the

Board  of  Directors.   The Chief Executive Officer shall be ex officio a

member of the Executive Committee,  if  any,  of  the Board of Directors.

The Chief Executive Officer shall have the general  powers  and duties of

management usually vested in the office of chief executive officer  of  a

corporation  and  shall  perform such other duties and possess such other

authority and powers as the  Board  of  Directors  may  from time to time

prescribe.

     .    EXECUTIVE PRESIDENT.  In the absence or disability of the Chief

Executive  Officer,  the  Executive President shall perform  all  of  the

duties of the Chief Executive  Officer  and when so acting shall have all

the  powers  and  be  subject  to  all the restrictions  upon  the  Chief

Executive Officer, including the power  to  sign  all  instruments and to

take  all  actions  which  the  Chief Executive Officer is authorized  to

perform by the Board of Directors or the Bylaws.  The Executive President

shall have the general powers and  duties usually vested in the office of

president  of  a corporation and shall  perform  such  other  duties  and

possess such other  authority  and  powers  as the Board of Directors may

from time to time prescribe or as the Chief Executive  Officer  may  from

time  to  time  delegate.   In  the event no individual is elected to the

office of Chief Operating Officer, the Executive President shall have the

powers and perform the duties of the Chief Operating Officer.

     .    CHIEF OPERATING OFFICER.   Subject  to  the  supervision of the

Executive  President,  the  Chief Operating Officer, if one  is  elected,

shall have general supervision  of  the  day  to  day  operations  of the

Corporation.  The Chief Operating Officer shall be ex officio a member of

the  Executive  Committee,  if any, of the Board of Directors.  The Chief

Operating Officer shall have  the general powers and duties of management

usually vested in the office of  chief operating officer of a corporation

and shall perform such other duties  and possess such other authority and

powers as the Board of Directors may from time to time prescribe.

     .    PRESIDENT.   In  the absence or  disability  of  the  Executive

President, the President shall perform all of the duties of the Executive

President and when so acting  shall have all the powers and be subject to

all the restrictions upon the Executive President, including the power to

sign  all  instruments  and  to take  all  actions  which  the  Executive

President is authorized to perform  by  the  Board  of  Directors  or the

Bylaws.  The President shall have the general powers and duties vested in

the  office  of President as the Board of Directors may from time to time

prescribe or as  the  Chief  Executive  Officer  may  from  time  to time

delegate.

     .    VICE PRESIDENTS.  The Vice President, or if there shall be more

than  one,  the  Vice Presidents in the order determined by the requisite

vote of the Board  of  Directors,  shall,  in  the  prolonged  absence or

disability  of the President, perform the duties and exercise the  powers

of the President  and shall perform such other duties and have such other

powers as the Board  of  Directors  may from time to time prescribe or as

the Chief Executive Officer may from time to time delegate.  The Board of

Directors may designate one or more Vice  Presidents  as  Executive  Vice

Presidents or Senior Vice Presidents.

     .    SECRETARY.   The  Secretary  shall  attend  all meetings of the

Board  of  Directors  and  all  meetings  of  the  stockholders   of  the

Corporation and record all proceedings of the meetings of the Corporation

and of the Board of Directors in a book to be maintained for that purpose

and  shall perform like duties for the standing committees when required.

The Secretary shall give, or cause to be given, notice of all meetings of

the stockholders  and  special  meetings  of  the Board of Directors, and

shall  perform such other duties as may be prescribed  by  the  Board  of

Directors,  Chairman  of  the  Board,  Chief Executive Officer, Executive

President  or  President.   The  Secretary  shall  have  custody  of  the

corporate  seal of the Corporation, and he, or  an  Assistant  Secretary,

shall have authority to affix the same to any instrument requiring it and

when so affixed,  it may be attested by his signature or by the signature

of such Assistant Secretary.   The  Board  of  Directors may give general

authority to any other officer to affix the seal  of  the Corporation and

to attest the affixing by his signature.

     .    ASSISTANT SECRETARIES.  The Assistant Secretary, or if there be

more than one, the Assistant Secretaries in the order determined  by  the

Board  of Directors, shall in the absence or disability of the Secretary,

perform  the  duties  and  exercise the powers of the Secretary and shall

perform such other duties and  have  such  other  powers  as the Board of

Directors  may  from  time  to  time  prescribe or as the Chief Executive

Officer may from time to time delegate.

     .    TREASURER.  The Treasurer shall  be the chief financial officer

of the Corporation and shall have the custody  of the corporate funds and

securities  and  shall keep full and accurate accounts  of  receipts  and

disbursements in books belonging to the Corporation and shall deposit all

moneys and other valuable  effects  in  the name and to the credit of the

Corporation in such depositories as may be  designated  by  the  Board of

Directors.  The Treasurer shall disburse the funds of the Corporation  as

may be ordered by the Board of Directors, taking proper vouchers for such

disbursements,  and  shall  render  to  the  Chief Executive Officer (and

Chairman of the Board, if one is elected) and  the Board of Directors, at

its  regular  meetings, or when the Board of Directors  so  requires,  an

account of all  his  transactions  as  Treasurer  and  of  the  financial

condition of the Corporation.  If required by the Board of Directors, the

Treasurer  shall  give  the Corporation a bond in such sum and with  such

surety or sureties as shall be satisfactory to the Board of Directors for

the faithful performance  of  the  duties  of  his  office  and  for  the

restoration  to  the  Corporation,  in  case  of  his death, resignation,

retirement or removal from office, of all books, papers, vouchers, money,

and  other  property  of  whatever kind in his possession  or  under  his

control owned by the Corporation.  The Treasurer shall perform such other

duties and have such other authority and powers as the Board of Directors

may from time to time prescribe  or  as  the  Chief Executive Officer may

from time to time delegate.

     .    ASSISTANT TREASURERS.  The Assistant  Treasurer,  or,  if there

shall  be more than one, the Assistant Treasurers in the order determined

by the Board  of  Directors,  shall,  in the absence or disability of the

Treasurer, perform the duties and exercise  the  powers  of the Treasurer

and  shall  perform such other duties and have such other powers  as  the

Board of Directors  may  from  time  to  time  prescribe  or as the Chief

Executive Officer may from time to time delegate.

                             ARTICLE

                          INDEMNIFICATION

     .    MANDATORY INDEMNIFICATION.  Each person who was or  is  made  a

party  or  is  threatened  to be made a party, or who was or is a witness

without being named a party,  to  any  threatened,  pending  or completed

action,   claim,   suit   or   proceeding,   whether   civil,   criminal,

administrative  or  investigative, any appeal in such an action, suit  or

proceeding, and any inquiry  or  investigation that could lead to such an

action, suit or proceeding (a "Proceeding"),  by  reason of the fact that

such individual is or was a Director or officer of  the  Corporation,  or

while  a  Director or officer of the Corporation is or was serving at the

request of  the  Corporation  as  a director, officer, partner, venturer,

proprietor, trustee, employee, agent  or  similar  functionary of another

corporation,   partnership,  trust,  employee  benefit  plan   or   other

enterprise, shall  be  indemnified  and  held harmless by the Corporation

from  and  against  any judgments, penalties  (including  excise  taxes),

fines, amounts paid in  settlement  and  reasonable  expenses  (including

court  costs  and  attorneys'  fees) actually incurred by such person  in

connection with such Proceeding if it is determined that he acted in good

faith and reasonably believed (i)  in the case of conduct in his official

capacity  on  behalf of the Corporation  that  his  conduct  was  in  the

Corporation's best  interests,  (ii) in all other cases, that his conduct

was not opposed to the best interests  of the Corporation, and (iii) with

respect to any Proceeding which is a criminal  action,  that  he  had  no

reasonable  cause to believe his conduct was unlawful; provided, however,

that in the event  a  determination is made that such person is liable to

the Corporation or is found liable on the basis that personal benefit was

improperly received by  such  person,  the  indemnification is limited to

reasonable expenses actually incurred by such  person  in connection with

the  Proceeding  and  shall  not be made in respect of any Proceeding  in

which such person shall have been found liable for willful or intentional

misconduct in the performance  of  his  duty  to  the  Corporation.   The

termination of any Proceeding by judgment, order, settlement, conviction,

or  upon  a  plea  of   nolo  contendere or its equivalent, shall not, of

itself be determinative of whether  the  person did not act in good faith

and in a manner which he reasonably believed  to  be in or not opposed to

the  best  interests  of  the  Corporation,  and,  with  respect  to  any

Proceeding  which is a criminal action, had reasonable cause  to  believe

that his conduct  was  unlawful.   A  person shall be deemed to have been

found liable in respect of any claim, issue  or  matter  only  after  the

person  shall  have been so adjudged by a court of competent jurisdiction

after exhaustion of all appeals therefrom.

     .    DETERMINATION  OF  INDEMNIFICATION.   Any indemnification under

the  foregoing  Section  6.1  (unless  ordered  by a court  of  competent

jurisdiction) shall be made by the Corporation only  upon a determination

that  indemnification  of  such person is proper in the circumstances  by

virtue of the fact that it shall  have  been  determined that such person

has met the applicable standard of conduct.  Such  determination shall be

made (1) by a majority vote of a quorum consisting of  Directors  who  at

the  time  of  the  vote  are  not named defendants or respondents in the

Proceeding; (2) if such quorum cannot  be obtained, by a majority vote of

a committee of the Board of Directors, designated to act in the matter by

a majority of all Directors, consisting  of  two or more Directors who at

the  time  of the vote are not named defendants  or  respondents  in  the

Proceeding;  (3) by special legal counsel (in a written opinion) selected

by the Board of  Directors  or  a committee of the Board by a vote as set

forth in Subsection (1) or (2) of this Section, or, if such quorum cannot

be established, by a majority vote  of  all Directors (in which Directors

who  are  named  defendants  or  respondents  in   the   Proceeding   may

participate);  or  (4)  by  the stockholders of the Corporation in a vote

that excludes the shares held  by  Directors  who are named defendants or

respondents in the Proceeding.

     .    ADVANCE  OF  EXPENSES.   Reasonable expenses,  including  court

costs and attorneys' fees, incurred  by  a person who was or is a witness

or who was or is named as a defendant or respondent  in  a Proceeding, by

reason of the fact that such individual is or was a Director  or  officer

of the Corporation, or while a Director or officer of the Corporation  is

or  was serving at the request of the Corporation as a director, officer,

partner,  venturer,  proprietor,  trustee,  employee,  agent  or  similar

functionary  of another corporation, partnership, trust, employee benefit

plan or other  enterprise, shall be paid by the Corporation at reasonable

intervals in advance  of  the  final  disposition of such Proceeding, and

without the determination set forth in  Section  6.2, upon receipt by the

Corporation of a written affirmation by such person  of  his  good  faith

belief   that   he   has  met  the  standard  of  conduct  necessary  for

indemnification under  this Article 6, and a written undertaking by or on

behalf of such person to  repay  the  amount  paid  or  reimbursed by the

Corporation if it is ultimately determined that he is not  entitled to be

indemnified  by  the Corporation as authorized in this Article  6.   Such

written undertaking  shall  be an unlimited obligation of such person and

it  may  be  accepted without reference  to  financial  ability  to  make

repayment.

     .    PERMISSIVE  INDEMNIFICATION.   The  Board  of  Directors of the

Corporation  may  authorize  the  Corporation  to indemnify employees  or

agents of the Corporation, and to advance the reasonable expenses of such

persons, to the same extent, following the same  determinations  and upon

the  same  conditions  as  are  required  for  the indemnification of and

advancement of expenses to Directors and officers of the Corporation.

     .    NATURE OF INDEMNIFICATION.  The indemnification and advancement

of expenses provided hereunder shall not be deemed exclusive of any other

rights to which those seeking indemnification may  be  entitled under the

Certificate  of  Incorporation,  these  Bylaws,  any agreement,  vote  of

stockholders or disinterested Directors or otherwise,  both as to actions

taken  in  an  official  capacity  and as to actions taken in  any  other

capacity while holding such office, shall continue as to a person who has

ceased to be a Director, officer, employee  or  agent  of the Corporation

and shall inure to the benefit of the heirs, executors and administrators

of such person.

     .    INSURANCE.  The Corporation shall have the power  and authority

to  purchase and maintain insurance or another arrangement on  behalf  of

any person  who  is  or was a Director, officer, employee or agent of the

Corporation, or who is  or  was serving at the request of the Corporation

as a director, officer, partner, venturer, proprietor, trustee, employee,

agent, or similar functionary of another foreign or domestic corporation,

partnership, joint venture, sole  proprietorship, trust, employee benefit

plan or other enterprise, against any  liability,  claim, damage, loss or

risk asserted against such person and incurred by such person in any such

capacity  or  arising  out  of  the  status  of  such  person   as  such,

irrespective of whether the Corporation would have the power to indemnify

and hold such person harmless against such liability under the provisions

hereof.  If the insurance or other arrangement is with a person or entity

that  is  not  regularly  engaged  in the business of providing insurance

coverage, the insurance or arrangement  may  provide  for  payment  of  a

liability  with respect to which the Corporation would not have the power

to indemnify  the  person  only  if including coverage for the additional

liability  has  been approved by the  stockholders  of  the  Corporation.

Without limiting  the power of the Corporation to procure or maintain any

kind of insurance or  other  arrangement,  the  Corporation  may, for the

benefit  of  persons indemnified by the Corporation, (1) create  a  trust

fund; (2) establish  any form of self-insurance; (3) secure its indemnity

obligation by grant of a security interest or other lien on the assets of

the Corporation; or (4) establish a letter of credit, guaranty, or surety

arrangement.   The  insurance  or  other  arrangement  may  be  procured,

maintained, or established  within the Corporation or with any insurer or

other person deemed appropriate  by  the Board of Directors regardless of

whether all or part of the stock or other  securities  of  the insurer or

other  person  are  owned  in whole or part by the Corporation.   In  the

absence of fraud, the judgment  of the Board of Directors as to the terms

and conditions of the insurance or  other arrangement and the identity of

the insurer or other person participating  in  the  arrangement  shall be

conclusive  and  the  insurance or arrangement shall not be voidable  and

shall not subject the Directors approving the insurance or arrangement to

liability,  on  any  ground,   regardless   of   whether   the  Directors

participating  in  the  approval  is  a  beneficiary of the insurance  or

arrangement.

     .    NOTICE.   Any  indemnification or  advance  of  expenses  to  a

present or former Director  or  officer  of the Corporation in accordance

with this Article 6 shall be reported in writing  to  the stockholders of

the Corporation with or before the notice or waiver of notice of the next

stockholders' meeting or with or before the next submission  of a consent

to  action  without  a  meeting and, in any case, within the next  twelve

month period immediately following the indemnification or advance.

                             ARTICLE

            STOCK CERTIFICATES AND TRANSFER REGULATIONS

     .    DESCRIPTION OF  CERTIFICATES.   The shares of the capital stock

of  the  Corporation shall be represented by  certificates  in  the  form

approved by  the  Board  of  Directors  and  signed  in  the  name of the

Corporation  by  the  Chairman  of  the  Board,  Chief Executive Officer,

Executive  President,  Chief  Operating  Officer,  President  or  a  Vice

President and the Secretary or an Assistant Secretary of the Corporation,

and sealed with the seal of the Corporation or a facsimile thereof.  Each

certificate shall state on the face thereof the name  of  the holder, the

number and class of shares, the par value of shares covered  thereby or a

statement that such shares are without par value, and such other  matters

as  are  required  by  law.   At  such  time  as  the  Corporation may be

authorized  to  issue  shares  of more than one class, every  certificate

shall set forth upon the face or  back of such certificate a statement of

the designations, preferences, limitations  and  relative  rights  of the

shares of each class authorized to be issued, as required by the laws  of

the  State  of Delaware, or may state that the Corporation will furnish a

copy of such  statement  without charge to the holder of such certificate

upon receipt of a written request therefor from such holder.

     .    ENTITLEMENT TO CERTIFICATES.  Every holder of the capital stock

in the Corporation shall be  entitled to have a certificate signed in the

name of the Corporation by the  Chairman  of  the  Board, Chief Executive

Officer,  Executive President, Chief Operating Officer,  President  or  a

Vice President  and  the  Secretary  or  an  Assistant  Secretary  of the

Corporation,  certifying  the  class  of  capital stock and the number of

shares represented thereby as owned or held  by  such  stockholder in the

Corporation.

     .    SIGNATURES.  The signatures of the Chairman of the Board, Chief

Executive   Officer,   Executive  President,  Chief  Operating   Officer,

President,  Vice President,  Secretary  or  Assistant  Secretary  upon  a

certificate may  be facsimiles.  In case any officer or officers who have

signed, or whose facsimile  signature or signatures have been placed upon

any  such certificate or certificates,  shall  cease  to  serve  as  such

officer  or  officers  of  the  Corporation,  whether  because  of death,

resignation,   removal   or   otherwise,   before   such  certificate  or

certificates   are   issued  and  delivered  by  the  Corporation,   such

certificate  or  certificates   may   nevertheless   be  adopted  by  the

Corporation and be issued and delivered with the same  effect  as  though

the  person  or  persons  who  signed such certificate or certificates or

whose facsimile signature or signatures  have  been  used thereon had not

ceased to serve as such officer or officers of the Corporation.

     .    ISSUANCE  OF CERTIFICATES.  Certificates evidencing  shares  of

its capital stock (both  treasury  and  authorized  but  unissued) may be

issued  for  such  consideration  (not  less  than par value, except  for

treasury shares which may be issued for such consideration)  and  to such

persons  as  the  Board  of  Directors  may  determine from time to time.

Shares shall not be issued until the full amount  of  the  consideration,

fixed as provided by law, has been paid.

     .    PAYMENT FOR SHARES.  Consideration for the issuance  of  shares

shall be paid, valued and allocated as follows:

          ()   CONSIDERATION.   The  consideration  for  the  issuance of
     shares  shall consist of money paid, labor done (including  services
     actually  performed  for  the Corporation), or property (tangible or
     intangible) actually received.   Neither  promissory  notes  nor the
     promise of future services shall constitute payment of consideration
     for shares.

          ()   VALUATION.   In  the  absence of fraud in the transaction,
     the determination of the Board of  Directors  as  to  the  value  of
     consideration received shall be conclusive.

          ()   EFFECT.  When consideration, fixed as provided by law, has
     been  paid, the shares shall be deemed to have been issued and shall
     be considered fully paid and nonassessable.

          ()   ALLOCATION  OF  CONSIDERATION.  The consideration received
     for  shares  shall  be allocated  by  the  Board  of  Directors,  in
     accordance with law,  between the stated capital and capital surplus
     accounts.


     .    SUBSCRIPTIONS.  Unless  otherwise  provided in the subscription

agreement,  subscriptions  of  shares,  whether  made   before  or  after

organization  of  the  Corporation,  shall  be  paid  in  full  in   such

installments  and  at  such  times as shall be determined by the Board of

Directors.   Any call made by the  Board  of  Directors  for  payment  on

subscriptions  shall  be  uniform  as to all shares of the same class and

series.  In case of default in the payment  of  any  installment  or call

when  payment  is  due, the Corporation may proceed to collect the amount

due in the same manner as any debt due to the Corporation.

     .    RECORD DATE.   For  the  purpose  of  determining  stockholders

entitled to notice of or to vote at any meeting of stockholders,  or  any

adjournment  thereof,  or  entitled  to  receive  a  distribution  by the

Corporation (other than a distribution involving a purchase or redemption

by  the Corporation of any of its own shares) or a share dividend, or  in

order  to  make  a  determination  of  stockholders  for any other proper

purpose,  the  Board  of  Directors may fix a record date  for  any  such

determination of stockholders,  which  record  date shall not precede the

date upon which the resolution fixing the record  date  is adopted by the

Board  of Directors, and which record date shall not be more  than  sixty

(60) days,  and  in  the case of a meeting of stockholders, not less than

ten (10) days prior to  the date on which the particular action requiring

such determination of stockholders  is to be taken.  If no record date is

fixed for the determination of stockholders  entitled  to notice of or to

vote at a meeting of stockholders, or stockholders entitled  to receive a

distribution   (other   than  a  distribution  involving  a  purchase  or

redemption by the Corporation  of  any  of  its  own  shares)  or a share

dividend,  the  date  before  the date on which notice of the meeting  is

mailed or the date on which the  resolution  of  the  Board  of Directors

declaring such distribution or share dividend is adopted, as the case may

be,  shall  be  the  record  date for such determination of stockholders.

When a determination of stockholders  entitled  to vote at any meeting of

stockholders   has   been   made  as  provided  in  this  Section,   such

determination shall be applied to any adjournment thereof.

     .    REGISTERED OWNERS.   Prior  to due presentment for registration

of transfer of a certificate evidencing  shares  of  the capital stock of

the  Corporation  in  the  manner set forth in Section 7.10  hereof,  the

Corporation shall be entitled  to  recognize the person registered as the

owner of such shares on its books (or  the  books  of  its duly appointed

transfer agent, as the case may be) as the person exclusively entitled to

vote,  to  receive notices and dividends with respect to,  and  otherwise

exercise  all  rights  and  powers  relative  to  such  shares;  and  the

Corporation  shall  not  be bound or otherwise obligated to recognize any

claim, direct or indirect,  legal  or  equitable,  to  such shares by any

other  person,  whether  or  not it shall have actual, express  or  other

notice thereof, except as otherwise provided by the laws of Delaware.

     .    LOST, STOLEN OR DESTROYED  CERTIFICATES.  The Corporation shall

issue a new certificate in place of any certificate for shares previously

issued if the registered owner of the certificate satisfies the following

conditions:

          ()   PROOF  OF  LOSS.   Submits   proof   in   affidavit   form
     satisfactory to the Corporation that such certificate has been lost,
     destroyed or wrongfully taken;

          ()   TIMELY   REQUEST.    Requests   the   issuance  of  a  new
     certificate before the Corporation has notice that  the  certificate
     has been acquired by a purchaser for value in good faith and without
     notice of an adverse claim;

          ()   BOND.  Gives a bond in such form, and with such  surety or
     sureties, with fixed or open penalty, as the Corporation may direct,
     to  indemnify the Corporation (and its transfer agent and registrar,
     if any)  against any claim that may be made or otherwise asserted by
     virtue  of   the   alleged  loss,  destruction,  or  theft  of  such
     certificate or certificates; and

          ()   OTHER  REQUIREMENTS.    Satisfies   any  other  reasonable
     requirements imposed by the Corporation.


     In  the event a certificate has been lost, apparently  destroyed  or

wrongfully  taken, and the registered owner of record fails to notify the

Corporation within  a  reasonable  time after he has notice of such loss,

destruction, or wrongful taking, and the Corporation registers a transfer

(in the manner hereinbelow set forth)  of  the  shares represented by the

certificate  before  receiving such notification, such  prior  registered

owner of record shall  be  precluded  from  making  any claim against the

Corporation for the transfer required hereunder or for a new certificate.

     .    REGISTRATION OF TRANSFERS.  Subject to the  provisions  hereof,

the  Corporation  shall register the transfer of a certificate evidencing

shares of its capital stock presented to it for transfer if:

          ()   ENDORSEMENT.   Upon  surrender  of  the certificate to the
     Corporation  (or  its  transfer  agent,  as  the case  may  be)  for
     transfer, the certificate (or an appended stock  power)  is properly
     endorsed  by  the registered owner, or by his duly authorized  legal
     representative  or attorney-in-fact, with proper written evidence of
     the  authority and  appointment  of  such  representative,  if  any,
     accompanying the certificate;

          ()   GUARANTY AND EFFECTIVENESS OF SIGNATURE.  The signature of
     such registered  owner  or  his legal representative or attorney-in-
     fact, as the case may be, has  been guaranteed by a national banking
     association or member of the New York Stock Exchange, and reasonable
     assurance in a form satisfactory  to  the  Corporation is given that
     such endorsements are genuine and effective;

          ()   ADVERSE  CLAIMS.   The Corporation has  no  notice  of  an
     adverse claim or has otherwise  discharged  any duty to inquire into
     such a claim;

          ()   COLLECTION OF TAXES.  Any applicable  law (local, state or
     federal)  relating  to  the  collection  of  taxes relative  to  the
     transaction has been complied with; and

          ()   ADDITIONAL   REQUIREMENTS  SATISFIED.    Such   additional
     conditions and documentation  as  the  Corporation  (or its transfer
     agent,  as  the  case  may  be) shall reasonably require,  including
     without limitation thereto, the  delivery with the surrender of such
     stock certificate or certificates  of proper evidence of succession,
     assignment or other authority to obtain  transfer  thereof,  as  the
     circumstances may require, and such legal opinions with reference to
     the  requested  transfer as shall be required by the Corporation (or
     its transfer agent)  pursuant  to the provisions of these Bylaws and
     applicable law, shall have been satisfied.


     .    RESTRICTIONS ON TRANSFER AND LEGENDS ON CERTIFICATES.

          ()   SHARES  IN  CLASSES  OR SERIES.   If  the  Corporation  is
     authorized to issue shares of more  than  one class, the certificate
     shall set forth, either on the face or back  of  the  certificate, a
     full  or  summary statement of all of the designations, preferences,
     limitations,  and  relative  rights of the shares of each such class
     and, if the Corporation is authorized  to  issue  any  preferred  or
     special  class  in series, the variations in the relative rights and
     preferences of the  shares  of  each  such series so far as the same
     have been fixed and determined, and the  authority  of  the Board of
     Directors  to  fix and determine the relative rights and preferences
     of subsequent series.  In lieu of providing such a statement in full
     on  the certificate,  a  statement  on  the  face  or  back  of  the
     certificate  may  provide  that  the  Corporation  will furnish such
     information  to any stockholder without charge upon written  request
     to the Corporation  at its principal place of business or registered
     office and that copies  of the information are on file in the office
     of the Secretary of State.

          ()   RESTRICTION ON  TRANSFER.  Any restrictions imposed by the
     Corporation on the sale or  other  disposition  of its shares and on
     the transfer thereof must be copied at length or  in summary form on
     the face, or so copied on the back and referred to  on  the face, of
     each  certificate  representing  shares  to  which  the  restriction
     applies.  The certificate may however state on the face or back that
     such a restriction exists pursuant to a specified document  and that
     the Corporation will furnish a copy of the document to the holder of
     the   certificate   without  charge  upon  written  request  to  the
     Corporation at its principal place of business.

          ()   UNREGISTERED SECURITIES.  Any security of the Corporation,
     including, among others,  any  certificate  evidencing shares of the
     capital stock of the Corporation or warrants  to  purchase shares of
     capital  stock  of  the Corporation, which is issued to  any  person
     without registration  under  the Securities Act of 1933, as amended,
     or the Blue Sky laws of any state,  shall  not be transferable until
     the Corporation has been furnished with a legal  opinion  of counsel
     with  reference  thereto,  satisfactory  in form and content to  the
     Corporation and its counsel, to the effect  that such sale, transfer
     or  pledge  does not involve a violation of the  Securities  Act  of
     1933,  as amended,  or  the  Blue  Sky  laws  of  any  state  having
     jurisdiction.   The certificate representing the security shall bear
     substantially the following legend:

          THE SECURITIES  REPRESENTED  BY  THIS CERTIFICATE HAVE NOT
          BEEN  REGISTERED  UNDER THE SECURITIES  ACT  OF  1933,  AS
          AMENDED, OR ANY APPLICABLE  STATE  SECURITIES LAW BUT HAVE
          BEEN  ACQUIRED FOR THE PRIVATE INVESTMENT  OF  THE  HOLDER
          HEREOF  AND  MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL
          EITHER (i) A REGISTRATION  STATEMENT UNDER SUCH SECURITIES
          ACT OR SUCH APPLICABLE STATE  SECURITIES  LAWS  SHALL HAVE
          BECOME   EFFECTIVE   WITH  REGARD  THERETO,  OR  (ii)  THE
          CORPORATION SHALL HAVE  RECEIVED  AN  OPINION  OF  COUNSEL
          ACCEPTABLE   TO  THE  CORPORATION  AND  ITS  COUNSEL  THAT
          REGISTRATION UNDER  SUCH SECURITIES ACT OR SUCH APPLICABLE
          STATE SECURITIES LAWS  IS  NOT REQUIRED IN CONNECTION WITH
          SUCH PROPOSED OFFER, SALE OR TRANSFER.


                             ARTICLE

                        GENERAL PROVISIONS

     .    DIVIDENDS.    Subject  to  the  provisions   of   the   General

Corporation  Law  of  Delaware,   as  amended,  and  the  Certificate  of

Incorporation, dividends of the Corporation  shall  be  declared and paid

pursuant to the following regulations:

          ()   DECLARATION  AND  PAYMENT.   Dividends on the  issued  and
     outstanding  shares  of  capital  stock of the  Corporation  may  be
     declared by the Board of Directors at any regular or special meeting
     and may be paid in cash, in property, or in shares of capital stock.
     Such declaration and payment shall be at the discretion of the Board
     of Directors.

          ()   RECORD DATE.  The Board of  Directors may fix in advance a
     record date for the purpose of determining  stockholders entitled to
     receive payment of any dividend, such record  date  to  be  not more
     than sixty (60) days prior to the payment date of such dividend,  or
     the  Board  of Directors may close the stock transfer books for such
     purpose for a  period  of not more than sixty (60) days prior to the
     payment date of such dividend.   In  the  absence  of  action by the
     Board of Directors, the date upon which the Board of Directors adopt
     the resolution declaring such dividend shall be the record date.

     .    RESERVES.  There may be created by resolution of the  Board  of

Directors  out of the surplus of the Corporation such reserve or reserves

as the Board  of  Directors  from  time to time, in its discretion, think

proper  to  provide for contingencies,  or  to  repair  or  maintain  any

property of the  Corporation,  or for such other purposes as the Board of

Directors shall think beneficial  to  the  Corporation,  and the Board of

Directors may modify or abolish any such reserve in the manner  in  which

it was created.

     .    BOOKS AND RECORDS.  The Corporation shall maintain correct  and

complete  books  and  records  of  account and shall prepare and maintain

minutes of the proceedings of its stockholders,  its  Board  of Directors

and each committee of its Board of Directors.  The Corporation shall keep

at its registered office or principal place of business, or at the office

of  its  transfer  agent  or registrar, a record of original issuance  of

shares issued by the Corporation  and  a record of each transfer of those

shares that have been presented to the Corporation  for  registration  or

transfer.  Such records shall contain the names and addresses of all past

and present stockholders and the number and class of the shares issued by

the Corporation held by each.

     .    ANNUAL  STATEMENT.   The Board of Directors shall present at or

before each annual meeting of stockholders  a full and clear statement of

the  business  and  financial condition of the Corporation,  including  a

reasonably detailed balance  sheet  and  income  statement  under current

date.

     .    CONTRACTS  AND  NEGOTIABLE  INSTRUMENTS.   Except  as otherwise

provided  by  law  or  these  Bylaws,  any  contract  or other instrument

relative to the business of the Corporation may be executed and delivered

in the name of the Corporation and on its behalf by the  Chairman  of the

Board,  Chief  Executive  Officer,  Executive  President, Chief Operating

Officer  or  President of the Corporation.  The Board  of  Directors  may

authorize any other officer or agent of the Corporation to enter into any

contract or execute and deliver any contract in the name and on behalf of

the Corporation,  and  such  authority  may  be  general  or  confined to

specific instances as the Board of Directors may determine by resolution.

All  bills,  notes, checks or other instruments for the payment of  money

shall be signed  or  countersigned  by  such  officer, officers, agent or

agents  and in such manner as are permitted by these  Bylaws  and/or  as,

from time  to  time,  may  be  prescribed  by  resolution of the Board of

Directors.  Unless authorized to do so by these Bylaws or by the Board of

Directors,  no  officer,  agent  or  employee  shall have  any  power  or

authority to bind the Corporation by any contract  or  engagement,  or to

pledge its credit, or to render it liable pecuniarily for any purpose  or

to any amount.

     .    FISCAL  YEAR.   The fiscal year of the Corporation shall end on

the Saturday closest to September 30.

     .    CORPORATE SEAL.   The Corporation seal shall be in such form as

may be determined by the Board  of  Directors.   The  seal may be used by

causing it or a facsimile thereof to be impressed or affixed  or  in  any

manner reproduced.

     .    RESIGNATIONS.   Any  Director,  officer or agent may resign his

office  or  position with the Corporation by  delivering  written  notice

thereof to the  Chairman of the Board, Chief Executive Officer, Executive

President,  Chief   Operating  Officer,  President  or  Secretary.   Such

resignation  shall  be  effective  at  the  time  specified  therein,  or

immediately upon delivery  if  no  time  is  specified.  Unless otherwise

specified  therein,  an acceptance of such resignation  shall  not  be  a

necessary prerequisite of its effectiveness.

     .    AMENDMENT OF  BYLAWS.  These Bylaws may be altered, amended, or

repealed and new Bylaws adopted  at any meeting of the Board of Directors

or stockholders at which a quorum  is present, by the affirmative vote of

a majority of the Directors or stockholders,  as the case may be, present

at such meeting, provided notice of the proposed  alteration,  amendment,

or repeal be contained in the notice of such meeting.

     .    CONSTRUCTION.   Whenever  the  context so requires herein,  the

masculine shall include the feminine and neuter,  and  the singular shall

include the plural, and conversely.  If any portion or provision of these

Bylaws  shall  be  held  invalid  or  inoperative,  then,  so far  as  is

reasonable  and  possible:   (1) the remainder of these Bylaws  shall  be

considered valid and operative,  and  (2)  effect  shall  be given to the

intent   manifested   by  the  portion  or  provision  held  invalid   or

inoperative.

     .    TELEPHONE MEETINGS.   Stockholders, Directors or members of any

committee  may  hold  any  meeting of  such  stockholders,  Directors  or

committee  by means of conference  telephone  or  similar  communications

equipment which  permits all persons participating in the meeting to hear

each other and actions  taken  at such meetings shall have the same force

and effect as if taken at a meeting  at  which  persons  were present and

voting  in  person.   The  Secretary of the Corporation shall  prepare  a

memorandum of the action taken at any such telephonic meeting.

     .    TABLE  OF  CONTENTS;  CAPTIONS.   The  table  of  contents  and

captions used in these  Bylaws  have  been  inserted  for  administrative

convenience  only  and  do  not  constitute  matter  to  be construed  in

interpretation.

     IN DUE CERTIFICATION WHEREOF, the undersigned, being  the  Secretary

of PILGRIM'S PRIDE CORPORATION, confirms the adoption and approval of the

foregoing Bylaws, effective as of the _______ day of December, 1996.


                              ___________________________________
                              CLIFFORD E. BUTLER,
                              Secretary












              PILGRIM'S PRIDE CORPORATION


                          and


    JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY and
              SIGNATURE 1A (CAYMAN), LTD.





                 AMENDED AND RESTATED
                NOTE PURCHASE AGREEMENT



                 Dated April 14, 1997



                         $85,000,000 Notes







                         TABLE OF CONTENTS

ARTICLE                                                      PAGE

EXHIBITS

A-1  Form of Fixed Note
A-2  Form of Floating Note
B    Form of Texas Deed of Trust and Security Agreement
C    Receipt of Funds
D    Closing Certificate
E    Form of Guaranty Agreement
F    Officer's Certificate

           AMENDED AND RESTATED NOTE PURCHASE AGREEMENT


     This  Amended  and Restated Note Purchase Agreement (this "Agreement")
dated April 14, 1997,  by  and  between  John Hancock Mutual Life Insurance
Company ("Hancock"), Signature 1A (Cayman), Ltd. ("Signature") (Hancock and
Signature are individually referred to as  a  "Purchaser" and collectively,
"Purchasers") and Pilgrim's Pride Corporation,  a Delaware corporation (the
"Company").

                         R E C I T A L S :

     WHEREAS, the Company previously sold to Hancock  its  7.21% Fixed Rate
Note  in  the  aggregate principal amount of $50,000,000 (the "1996  Note")
pursuant  to  a Note  Purchase  Agreement  dated  February  15,  1996  (the
"Original Note Purchase Agreement") between Hancock and the Company;

     WHEREAS, in  connection  with  the  Green Acre Acquisition (as defined
herein), the Company will assume $7,238,195 of notes payable to Hancock and
desires to amend and restate such notes by  the  issuance of new fixed rate
notes to Hancock;

     WHEREAS,  the  Company  desires  to issue and sell  to  Purchasers  an
additional $27,761,805 of its notes for  the purpose of financing the Green
Acre Acquisition and for future expansion; and

     WHEREAS, the parties desire to amend  and  restate  the  Original Note
Purchase Agreement in its entirety pursuant to the terms and conditions  of
this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements  set  forth  in  this  Agreement,  the parties to this Agreement
mutually agree as follows:







                            ARTICLE .."
                            DEFINITIONS

     ..   DEFINED TERMS... DEFINED TERMS."  As  used  herein  the following
terms have the following respective meanings:

     ACQUIRED PROPERTY:  the meaning specified in Section 9.4.

     ADDITIONAL FIXED NOTES:  the meaning specified in Section 2.5.

     ADDITIONAL FLOATING NOTES:  the meaning specified in Section 2.5.

     ADDITIONAL  NOTES:   collectively,  the  Additional  Fixed  Notes  and
Additional Floating Notes, if any.

     ADVERSE ENVIRONMENTAL IMPACT:  the meaning specified in Section 11.1.

     AFFILIATE:  with respect to any Person, (a) any other Person  directly
or indirectly controlling, controlled by or under direct or indirect common
control  with,  such  Person,  or  (b)  any  director,  officer, partner or
employee  of  such  Person.   A  Person shall be deemed to control  another
Person  if such Person possesses, directly  or  indirectly,  the  power  to
direct or  cause the direction of the management and policies of such other
Person, whether  through the ownership of voting securities, by contract or
otherwise.   The term  "control"  shall  mean  the  possession,  direct  or
indirect, of the  power  to direct or cause the direction of the management
and  policies  of  a  Person,  whether  through  the  ownership  of  voting
securities, by contract  or  otherwise,  and shall in any event include the
ownership or power to vote ten percent (10%)  or  more  of  the outstanding
equity interests of such other Person.  For purposes hereof, Archer Daniels
Midland Company ("ADM") shall not be deemed an Affiliate of the  Company so
long as ADM does not own or control more than twenty percent (20%)  of  the
outstanding stock of the Company.

     APPRAISED  VALUE:  The appraised value of the Mortgaged Properties, as
determined by Bryan  A.  Carrell,  MIA, or such other appraiser selected by
Purchasers.

     BANKRUPTCY CODE:  the meaning provided in Section 14.1(f).

     BUSINESS DAY:  any day on which  national  banks  are  open in Dallas,
Texas and Boston, Massachusetts.

     CALLED  PRINCIPAL:   with respect to any Fixed Note, the principal  of
such Fixed Note that is to  be  prepaid  pursuant  to  Section  8.2  or  is
declared  to  be immediately due and payable pursuant to Article 14, as the
context requires.

     CAPITAL  EXPENDITURES:    for  any  period,  expenditures  (including,
without  limitation, the aggregate  amount  of  Capital  Lease  Obligations
incurred during  such  period)  made  by  the  Company or any Subsidiary to
acquire or construct fixed assets, plant and equipment (including renewals,
improvements and replacements, but excluding repairs)  during  such  period
computed in accordance with GAAP.

     CAPITAL  LEASE  OBLIGATIONS:   all  obligations  to  pay rent or other
amounts under a lease of (or other agreement conveying the  right  to  use)
Property  to  the extent such obligations are required to be classified and
accounted for as  a  capital  lease  on a balance sheet under GAAP, and for
purposes of this Agreement, the amount  of  such  obligation  shall  be the
capitalized amount thereof, determined in accordance with GAAP.

     CERTIFICATE:  the meaning specified in Section 4.1(d).

     CLOSING:  the meaning specified in Article 3.

     CLOSING DATE:  the meaning specified in Article 3.

     CODE:   the  Internal  Revenue  Code  of 1986, as amended from time to
time.

     COLLATERAL:  the Mortgaged Properties and  the properties described in
the Financing Statements.

     COLLATERAL   AGREEMENTS:   the  Security  Documents,   the   Financing
Statements, the Receipt  of  Funds, the Certificate and all other documents
and  instruments  that  may  be  executed  or  delivered  hereunder  or  in
connection herewith.

     COMMISSION:   the Securities and  Exchange  Commission  or  any  other
Federal agency at the time administering the Securities Act.

     COMPANY:  Pilgrim's  Pride Corporation, a Delaware corporation, or any
successor thereto by merger, consolidation, or otherwise.

     CONSOLIDATED  INTEREST   EXPENSE:    for  any  period,  the  aggregate
consolidated interest expense of the Company  and the Subsidiaries for such
period,  as  determined  in  accordance  with GAAP (minus,  to  the  extent
included  therein,  any  interest expense not  paid  or  payable  in  cash)
including, without limitation  (and  without  duplication in any instance),
(a) all interest paid on Debt of the Company and  the Subsidiaries, (b) all
commissions,  discounts  and other fees and charges owed  with  respect  to
letters of credit and banker's  acceptances  allocable to or amortized over
such  period,  (c) net costs under Interest Rate  Agreements  and  (d)  the
portion of any amount  payable  under Capital Lease Obligations that is, in
accordance with GAAP, allocable to interest expense.

     CONSOLIDATED NET INCOME:  for  any  period means all amounts which, in
conformity with GAAP, would be included under  net income (or deficit) on a
consolidated income statement of the Company and  the Subsidiaries for such
period, after deducting all operating expenses, provisions  for  all  taxes
and  reserves  (including, but not limited to, reserves for deferred income
taxes), and all other proper deductions, all in conformity with GAAP.

     CONSOLIDATED  WORKING  CAPITAL:   total  Current  Assets  less Current
Liabilities of the Company and its Subsidiaries on a consolidated basis.

     CURRENT  ASSETS:   the  consolidated  assets  of  the Company and  its
Subsidiaries which can be readily converted into cash within  one  year and
all other assets deemed current assets in accordance with GAAP.

     CURRENT LIABILITIES:  Debt, trade payables, accrued expenses and other
obligations  which  must  be  satisfied or have maturities within one year,
including  the  outstanding  balance  of  the  Company's  revolving  credit
facility which may be due and payable within one year.

     DEBT:  (a) indebtedness for  borrowed  money,  including long-term and
short-term debt, obligations and liabilities secured  by  any Lien existing
on  property  owned subject to such Lien, whether or not the  indebtedness,
obligation or liability  secured  thereby  shall have been assumed, and (b)
all  guarantees  given  by  such Person (other than  with  respect  to  the
Company, guarantees of trade payables of Pilgrim's Pride-Mexico).

     DEFAULT RATE:  an amount  equal  to  the  applicable interest rate for
each Note plus two percent (2%), but not to exceed the Highest Lawful Rate.

     DISCOUNTED VALUE:  with respect to the Called  Principal  of any Fixed
Note,  the amount obtained by discounting all Remaining Scheduled  Payments
with respect  to  such Called Principal from their respective scheduled due
dates to the Settlement  Date  with  respect  to  such Called Principal, in
accordance  with  accepted  financial  practice and at  a  discount  factor
(applied  on  a  semiannual basis) equal to  the  Reinvestment  Yield  with
respect to such Called Principal.

     EBITDA:  for  any  period,  shall  mean consolidated net income of the
Company  and  the  Subsidiaries  after  restoring   amounts   deducted  for
depreciation, amortization, interest expense and taxes.

     ELIGIBLE SUBSIDIARY:  any corporation or other legal entity  organized
under the laws of a state of the United States and located entirely  within
the United States and 100% of all equity interests of which is owned by the
Company either directly or through another Eligible Subsidiary.

     ENVIRONMENTAL ACTIVITY:  the meaning specified in Section 11.1.

     ENVIRONMENTAL CERTIFICATE:  the meaning specified in Section 4.1(o).

     ENVIRONMENTAL CONDITION:  the meaning specified in Section 11.1.

     ENVIRONMENTAL DAMAGES:   the meaning specified in Section 11.1.

     ENVIRONMENTAL LAWS:   the meaning specified in Section 11.1.

     ERISA:   the  Employee  Retirement  Income  Security  Act  of 1974, as
amended from time to time.

     EVENT OF DEFAULT:  the meaning specified in Section 14.1.

     EXCHANGE  ACT:   the Securities Exchange Act of 1934, as amended,  and
the rules and regulations  of  the  Commission  thereunder, all as the same
shall be in effect at the time.

     FINANCIAL STATEMENTS:  the meaning specified in Section 5.3.

     FINANCING STATEMENTS:  the meaning specified in Section 4.1(d).

     FISCAL  YEAR:   the  fiscal  year  of  the  Company  for  purposes  of
Article 9.

     FIXED CHARGE COVERAGE RATIO:  the ratio of (A) EBITDA plus total lease
payments relating to non-cancelable operating leases  (other  than payments
under  Capital  Lease  Obligations)  to  (B)  the  sum  of (i) Consolidated
Interest  Expense,  (ii)  total  lease  payments relating to non-cancelable
operating leases (other than Capital Lease  Obligations),  (iii)  principal
payments  due on or scheduled mandatory redemptions of Debt (including  the
Notes) within  one  year, whether or not actually paid and (iv) the current
portion of Capital Lease  Obligations,  all  determined  on  a consolidated
basis for the Company and its Subsidiaries.

     FIXED  NOTES:   the 1997 Fixed-A Note, the 1997 Fixed-B Note  and  any
Additional Fixed Notes.

     FLOATING NOTES:   the  1997 Floating Notes and any Additional Floating
Notes.

     GAAP:  generally accepted accounting principles as set forth from time
to time in the opinions of the  Accounting Principles Board of the American
Institute of Certified Public Accountants  and  statements of the Financial
Accounting Standards Board or in such opinions and statements of such other
entities as shall be approved by a significant segment  of  the  accounting
profession.

     GOVERNMENTAL AUTHORITY:  any nation or government, any state  or other
political  subdivision  thereof, and any agency, department or other entity
exercising executive, legislative,  judicial,  regulatory or administrative
functions of or pertaining to any government.

     GREEN ACRE:  Green Acre Foods, Inc., a Texas corporation.

     GREEN ACRE ACQUISITION:  the acquisition by  the  Company  of  certain
assets  from  Green  Acre,  as  contemplated  by  the  Green  Acre Purchase
Agreement.

     GREEN ACRE NOTES:  collectively, the Green Acre A Note and  the  Green
Acre B Note.

     GREEN  ACRE  A  NOTE:  the Promissory Note dated April 26, 1990 in the
original principal amount  of  $16,000,000  issued  by Green Acre and Green
Acre Farms, Inc. that is being assumed by the Company pursuant to the Green
Acre Acquisition.

     GREEN ACRE B NOTE:  the Promissory Note dated December 11, 1990 in the
original principal amount of $3,300,000 issued by Green Acre and Green Acre
Farms, Inc. that is being assumed by the Company pursuant to the Green Acre
Acquisition.

     GREEN ACRE PURCHASE AGREEMENT:  the Asset Purchase  Agreement dated as
of  February 21, 1997 between the Company and Green Acre, as  delivered  to
Purchasers.

     HAZARDOUS SUBSTANCES:  the meaning specified in Section 11.1.

     HIGHEST LAWFUL RATE:  the meaning specified in Section 16.4.

     INDEMNIFIED PARTY:  the meaning specified in Section 11.2.

     INTEREST  PERIOD:   with  respect  to  the  Floating  Notes,  a period
commencing  (i)  in the case of the initial Interest Period thereunder,  on
the Closing Date (with  respect  to the 1997 Floating Notes) or the date of
issuance thereof (with respect to any Additional Floating Notes) or (ii) in
the case of subsequent Interest Periods thereunder, on the termination date
of the immediately preceding Interest Period applicable thereto in the case
of a rollover to a new Interest Period  in accordance with Section 7.2, and
ending in each case three months, six months  or one year thereafter as the
Company  shall select in accordance with Section  7.2;  provided,  however,
that (A) any  Interest Period that would otherwise end on a day that is not
a LIBOR Business  Day  shall  be  extended  to  the  next  succeeding LIBOR
Business  Day  unless  such  next  succeeding LIBOR Business Day  falls  in
another calendar month, in which case such Interest Period shall end on the
next preceding LIBOR Business Day and  (B)  any  Interest Period that would
otherwise end after the Maturity Date shall end on the Maturity Date.

     INTEREST  RATE  AGREEMENT:   any  interest rate protection  agreement,
interest rate future, interest rate option,  interest  rate  swap, interest
rate  cap  or  other  interest  rate  hedge or arrangement under which  the
Company or any of the Subsidiaries is a party or a beneficiary.

     INTEREST RATE SET WINDOW:  the period  of  time not more than ten (10)
days nor less than five (5) days prior to the commencement of each Interest
Period.

     INVESTMENT:  any direct or indirect purchase or other acquisition by a
Person of stock or other securities of any other  Person,  or any direct or
indirect  loan,  advance or capital contribution by a Person to  any  other
Person, including  all indebtedness and accounts receivable from such other
Person that did not  arise  from sales to such other Person in the ordinary
course of business.

     LAW:  the meaning specified in Section 11.4(c).

     LIBOR BUSINESS DAY:  a Business  Day  on which dealings in dollars are
carried out in the London interbank eurodollar market.

     LIBOR PREMIUM:  with respect to any Floating  Note,  a  premium of (i)
three  percent  (3%)  of  the  principal  amount prepaid, if the prepayment
occurs  on  or  before the date that is two years  following  the  date  of
issuance of such  Floating  Note,  (ii)  two  percent (2%) of the principal
amount prepaid, if the prepayment occurs after  the  date that is two years
following and on or before the date that is three years  following the date
of  issuance  of  such  Floating  Note, and (iii) one percent (1%)  of  the
principal amount prepaid, if the prepayment  occurs  after the date that is
three  years  following  and  on  or  before  the date that is  four  years
following the date of issuance of such Floating Note.

     LIBOR  RATE:   for any Interest Period in effect  under  the  Floating
Notes, the rate announced in THE WALL STREET JOURNAL (Northeast Edition) as
the London Interbank  Offered  Rates  (LIBOR) for a period of corresponding
duration.

     LIEN:   with  respect to any Property,  any  mortgage,  lien,  pledge,
charge, security interest  or  encumbrance  of  any kind in respect of such
Property.  For purposes of this Agreement, a Person shall be deemed to own,
subject to a Lien, any Property that it has acquired  or  holds  subject to
the  interest  of  a vendor or lessor under any conditional sale agreement,
capital lease or other  title  retention agreement (other than an operating
lease) relating to such Property.

     MAKE-WHOLE PREMIUM:  with respect  to  any  Fixed  Note (including any
Floating Note that becomes a Fixed Note pursuant to the Company's  election
to  fix  the  interest  rate thereunder in accordance with Section 7.3),  a
premium equal to the excess,  if any, of the Discounted Value of the Called
Principal of such Fixed Note over the sum of (i) such Called Principal plus
(ii)  interest  accrued thereon as  of  (including  interest  due  on)  the
Settlement Date with  respect  to  such  Called  Principal.  The Make-Whole
Premium shall in no event be less than zero.

     MATERIAL ADVERSE EFFECT:  a material adverse  effect  on the business,
operations, affairs, condition, properties or prospects of the  Company, or
the  ability  of the Company to perform its obligations hereunder or  under
the Collateral Agreements.

     MATURITY DATE:   February  28,  2006  or March 1, 2003, as provided in
Sections 7.4 and 8.1(f) or  such earlier date  upon  which  the maturity of
the Notes is accelerated pursuant to Section 14.2.

     MOODY'S:  Moody's Investors Services, Inc.

     MORTGAGED  PROPERTIES:   the  aggregate  of  all  properties  pledged,
conveyed and encumbered under or pursuant to the Security Documents.

     NET TANGIBLE ASSETS:  total consolidated assets of the Company and its
Subsidiaries  less  consolidated  intangible assets of the Company and  its
Subsidiaries such as goodwill, patents  and similar assets that would be of
an intangible nature in accordance with GAAP.

     1997 FIXED-A NOTE:  the meaning specified in Section 2.2.

     1997 FIXED-B NOTE:  the meaning specified in Section 2.2.

     1997 FLOATING NOTES:  the meaning specified in Section 2.3.

     1996  NOTE:   the Company's 7.21% Fixed  Rate  Note  in  the  original
principal amount of  $50,000,000 issued to Hancock pursuant to the Original
Note Purchase Agreement.

     1997 NOTES:  collectively,  the  1997  Fixed-A  Note, the 1997 Fixed-B
Note and the 1997 Floating Notes.

     NOTES:  collectively, the 1996 Note, the 1997 Notes and the Additional
Notes, if any.

     OFFICERS' CERTIFICATE:  a certificate executed by  the Chief Financial
Officer of the Company.

     ORIGINAL  SECURITY  DOCUMENTS:  the Texas Deed of Trust  and  Security
Agreement, the Arkansas Mortgage  and Security Agreement and the Assignment
of Leases, each dated February 15,  1996,  that were executed and delivered
by the Company pursuant to the Original Note Purchase Agreement.

     PBGC:  the Pension Benefit Guaranty Corporation  or  any  governmental
authority succeeding to any of its functions.

     PAYMENT DATE:  the first day of each calendar month, but if  such  day
is not a Business Day, the first Business Day of such month.

     PERMITTED  EXCEPTIONS:   those  Liens  permitted  under  the  Security
Documents.

     PERMITTED  INVESTMENTS:   (a) direct obligations of the United States,
or of any agency thereof, or obligations  guaranteed  as  to  principal and
interest  by  the  United States, or of any agency thereof, in either  case
maturing not more than  one  year from the date of acquisition thereof; (b)
direct  obligations  issued by any  state  of  the  United  States  or  any
political subdivision  of  any  such  state  or  any public instrumentality
thereof maturing within one year from the date of  the  acquisition thereof
and, at the time of such acquisition, having the highest  rating obtainable
from either S&P or Moody's; (c) certificates of deposit issued  by any bank
or trust company organized under the laws of the United States or any state
thereof  and  having  capital,  surplus  and  undivided profits of at least
$50,000,000, maturing not more than six months from the date of acquisition
thereof; (d) commercial paper rated A-1 or better  or  P-1 or better by S&P
or Moody's, respectively, maturing not more than six months  from  the date
of  acquisition thereof; and (e) Eurodollar time deposits having a maturity
of less than six months purchased directly from any such bank (whether such
deposit  is  with  such  bank or any other such bank).  Notwithstanding the
foregoing, the Company shall  be  permitted to have collected balances with
First State Bank of Pittsburg, Pittsburg, Texas, in an amount not to exceed
at any time 80% of such Bank's capital base.

     PERSON:    a   corporation,   an  association,   a   partnership,   an
organization,  a  business,  an  individual,   a  government  or  political
subdivision thereof or a governmental agency.

     PILGRIM'S  PRIDE-MEXICO:   Pilgrim's Pride S.A.  de  C.V.,  a  Mexican
corporation and a wholly owned subsidiary of the Company.

     PLAN:  an "employee pension  benefit plan" (as defined in Section 3(2)
of  ERISA)  that is or has been established  or  maintained,  or  to  which
contributions  are  or  have  been  made,  by  the  Company  or  any of the
Subsidiaries  or  any  Related  Person  with respect to any of them, or  an
employee  pension  benefit plan as to which  the  Company  or  any  of  the
Subsidiaries or any  Related  Person  with respect to any of them, would be
treated as a contributory sponsor under Section 4069 of ERISA if it were to
be terminated.

     POTENTIAL EVENT OF DEFAULT:  a default  that,  with notice or lapse of
time or both, becomes an Event of Default.

     PREMIUM:  a LIBOR Premium or a Make-Whole Premium, as the case may be.

     PROPERTY:   any  right  or  interest  in or to property  of  any  kind
whatsoever, whether real, personal (including, without limitation, cash) or
mixed and whether tangible or intangible.

     PURCHASERS:  Hancock and Signature and their respective successors and
assigns.

     RECEIPT OF FUNDS:  the meaning specified in Section 4.1(d).

     REINVESTMENT YIELD:  with respect to the Called Principal of any Fixed
Note, the yield to maturity implied by (a) the yields reported, as of 10:00
a.m. (New York City time) on the Business Day next preceding the Settlement
Date with respect to such Called Principal,  on  the  display designated as
"Page 5" on the Telerate Service (or such other display as may replace Page
5  on  the  Telerate Service) for actively traded U.S. Treasury  securities
having a maturity  equal  to the Remaining Life of such Called Principal as
of such Settlement Date, plus  100 basis points or (b) if such yields shall
not be reported as of such time  or  the  yields  reported  as of such time
shall  not  be ascertainable, the Treasury Constant Maturity Series  yields
reported, for  the  latest  day  for  which  such yields shall have been so
reported as of the Business Day next preceding  the  Settlement  Date  with
respect  to  such  Called Principal, in Federal Reserve Statistical Release
H.15 (519) (or any comparable  successor  publication)  for actively traded
U.S. Treasury securities having a constant maturity equal  to the Remaining
Life  of such Called Principal as of such Settlement Date, plus  100  basis
points.   Such  implied  yield  shall  be  determined, if necessary, by (x)
converting  U.S.  Treasury  bill quotations to  bond-equivalent  yields  in
accordance with accepted financial  practice and (y) interpolating linearly
between reported yields.

     RELATED PERSON:  as to any Person, either (a) any corporation or trade
or business that is a member of the same  controlled  group of corporations
(within  the  meaning  of  Section 414(b) of the Code) as such  Person,  or
(b) is under common control  (within  the  meaning of Section 414(c) of the
Code) with such Person, or (c) is a member of  any affiliated service group
(within  the  meaning  of Section 414(m) of the Code)  that  includes  such
Person, or (d) is otherwise  treated  as  part of the controlled group that
includes such Person (within the meaning of Section 414(o) of the Code).

     RELEASE:  the meaning specified in Section 11.1.

     REMAINING LIFE:  with respect to the Called  Principal  of  any  Fixed
Note, the number of years (calculated to the nearest one-twelfth year) that
will  elapse  between  the  Settlement  Date  with  respect  to such Called
Principal and the scheduled due date of such Remaining Scheduled Payment.

     REMAINING SCHEDULED PAYMENTS:  with respect to the Called Principal of
any Fixed Note, all payments of such Called Principal and interest  thereon
that  would  be  due  on  or after the Settlement Date with respect to such
Called Principal if no payment  of such Called Principal were made prior to
its scheduled due date.

     REPORTABLE QUANTITY:  the meaning specified in Section 11.1

     RESPONSIBLE  OFFICER:  the Executive  President,  the  Secretary,  the
Treasurer, the Chief  Executive Officer, the Chief Operating Officer or the
Chief Financial Officer of the Company.

     S&P:  Standard & Poor's Ratings Group, a division of McGraw-Hill, Inc.

     SCHEDULE  OF  INFORMATION   FOR  PAYMENT  AND  NOTICES:   the  meaning
specified in Article 13.

     SECURED DEBT:  all indebtedness  for  borrowed money or evidenced by a
bond, debenture, note or similar evidence of indebtedness, which is secured
by a Lien on any assets of the Company or any  Subsidiary  or any shares of
stock or Debt of any Subsidiary.

     SECURITIES  ACT:   the  Securities  Act  of 1933, as amended,  or  any
similar Federal statute, and the rules and regulations  of  the  Commission
thereunder, all as the same shall be in effect at the time.

     SECURITY DOCUMENTS:  the Original Security Documents and the documents
delivered pursuant to clauses (i), (ii), and (iii) of Section 4.1(d).

     SETTLEMENT  DATE:   with respect to the Called Principal of any  Fixed
Note, the date on which such  Called Principal is to be prepaid pursuant to
Section 8.2 or is declared to be  immediately  due  and payable pursuant to
Article 14.

     SPECIAL   COUNSEL:    Locke  Purnell  Rain  Harrell  (A   Professional
Corporation), as special counsel  to  Purchasers  in  connection  with this
Agreement.

     STOCK:   all  shares, options, warrants, interests, participations  or
other equity equivalents (regardless of how designated) of a corporation or
equivalent  entity  whether   voting   or   nonvoting,  including,  without
limitation, common stock, preferred stock, or  any  other "equity security"
(as  such  term  is  defined  in  Rule  3(a)11-1 of the General  Rules  and
Regulations promulgated by the Commission under the Exchange Act).

     SUBORDINATED DEBT:  all Debt of the  Company  that  by  its  terms  is
subordinated to any other Debt.

     SUBSIDIARY:  any corporation or other entity of which more than 50% of
the  outstanding  voting  shares  are  at  the  time owned (either alone or
through  Subsidiaries  or together with Subsidiaries)  by  the  Company  or
another Subsidiary.

     TOTAL LIABILITIES:   total consolidated liabilities of the Company and
its Subsidiaries as shown on  its  annual audited balance sheet, determined
in accordance with GAAP.

     UNFUNDED CURRENT LIABILITY:  as  to  any  Plan, the amount, if any, by
which the actuarial present value of the accumulated  plan  benefits  under
the  Plan  as  of  the  close  of  its most recent plan year, determined in
accordance with Statement of Financial  Accounting  Standards No. 35, based
upon  the  actuarial  assumptions used by the Plan's actuary  in  the  most
recent annual valuation  of  the Plan, exceeds the fair market value of the
assets allocable thereto, determined  in accordance with Section 412 of the
Code.

     WELFARE  PLAN:   an  employee welfare  benefit  plan  (as  defined  in
Section  3(1)  of  ERISA)  or  a   group   health   plan   (as  defined  in
Section  4980B(g)(2)  of  the  Code)  which  is or has been established  or
maintained, or to which contributions are or have been made, by the Company
or any of the Subsidiaries or any Related Person  with  respect  to  any of
them.

     ..   MISCELLANEOUS...   MISCELLANEOUS."    References   herein  to  an
"Exhibit"  or  "Schedule"  are, unless otherwise specified, to one  of  the
exhibits or schedules attached  to this Agreement, and references herein to
a "Section" are, unless otherwise specified, to one of the Sections of this
Agreement.   As  used  in this Agreement,  the  words  "herein,"  "hereof,"
"hereby," and "hereunder" refer to this Agreement as a whole and not to any
particular Section or subdivision  of this Agreement.  References herein to
masculine or neuter are construed to include masculine, feminine or neuter,
where applicable, and references herein  to  singular include plural and to
plural include singular, where applicable.


                            ARTICLE .."
                             THE NOTES

     ..   ISSUANCE OF 1996 NOTE... ISSUANCE OF  1996  NOTE."   The  Company
previously  issued  and  sold  to  Hancock  $50,000,000 aggregate principal
amount of its 7.21% Fixed Rate Note pursuant  to the Original Note Purchase
Agreement.   The  1996  Note  shall  continue  to  remain   outstanding  in
accordance  with  the terms of this Agreement and shall be payable  as  set
forth in Articles 7 and 8 hereof.

     ..   AUTHORIZATION  OF  1997  FIXED-A  NOTE  AND  1997 FIXED-B NOTE...
AUTHORIZATION OF 1997 FIXED-A NOTE AND 1997 FIXED-B NOTE."   In  connection
with the Green Acre Acquisition, the Company assumed from Green Acre Foods,
Inc.  the Green Acre Notes.  The Company has authorized the issue and  sale
of (i)  $5,624,071.72  aggregate  principal  amount of its 9.39% Fixed Rate
Note (together with all notes issued in substitution  or  exchange therefor
pursuant  to  Article  12,  the  "1997  Fixed-A Note") in modification  and
renewal  of  (and  not  a  novation  of)  the  Green   Acre   A   Note  and
(ii) $1,614,122.43 aggregate principal amount of its 9.45% Fixed Rate  Note
(together  with  all  notes  issued  in  substitution  or exchange therefor
pursuant  to  Article  12,  (the  "1997 Fixed-B Note") in modification  and
renewal of (and not a novation of) the Green Acre B Note.  Each of the 1997
Fixed-A Note and the 1997 Fixed-B Note  will  bear  interest  on the unpaid
principal  balance thereof from the date of the Note as prescribed  herein,
payable as set  forth in Articles 7 and 8, will mature on February 28, 2006
and will be substantially in the form of EXHIBIT A-1.

     ..   AUTHORIZATION  OF  1997  FLOATING  NOTES... AUTHORIZATION OF 1997
FLOATING  NOTES."   The  Company  has  authorized the  issue  and  sale  of
$12,761,805 aggregate principal amount of its Floating Rate Notes (together
with  all notes issued in substitution or  exchange  therefor  pursuant  to
Article  12,  the  "1997  Floating Notes") pursuant to this Agreement.  The
1997 Floating Notes will bear  interest  on  the  unpaid  principal balance
thereof  from the date of such Notes as prescribed herein, payable  as  set
forth in Articles  7  and  8,  will mature on February 28, 2006 and will be
substantially in the form of EXHIBIT A-2.

     ..   SALE AND PURCHASE OF 1997  NOTES...  SALE  AND  PURCHASE  OF 1997
NOTES."  The Company will issue and sell to Purchasers and, subject to  the
terms  and  conditions  hereof,  at  the Closing provided for in Article 3,
(i) Hancock will accept the 1997 Fixed-A  Note  and  1997  Fixed-B  Note in
modification  and renewal of the Green Acre Notes and (ii) Purchasers  will
purchase from the  Company,  $12,761,805  aggregate principal amount of the
1997 Floating Notes in the proportions indicated  on  SCHEDULE  I  attached
hereto.

     ..   SALE  AND  PURCHASE  OF ADDITIONAL NOTES... SALE AND PURCHASE  OF
ADDITIONAL NOTES."

          ()   The Company has authorized  the  issue and sale from time to
     time of up to an additional $15,000,000 of its  notes,  consisting  of
     fixed  rate  notes  (together with all notes issued in substitution or
     exchange  therefor pursuant  to  Article  12,  the  "Additional  Fixed
     Notes") and  floating  rate  notes  (together with all notes issued in
     substitution  or  exchange  therefor  pursuant   to  Article  12,  the
     "Additional  Floating  Notes")  pursuant  to  this  Agreement.    Each
     Additional Note will be in the amount of $5,000,000 (or at Purchasers'
     option,  such  smaller  denominations  that  in  the  aggregate  equal
     $5,000,000),  will  bear  interest  on  the  unpaid  principal balance
     thereof from the date of the Note as prescribed herein, payable as set
     forth in Articles 7 and 8, will mature on February 28,  2006  and will
     be substantially in the form of EXHIBIT A-1 (in the case of Additional
     Fixed  Notes)  or  EXHIBIT  A-2  (in  the  case of Additional Floating
     Notes).

          ()   The Company shall give Purchasers  not  less  than  ten (10)
     Business Days prior written notice of its intent to issue and sell  to
     Purchasers  an  Additional  Note, which at the Company's option may be
     either an Additional Fixed Note  or an Additional Floating Note.  Each
     Additional Note shall be in the amount  of  $5,000,000  (or  allocated
     between  Purchasers  as  they direct).  Each Additional Note shall  be
     issued and sold prior to April 1, 1999.


                            ARTICLE .."
                              CLOSING

     The  closing  of  the  sale of  the  1997  Notes  to  Purchasers  (the
"Closing") shall take place at the offices of Locke Purnell Rain Harrell (A
Professional Corporation), 2200  Ross  Avenue,  Suite  2200,  Dallas, Texas
75201,  at  10:00 a.m. Dallas, Texas time (with funding to occur  no  later
than 12:00 p.m.  Eastern  time),  on  such date as the parties may mutually
agree (the "Closing Date").  At the Closing,  the  Company  will deliver to
each  Purchaser  the  1997 Notes in the form of a single Note or  Notes  as
prescribed by each such Purchaser, dated the Closing Date and registered in
such Purchaser's name (or  the  name  of  its nominee), against delivery by
such  Purchaser  to  the  Company of immediately  available  funds  in  the
aggregate amount of the purchase  price  therefor  in  the case of the 1997
Floating Notes.


                            ARTICLE .."
                       CONDITIONS TO CLOSING

     ..   CONDITIONS TO PURCHASE OF 1997 NOTES.. CONDITIONS  TO PURCHASE OF
1997 NOTES".  Hancock's obligation to accept the 1997 Fixed-A  Note and the
1997 Fixed-B Note in modification and renewal of the Green Acre  Notes  and
each  Purchaser's obligation to purchase the 1997 Floating Notes is subject
to the  fulfillment  to  such  Purchaser's satisfaction, at or prior to the
Closing, of the following conditions:

          ()   OPINION  OF  COUNSEL.   Purchaser  shall  have  received  an
     opinion, dated the Closing Date and satisfactory in form and substance
     to Purchaser, from (i) Godwin  &  Carlton, A Professional Corporation,
     counsel  for  the  Company,  and (ii) Special  Counsel  covering  such
     matters relevant to the transactions  contemplated hereby as Purchaser
     may reasonably request.

          ()   REPRESENTATIONS,    WARRANTIES    AND     COVENANTS.     The
     representations  and  warranties  of  the  Company contained  in  this
     Agreement shall be true and correct at the time  of Closing as if made
     at and as of such time, and the Company shall have  complied  with all
     agreements  and  covenants  hereunder required to be performed by  the
     Company on or prior to the time of Closing.

          ()   NOTES.  The 1997 Notes  (with  appropriate insertions) to be
     issued to and accepted by Purchaser, shall  have been duly executed by
     the Company and delivered to Purchaser and shall  be in full force and
     effect  and  no  term  or condition thereof shall have  been  amended,
     modified or waived, except with the prior written consent of Purchaser
     and the Company.

          ()   COLLATERAL AGREEMENTS.

                ()  The  Texas   Deed   of  Trust  and  Security  Agreement
          substantially  in the form of EXHIBIT  B  shall  have  been  duly
          executed  and  delivered  by  the  Company  for  the  benefit  of
          Purchaser and the  registered  holders  from  time to time of the
          Notes, the beneficiary named in the Security Documents  and shall
          be in full force and effect.

                ()  Amendments to the Original Security Documents (in which
          the  1997  Notes and the Additional Notes are added as additional
          obligations  to be secured under the Original Security Documents)
          shall have been  duly  executed  and delivered by the Company for
          the benefit of Purchaser and the registered  holders from time to
          time of the Notes and shall be in full force and effect.

                ()  UCC-1 Financing Statements (the "Financing Statements")
          shall have been duly executed and delivered by the Company.

                ()  A  Receipt  of  Funds,  substantially in  the  form  of
          EXHIBIT C (the "Receipt of Funds"), shall have been duly executed
          and  delivered by the Company and shall  be  in  full  force  and
          effect.

                ()  A  certificate,  substantially in the form of EXHIBIT D
          (the "Certificate"), shall have  been duly executed and delivered
          by the Company and shall be in full force and effect.

          ()   RECORDINGS,  FILINGS  AND PRIORITY.   Except  as  waived  in
     writing by Purchaser, all recordings and filings of or with respect to
     the Security Documents and the Financing  Statements  shall  have been
     duly  made and all other instruments relating thereto shall have  been
     duly executed,  delivered and recorded or filed, in all such places as
     may be required by  law, or as may be deemed necessary or desirable by
     Special Counsel, in order  to establish, protect and perfect as of the
     Closing  Date the interests and  rights  (and  the  priority  thereof)
     created or  intended  to be created thereby.  The Lien of the Security
     Documents and Financing  Statements  shall  constitute a first Lien of
     record  on and a first security interest of record  in  the  Mortgaged
     Properties, subject only to the Permitted Exceptions.

          ()   TITLE  INSURANCE;  SURVEY.   Purchaser  shall  have received
     (i)  a  mortgagee  policy  of  title  insurance  with  respect to  the
     Mortgaged  Properties in the form promulgated in the State  of  Texas,
     issued by a  title underwriter acceptable to Purchaser, and containing
     affirmative coverages  and  reinsurance  arrangements  and  agreements
     satisfactory  in  form and substance to Purchaser and Special Counsel,
     insuring  in  the amount  of  approximately  $35,000,000,  Purchaser's
     interest under  the  Security Documents as the holder of a valid first
     lien of record on the  Mortgaged  Properties or, in the case of leased
     properties, a valid first Lien on the  Company's  leasehold  interest,
     subject  only to the Permitted Exceptions, containing no exception  as
     to creditors'  rights, and containing affirmative zoning endorsements,
     affirmative  coverage   as  to  claims  and  liens  of  mechanics  and
     materialmen, affirmative  endorsements  as  to  claims relating to the
     environmental conditions of the Mortgaged Properties,  and  such other
     affirmative conditions and coverages as are available and as Purchaser
     may  request, all satisfactory in substance and form to Purchaser  and
     Special  Counsel;  (ii) reports of Uniform Commercial Code searches in
     the Uniform Commercial  Code central filing office of the Secretary of
     State of Texas issued by  the  State of Texas, and such other evidence
     concerning  Uniform  Commercial  Code   filings  as  is  requested  by
     Purchaser, in each case reasonably satisfactory  in form and substance
     to Purchaser and Special Counsel; (iii) a report of a tax and judgment
     lien  search  in  the  recording  district of each county  or  similar
     jurisdiction  where  each  of  the Mortgaged  Properties  is  located,
     satisfactory in form and substance  to  Purchaser and Special Counsel;
     and (iv) surveys of each part of the Mortgaged Properties as Purchaser
     shall  approve  in accordance with ALTA/ACSM  Class  A  standards  and
     certificates.

          ()   COMPLIANCE  WITH  SECURITIES LAWS.  The offering and sale of
     the 1997 Notes to be issued at  the  Closing  shall have complied with
     all applicable requirements of federal and state  securities laws, and
     Purchaser shall have received evidence thereof reasonably satisfactory
     to Purchaser and Special Counsel.

          ()   PROCEEDINGS   AND  DOCUMENTS.   All  corporate   and   other
     proceedings in connection  with  the  transactions contemplated hereby
     and all documents and instruments incident  to such transactions shall
     be  reasonably  satisfactory  to  Purchaser and Special  Counsel,  and
     Purchaser and Special Counsel shall have received an original executed
     counterpart  of  this  Agreement,  and   all  such  other  counterpart
     originals or certified or other copies of  such documents as Purchaser
     or Special Counsel may reasonably request.

          ()   NO EVENT OF DEFAULT OR POTENTIAL EVENT  OF  DEFAULT.   There
     shall   not   exist   and,   upon  consummation  of  the  transactions
     contemplated hereby, there shall  not  exist  any  Event of Default or
     Potential Event of Default.

          ()   PAYMENT OF CLOSING FEES.  The Company shall  have  paid  the
     reasonable  fees,  expenses  and  disbursements of Special Counsel and
     special local counsel that are reflected in statements of such counsel
     rendered prior to or on the Closing  Date,  without  limitation on the
     Company's  obligation to pay any additional fees and disbursements  of
     all such counsel pursuant to Article 15.

          ()   ORIGINAL   DOCUMENTS.   Purchaser  shall  have  received  an
     original executed counterpart  of  the  Notes, the Security Documents,
     the Financing Statements, the Receipt of  Funds,  the Certificate, and
     the   title   insurance   policies   and   surveys   referred  to   in
     Section 4.1(f).

          ()   LOAN  TO  APPRAISED  VALUES.   The  Appraised Value  of  the
     Mortgaged Properties shall be not less than $114,000,000.

          ()   INSURANCE.   Purchaser  shall  have  received   certificates
     reasonably  satisfactory  to  Purchaser  as  to,  or  copies  of,  all
     insurance policies required by the Security Documents.

          ()   DUE  DILIGENCE.   The results of any due diligence review of
     the  Company and the Subsidiaries  and  their  respective  Properties,
     businesses,  operations,  affairs,  results  of  operations, financial
     condition and prospects and the proposed organizational, legal and tax
     aspects of the proposed transactions, performed by  or  on  behalf  of
     Purchaser  shall  be  reasonably satisfactory to Purchaser and Special
     Counsel.

          ()   ENVIRONMENTAL  MATTERS.  The Company shall have delivered to
     Purchaser  a  Phase  I  environmental   assessment   (either  recently
     completed at the request of Purchaser or previously completed  for the
     Company  or to be completed together with updated reports with respect
     thereto),  addressed to Purchaser, in form and substance acceptable to
     Purchaser and  prepared  by  Law Engineering, Inc. (the "Environmental
     Certificate"), to the effect that,  except  as  otherwise disclosed in
     writing, (i) all current activities at the Mortgaged  Properties  that
     are acquired in the Green Acre Acquisition comply in all respects with
     applicable  requirements of any governmental authority relating to air
     or  water pollution,  hazardous  substance  or  waste  management  and
     disposal,  or other Environmental Laws, and (ii) none of the Mortgaged
     Properties that are acquired in the Green Acre Acquisition is impacted
     by  Hazardous   Substances   in   any   respect   that  would  require
     investigation, reporting, monitoring, cleanup or other  response under
     current law.

          ()   GUARANTY.    Purchaser   shall   have  received  a  Guaranty
     Agreement  substantially  in  the  form  of  EXHIBIT  E,  executed  by
     Lonnie A. Pilgrim with respect to the Company's  obligations under the
     Notes.

     ..   CONDITIONS  TO  PURCHASE  OF  ADDITIONAL  NOTES..  CONDITIONS  TO
PURCHASE  OF  ADDITIONAL NOTES".  Each Purchaser's obligation  to  purchase
each  Additional   Note  is  subject  to  the  fulfillment  to  Purchaser's
satisfaction prior to  each  such  purchase  of  an Additional Note, of the
following conditions:

          ()   REPRESENTATIONS,    WARRANTIES    AND    COVENANTS.      The
     representations  and  warranties  of  the  Company  contained  in this
     Agreement  shall  be  true and correct at the time of the purchase  of
     each Additional Note, as  if  made  at  and  as  of such time, and the
     Company  shall  have  complied  with  all  agreements  and   covenants
     hereunder required to be performed at or prior to the purchase of such
     Additional Note.

          ()   NOTES.   The  Additional Note, in the form and substance  of
     EXHIBIT A-1 (in the case  of  an Additional Fixed Note) or EXHIBIT A-2
     (in  the  case  of  an  Additional Floating  Note)  (with  appropriate
     insertions) to be issued to and accepted by Purchaser, shall have been
     duly executed and delivered  to  Purchaser by the Company and shall be
     in full force and effect and no term  or  condition thereof shall have
     been  amended,  modified  or  waived, except with  the  prior  written
     consent of Purchaser and the Company.

          ()   COMPLIANCE WITH SECURITIES  LAWS.   The offering and sale of
     each  Additional  Note  to  be  issued  shall have complied  with  all
     applicable  requirements  of federal and state  securities  laws,  and
     Purchaser shall have received evidence thereof reasonably satisfactory
     to Purchaser and Special Counsel.

          ()   NO EVENT OF DEFAULT  OR  POTENTIAL  EVENT OF DEFAULT.  There
     shall   not   exist   and,   upon  consummation  of  the  transactions
     contemplated hereby, there shall  not  exist  any  Event of Default or
     Potential Event of Default.

          ()   EVIDENCE OF EXPANSION EXPENDITURES.  The Company  shall have
     provided    documentation   satisfactory   to   Purchaser   evidencing
     expenditures  made  by  the Company in an aggregate amount of not less
     than  $5,000,000 (exclusive  of  expenditures  made  with  respect  to
     previously issued Notes) for expansion of the Company's facilities.


                            ARTICLE .."
      REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY

     The Company represents and warrants to Purchasers as follows:

     ..   ORGANIZATION,  STANDING, ETC.. ORGANIZATION, STANDING, ETC".  The
Company is a corporation duly  organized,  validly  existing  and  in  good
standing  under  the  laws  of  the State of Delaware and has all requisite
power and authority (i) to own and operate its properties, (ii) to carry on
its business as now conducted and  as  proposed  to  be conducted, (iii) to
enter into this Agreement, the Security Documents and  each  of  the  other
Collateral  Agreements,  (iv) to issue and sell the Notes, and (v) to carry
out the terms of this Agreement, the Notes, the Security Documents and each
of  the  other  Collateral Agreements.   This  Agreement,  the  Notes,  the
Security Documents  and  the  other  Collateral  Agreements  have been duly
executed and delivered and are valid and binding agreements of the Company,
enforceable in accordance with their terms, except as enforceability may be
subject  to  and  limited  by  applicable  principles  of  equity  and   by
bankruptcy,  reorganization,  moratorium,  insolvency or other similar laws
from time-to-time in effect affecting the enforcement  of creditors' rights
generally.

     ..   QUALIFICATION... QUALIFICATION."  The Company  is  duly qualified
and in good standing as a foreign corporation authorized to do  business in
each jurisdiction in which the nature of its activities or the character of
the  properties it owns or leases makes such qualification necessary.   Set
forth  on  SCHEDULE 5.2 is a list of each jurisdiction in which the Company
owns  Property   or   otherwise   conducts   business,   other  than  those
jurisdictions  where  the  failure  to  qualify would not have  a  Material
Adverse Effect.

     ..   BUSINESS  AND  FINANCIAL  STATEMENTS...  BUSINESS  AND  FINANCIAL
STATEMENTS."  The Company has delivered  to  Purchasers  true, complete and
correct  copies of the Company's audited consolidated financial  statements
for the Fiscal  Year  ended September 30, 1996, and the unaudited financial
statements for the three  months ended December 30, 1996 (collectively, the
"Financial Statements").  The  Financial  Statements  have been prepared in
accordance  with  GAAP  (except  that  the  unaudited financial  statements
contain no footnotes) applied on a consistent  basis throughout the periods
specified  and  present fairly the historical financial  positions  of  the
Company  as  of  the  respective  dates  and  for  the  respective  periods
specified.

     ..   ADVERSE  CHANGES... ADVERSE CHANGES."  There has been no Material
Adverse Effect on the Company since September 30, 1996.

     ..   TAX RETURNS  AND  PAYMENTS...  TAX  RETURNS  AND  PAYMENTS."  The
Company is a corporation subject to United States federal income  taxation.
The Company has timely and accurately filed all tax returns required by law
to  be  filed  by  it  and  has  paid  all  taxes,  assessments  and  other
governmental  charges  levied  upon  it  or  any of its properties, assets,
income or franchises that are due and payable,  other  than those presently
being  contested  in  good  faith  by  appropriate  proceedings  diligently
conducted for which such reserves and other appropriate  provision  as  are
required  by GAAP have been made.  There are no material tax Liens upon any
of the assets of the Company except for statutory liens in respect of taxes
or assessments  the payment of which is not yet delinquent.  If the Company
is  contesting  any   such  tax  or  assessment  in  accordance  with  this
Section 5.5, the Company  has  disclosed  to  Purchasers,  in  writing, the
nature and extent of such contest.

     ..   DEBT...  DEBT."   Other  than  the  Notes  and  the  indebtedness
disclosed  in  the  Financial Statements or as listed on SCHEDULE 5.6,  the
Company has no secured  or  unsecured  Debt  outstanding.   Other  than  as
provided  in  this  Agreement  and  the  Collateral  Agreements,  or in the
instruments  or  agreements  listed  on  SCHEDULE  5.6,  no  instrument  or
agreement applicable to or binding on the Company contains any restrictions
on the incurrence by the Company of any Debt.

     ..   TITLE  TO PROPERTIES AND ASSETS; LIENS... TITLE TO PROPERTIES AND
ASSETS; LIENS."  The  Company  has good and marketable fee title to all the
real property purported to be owned  by it and good and marketable title to
all other property and assets purported  to  be owned by it, free and clear
of all Liens, except for Liens and other matters  that constitute Permitted
Exceptions.   At  the  time of the Closing and upon giving  effect  to  the
transactions contemplated  hereby, and except for the Permitted Exceptions,
(a) no currently effective financing statement under the Uniform Commercial
Code that names the Company  as  debtor  or  lessee  will be on file in any
jurisdiction in which the Company owns or leases real  or personal property
or  in  which  the  inventory  of  the Company is located or in  any  other
jurisdiction, (b) neither the Company  nor  any  Subsidiary  has signed any
currently effective financing statement or any currently effective security
agreement  authorizing  any  secured  party  thereunder  to  file any  such
financing statement, except (i) as required to perfect the Liens created by
the  Collateral  Agreements,  (ii) as listed on SCHEDULE 5.7, or  (iii)  as
evidenced  by  any  Permitted Exception,  and  (c)  the  personal  property
comprising any portion of the Mortgaged Properties is free and clear of any
and all purchase money security interests and other Liens.

     ..   LITIGATION...  LITIGATION."  Except as set forth on SCHEDULE 5.8,
there is no action, proceeding  or  investigation  pending  or, to the best
knowledge  of the Company, threatened (or any basis therefor known  to  the
Company) against  the  Company  or  any of its Subsidiaries or any of their
respective Properties which is not adequately  covered  by insurance, which
if adversely determined, could have a Material Adverse Effect.

     ..   COMPLIANCE   WITH   COLLATERAL   AGREEMENTS...  COMPLIANCE   WITH
COLLATERAL  AGREEMENTS."  The Company has performed  and  complied  in  all
material respects with every term, covenant, condition and provision of the
Collateral Agreements to be performed or complied with by the Company on or
prior to the  date  hereof, every representation or warranty of the Company
contained in the Collateral  Agreements is true and correct in all material
respects on and as of the date  hereof,  and no default or Event of Default
(as any such term may be defined in the Collateral Agreements) has occurred
and is continuing (without regard to any applicable  cure period) under the
Collateral Agreements.

     ..   COMPLIANCE  WITH  OTHER  INSTRUMENTS...  COMPLIANCE   WITH  OTHER
INSTRUMENTS."   The  Company  (a)  is  not in violation of any term of  any
agreement or instrument to which it is a  party or by which it is bound, or
of any applicable law, ordinance, rule or regulation  of  any  governmental
authority,  or  of  any applicable order, judgment or decree of any  court,
arbitrator or governmental  authority  (including,  without limitation, any
such law, ordinance, rule, regulation, order, judgment  or  decree relating
to environmental protection or pollution control, occupational  health  and
safety  standards  and  controls,  consumer  protection or equal employment
practice requirements), the consequence of any  of  which violations would,
with reasonable probability, result in a Material Adverse  Effect;  and (b)
is  not  in  violation  of  any term of its Certificate of Incorporation or
Bylaws.  Neither the execution, delivery and performance of this Agreement,
any  Collateral  Agreement, or  the  Notes  nor  the  consummation  of  the
transactions contemplated hereby or thereby will result in any violation of
or be in conflict  with  or  constitute  a  default  under any such term or
result  in  the  creation of (or impose any obligation on  the  Company  to
create) any Lien upon  any of the properties of the Company pursuant to any
such term.  There are no  such  terms in the aforementioned documents that,
either in any individual case or in the aggregate, materially and adversely
affect the business, operations,  affairs,  condition  or properties of the
Company, including the Mortgaged Properties.

     ..   GOVERNMENTAL  CONSENTS...  GOVERNMENTAL  CONSENTS."   Other  than
those that have been duly obtained and are in full force and effect (copies
of  which  have  been delivered to Purchaser or Special  Counsel)  and  any
filings contemplated by the Security Documents and the Financing Statements
(which filings will  be  made promptly after Closing), no consent, approval
or  authorization  of, or declaration  or  filing  with,  any  governmental
authority on the part  of  the  Company is currently required for the valid
execution and delivery of this Agreement  or  any  Collateral Agreement, or
the consummation of the transactions contemplated hereby or thereby, or the
valid  offer,  issue,  sale  and  delivery  of the Notes pursuant  to  this
Agreement.

     ..   PERMITS AND LICENSES... PERMITS AND  LICENSES."  Except  for  any
failure to obtain or recover permits and licenses that could not reasonably
be  expected to have a Material Adverse Effect, the Company has all permits
and licenses  necessary  for  the  operation  of  its business as presently
conducted.

     ..   FEDERAL RESERVE REGULATIONS... FEDERAL RESERVE REGULATIONS."  The
Company will not use any of the proceeds of the sale  of  the Notes for the
purpose, whether immediate, incidental or ultimate, of buying  any  "margin
stock"  or of maintaining, reducing or retiring any indebtedness originally
incurred  to  purchase a stock that is currently any "margin stock," or for
any  other purpose  that  might  constitute  this  transaction  a  "purpose
credit,"  in  each  case within the meaning of Regulation G of the Board of
Governors of the Federal  Reserve  System  (12  C.F.R. 207, as amended), or
otherwise  take  or  permit  to be taken any action that  would  involve  a
violation of such Regulation G  or  of  Regulation  T  (12  C.F.R.  220, as
amended),  Regulation  U  (12  C.F.R.  221, as amended) or Regulation X (12
C.F.R.  224,  as  amended)  or  any other regulation  of  such  board.   No
indebtedness being reduced or retired  out  of  the proceeds of the sale of
the Notes was incurred for the purpose of purchasing  or  carrying any such
"margin  stock," and the Company does not own and has no present  intention
of acquiring any such "margin stock."

     ..   STATUS  UNDER  CERTAIN  FEDERAL  STATUTES... STATUS UNDER CERTAIN
FEDERAL  STATUTES."   The  Company  is not (a) a  "holding  company"  or  a
"subsidiary  company"  of  a "holding company,"  or  an  "affiliate"  of  a
"holding company" or of a "subsidiary  company"  of a "holding company," as
such terms are defined in the Public Utility Holding  Company  Act of 1935,
as amended, (b) a "public utility," as such term is defined in the  Federal
Power   Act,  as  amended,  (c)  an  "investment  company,"  or  a  company
"controlled"  by  an  "investment  company,"  within  the  meaning  of  the
Investment  Company  Act of 1940, as amended, or (d) a "rail carrier," or a
"person controlled by  or  affiliated  with  a  rail  carrier,"  within the
meaning   of   Title  49,  U.S.C.,  or  a  "carrier"  to  which  49  U.S.C.
' 11301(b)(1) is applicable.

     ..   COMPLIANCE WITH ERISA... COMPLIANCE WITH ERISA."

          ()   Each  Plan  that  is or has been maintained for employees of
     the Company or any of the Subsidiaries,  or  any  Related  Person with
     respect  to  any  of  them,  or  to  which  the  Company or any of the
     Subsidiaries, or any Related Person with respect to  any  of them, has
     made  or  was required to make contributions has been administered  in
     material  compliance  with  its  terms  and  all  applicable  statutes
     (including  but not limited to ERISA and the Code, and all regulations
     and interpretations  thereunder).   No reportable event (as defined in
     Section 4043 of ERISA and regulations  issued thereunder) has occurred
     with respect to any Plan that is a defined benefit plan (as defined in
     Section 3(35) of ERISA and regulations issued  thereunder) and subject
     to Title IV of ERISA ("Title IV Plan").  No material  liability to the
     PBGC has been incurred, or is expected to be incurred,  by the Company
     or any of the Subsidiaries or any Related Person with respect  to  any
     Title IV Plan.  The PBGC has not instituted any proceedings, and there
     exists  no  event  or  condition  that  would  constitute  grounds for
     institution  of proceedings, against the Company, the Subsidiaries  or
     any Related Person  by  the  PBGC to terminate any Title IV Plan under
     Section 4042 of ERISA.  No case,  matter or action with respect to any
     Plan,  pursuant to any federal or state  law,  has  been  brought,  is
     pending   or  is  threatened,  against  the  Company  or  any  of  the
     Subsidiaries or any Related Person with respect to any of them, or any
     officer, director  or employee of any of them, or any fiduciary of any
     Plan.

          ()   No Title IV  Plan  had an accumulated funding deficiency (as
     such term is defined in Section  302  of  ERISA and regulations issued
     thereunder) as of the last day of the most  recent  plan  year of such
     Plan  ended  prior  to the date hereof.  All contributions payable  to
     each qualified Plan of the Company or any of the Subsidiaries (that is
     an employee pension benefit  plan  as defined in Section 3(2) of ERISA
     and regulations issued thereunder and  that  is  intended  to meet the
     qualification  requirements of the Code ("Qualified Plan")),  for  all
     benefits earned  or  other  liabilities accrued through the end of the
     latest plan year for such Qualified  Plan,  determined  in  accordance
     with  the  terms and conditions of such Qualified Plan, ERISA and  the
     Code, have been  paid  or  otherwise  provided  for, and to the extent
     unpaid are reflected in the pro forma consolidated  balance  sheet  of
     the  Company.   No waiver of the minimum funding standard requirements
     of Section 302 of ERISA and Section 412 of the Code has been obtained,
     applied for or is contemplated with respect to any Title IV Plan.

          ()   None of  the  Company  or  any  of  the Subsidiaries nor any
     Related  Person  with  respect  to  any  of them, is  or  has  been  a
     contributor  to  any  multi-employer  plan  within   the   meaning  of
     Section 3(37) of ERISA and regulations issued thereunder.

          ()   The  execution  and  delivery  of  this  Agreement  and  the
     Collateral  Agreements,  the  issue  of  the  Notes  hereunder and the
     consummation of the transactions contemplated hereby will  not involve
     any transaction that is subject to the prohibitions of Section  406 of
     ERISA  or in connection with which a tax would be imposed pursuant  to
     Section 4975 of the Code.

          ()   No  Lien  imposed under Section 412(n) of the Code exists in
     favor of any Plan upon any property belonging to the Company or any of
     the Subsidiaries, or any Related Person of any of them.

     ..   DISCLOSURE... DISCLOSURE."  Neither this Agreement, the Financial
Statements nor any other document,  certificate  or instrument delivered to
Purchasers  by  or  on  behalf  of  the  Company  in  connection  with  the
transactions contemplated hereby, when all such documents, certificates and
instruments  are  taken  as  a  whole, contains any untrue statement  of  a
material fact or omits to state a  material fact necessary in order to make
the statements contained herein or therein  not  misleading.   There  is no
fact  actually known to the Company that may have a Material Adverse Effect
that has  not been set forth herein or in the other documents, certificates
and instruments  delivered  to  Purchasers  by  or on behalf of the Company
specifically  for  use  in  connection  with the transactions  contemplated
hereby.

     ..   USE OF PROCEEDS... USE OF PROCEEDS."   The Company will apply the
proceeds  of  the  sale of the 1997-C Notes to consummate  the  Green  Acre
Acquisition and for general corporate purposes and will use the proceeds of
the sale of Additional Notes, if any, for expansion of its facilities.

     ..   SOLVENCY OF  THE  COMPANY...  SOLVENCY OF THE COMPANY."  The fair
saleable  value of the business and assets  of  the  Company,  upon  giving
effect to the  transactions  contemplated  hereby, will be in excess of the
amount that will be required to pay the probable liabilities of the Company
(including   contingent,   subordinated,   unmatured    and    unliquidated
liabilities)  on  existing  debts  as they may become absolute and matured.
The Company, upon giving effect to the  transactions  contemplated  hereby,
will  not be engaged in any business or transaction, or about to engage  in
any business  or  transaction,  for  which  the Company has an unreasonably
small  capital,  and the Company has no intent  (a)  to  hinder,  delay  or
defraud any entity  to which it is, or will become, on or after the Closing
Date, indebted, or (b)  to  incur debts that would be beyond its ability to
pay as they mature.

     ..   ENVIRONMENTAL MATTERS..  ENVIRONMENTAL MATTERS".  The Company has
been complying with, and is in compliance  with,  all Environmental Laws in
each jurisdiction where it is presently doing business  except for failures
to  comply  which would not have a Material Adverse Effect.   To  the  best
knowledge of  the  Company, none of the Mortgaged Properties is impacted by
Hazardous Substances  in  any  respect  that  would  require investigation,
reporting,  monitoring, cleanup or other response under  any  Environmental
Law.

     ..   BROKERS...  BROKERS."   The  Company  represents  that it has not
dealt  with  any  brokers  or  finders  in connection with the transactions
contemplated by this Agreement.

     ..   NO DEFAULTS... NO DEFAULTS."  At  the  time of the Closing, there
exists no Event of Default or Potential Event of Default.


                            ARTICLE .."
              REPRESENTATIONS AND WARRANTIES RELATING
                     TO SECURITY FOR THE NOTES

     The Company represents and warrants to Purchasers as follows:

     ..   EASEMENTS   AND   UTILITY  SERVICES...  EASEMENTS   AND   UTILITY
SERVICES."  The Company has all easements and other rights, including those
for use, maintenance, repair  and  replacement of and access to structures,
facilities  or  space  for support, mechanical  systems,  roads,  utilities
(including electricity, gas, water, sewer disposal, telephone and CATV) and
any  other  private  or municipal  improvements,  services  and  facilities
necessary or appropriate  to  the  proper  operation,  repair, maintenance,
occupancy  or  use  of  the  Mortgaged  Properties as currently  being  and
proposed to be used.

     ..   CONTRACTS...  CONTRACTS."   There  are  no  service  (other  than
utility) or construction contracts currently  outstanding  relating  to any
part  of  the  Mortgaged  Properties  providing  for  payment  in excess of
$100,000  per  year, per contract (but not in excess of $1,000,000  in  the
aggregate), except  those  contracts that are set forth on SCHEDULE 6.2 and
have been delivered to Purchaser,  nor  have  any  labor  or materials been
supplied to the Mortgaged Properties, other than in the ordinary  course of
business, that have not been fully paid for.

     ..   PERMITS...   PERMITS."    There   are   no   permits,   licenses,
certificates or approvals that are required to occupy or operate (except as
specified in Section 5.8) any part of the Mortgaged Properties as presently
operated,  except those permits, licenses, certificates and approvals  that
are set forth on SCHEDULE 6.3 and have been delivered to Purchasers.

     ..   REPORTS  OF ENGINEERS... REPORTS OF ENGINEERS."  The Company does
not possess and is not  aware  of  any  reports of engineers, architects or
other  Persons  relating to any part of the  Mortgaged  Properties,  except
those reports that are set forth on SCHEDULE 6.4 and have been delivered to
Purchasers.

     ..   PLANS  AND  SPECIFICATIONS...  PLANS  AND  SPECIFICATIONS."   The
Company does not possess  and  is not aware of any plans and specifications
relating to any part of the Mortgaged  Properties,  except  those plans and
specifications  that  are  set  forth  on  SCHEDULE  6.5  and that will  be
delivered to Purchasers upon request.

     ..   SOIL REPORTS... SOIL REPORTS."  There are no soil  reports in the
possession  of  the Company or its Affiliates relating to any part  of  the
Mortgaged Properties.

     ..   ZONING...  ZONING."   The  Mortgaged  Properties that constitutes
real property are zoned in the manner that permits the use of the Mortgaged
Properties as currently being and proposed to be  used  by  the Company and
its Subsidiaries.

     ..   CERTIFICATES  OF  OCCUPANCY...  CERTIFICATES  OF  OCCUPANCY."   A
certificate  of  occupancy  or  similar  permit  has  been  issued  by  the
appropriate  governmental  authority  for  each of the Mortgaged Properties
that constitutes improvements to real property  that  permits the occupancy
of the Mortgaged Properties as currently or proposed to  be occupied by the
Company.


                            ARTICLE .."
                     INTEREST RATE PROVISIONS

     ..   INTEREST ON FIXED NOTES... INTEREST ON FIXED NOTES."

          ()   Interest on the outstanding principal balance  of  the  1996
     Note  shall  accrue  at  the lesser of (i) 7.21% per annum or (ii) the
     Highest Lawful Rate, and shall  be  due and payable in accordance with
     Section 8.1.

          ()   Interest on the outstanding  principal  balance  of the 1997
     Fixed-A  Note  shall  accrue  at the lesser of (i) 9.39% per annum  or
     (ii)  the  Highest  Lawful Rate, and  shall  be  due  and  payable  in
     accordance with Section 8.1.

          ()   Interest on  the  outstanding  principal balance of the 1997
     Fixed-B Note shall accrue at the lesser of  (i)  9.45%  per  annum  or
     (ii)  the  Highest  Lawful  Rate,  and  shall  be  due  and payable in
     accordance with Section 8.1.

          ()   In the event the Company elects to issue an Additional Fixed
     Note pursuant to Section 2.5, not more than thirty (30) nor  less than
     ten (10) days prior to the issuance of such Additional Fixed Note, the
     Company  shall  give  written  notice  thereof to Purchasers, at which
     point the parties shall determine the interest rate applicable to such
     Additional Fixed Note.  Interest on the  outstanding principal balance
     of such Additional Fixed Note shall accrue  at  the  lesser of (i) the
     then-prevailing Reinvestment Yield plus 100 basis points  or  (ii) the
     Highest  Lawful Rate, and shall be due and payable in accordance  with
     Section 8.1.

          ()   Interest on the unpaid principal of the Fixed Notes shall be
     calculated  on  the  basis  of  the  actual  days  elapsed  in  a year
     consisting of 360 days.

     ..   INTEREST ON FLOATING NOTES.. INTEREST ON FLOATING NOTES".

          ()  Interest on the outstanding principal balance of the Floating
     Notes shall accrue at an interest rate per annum during the applicable
     Interest  Period equal to the lesser of (i) the LIBOR Rate plus 2%  or
     (ii) the Highest  Lawful Rate.  Interest on the Floating Notes accrued
     during a calendar month  shall  be  due and payable in accordance with
     Section 8.1.  Interest on the unpaid  principal  of the Floating Notes
     shall be calculated on the basis of the actual days  elapsed in a year
     consisting of 360 days.

          ()   Not  more  than  ten days nor less than five days  prior  to
     Closing and during each Interest  Rate  Set  Window, the Company shall
     notify Purchasers of its selection of the duration  of the immediately
     following  Interest  Period  with respect to the Floating  Notes  then
     outstanding, which may be three  months,  six  months or one year (the
     "Interest  Option  Notice").   The  duration  of the  Interest  Period
     selected shall be the same for all Floating Notes  with  the same date
     of issuance.  The Interest Option Notice must be in writing and may be
     sent  via  telecopy,  with  the originally executed copy delivered  to
     Purchasers immediately thereafter.   The  LIBOR Rate for the following
     Interest  Period  shall  be  the  applicable  rate  for  a  period  of
     corresponding duration announced in THE WALL STREET JOURNAL (Northeast
     Edition) on the first Business Day following receipt  of  the Interest
     Option Notice.

          ()   In connection with determining the applicable LIBOR Rate for
     the   following   Interest  Period,  Purchasers  shall  calculate  the
     principal and interest  payments due on the Floating Notes during such
     Interest Period, as required  under  Section  8.1(d) or (e), and shall
     provide such amount to the Company.

     ..   INTEREST RATE LOCK... INTEREST RATE LOCK."   With  respect to the
Floating Notes, during any Interest Rate Set Window prior to March 1, 2003,
the Company shall have the option to permanently set the interest  rate  on
the  Floating Notes.  The Company shall provide notice to Purchasers of its
desire  to set the rate and Purchasers shall promptly thereafter notify the
Company of  the  then prevailing fixed interest rates (based on Purchasers'
interest rate spreads and the average remaining life of the Floating Notes)
(the "Fixed Rate").   If  the  Company  elects  to  have the Floating Notes
accrue interest at the Fixed Rate, the Company shall  so  notify Purchasers
in  the  Interest  Option Notice (which election shall be irrevocable)  and
immediately following  the then current Interest Period, the Floating Notes
shall thereafter accrue  interest at the Fixed Rate, and the Floating Notes
shall for all purposes be  deemed  Fixed Notes.  Any such election shall be
with respect to any or all of the then outstanding Floating Notes and shall
be made in full and not in part.  Purchasers  shall recompute the principal
and interest payments required under Section 8.1(d)  or  (e)  based  on the
outstanding principal balance on the Floating Notes and the Fixed Rate, and
the  Company  shall thereafter make principal and interest payments on such
Notes equal to such amount.

     ..   RESETTING  OF  INTEREST  RATES..  RESETTING  OF  INTEREST RATES".
During  the period of time not more than ten (10) days nor less  than  five
(5) days  prior  to March 1, 2003, provided that (i) no Event of Default or
Potential  Event  of   Default   has   occurred   and  is  continuing,  and
(ii)  Purchasers  own the Notes at such time, Purchasers  and  the  Company
shall in good faith attempt to reset the interest rate on any or all of the
Fixed Notes (including those Floating Notes for which a Fixed Rate has been
set in accordance with  Section  7.3)  and  the interest rate spread on the
Floating  Notes.   The  parties  shall  consider  Purchasers'  then-current
interest rate spreads (based on average remaining life  of  the Notes), the
then-current  financial  condition  of the Company and then-current  market
conditions when attempting to agree upon  new  rates.  If the parties agree
upon new rates, they shall promptly execute an amendment  to this Agreement
and  the  Company  shall  execute  and  deliver  to  Purchasers  new  notes
reflecting  the  new  rates.   In the event that the parties are unable  to
reasonably agree upon new rates  for  any  or all of the Fixed Notes or the
spread on the Floating Notes by March 1, 2003,  (i)  such  Fixed  Notes for
which a new rate is not agreed upon will become immediately due and payable
and  (ii)  the  Floating Notes to the extent a new spread is not agreed  to
will become due and payable at the conclusion of the then-existing Interest
Period, and the Company  shall be required to pay all principal and accrued
interest thereon on such date.   If  the Company is obligated to prepay any
of the Fixed Notes or Floating Notes pursuant to this Section 7.4, no Make-
Whole Premium or LIBOR Premium, as the  case may be, shall be due and owing
on such Fixed Notes or Floating Notes that are prepaid on March 1, 2003 (or
at the conclusion of the Interest Period, as provided in this Section 7.4).
Purchasers shall have no liability to the  Company in the event the parties
are unable to agree upon new rates pursuant to this Section 7.4.

     ..   PAST  DUE  PAYMENTS..  PAST  DUE  PAYMENTS".    All  payments  of
principal and, to the extent permitted by law, the applicable  Premium  (if
any)  and  interest on or in respect of any Note or this Agreement that are
not made when due shall bear interest at the Default Rate from the date due
and payable  to  the  date  paid.   Any  payment  in  respect  of any other
obligation or amount payable hereunder that is not paid when due shall bear
interest  at  the  Default  Rate from the date due and payable to the  date
paid.


                            ARTICLE .."
                         PAYMENT OF NOTES

     ..   REQUIRED PAYMENTS OF NOTES.. REQUIRED PAYMENTS OF NOTES".

          ()   On each Payment Date while the 1996 Note is outstanding, the
     Company shall make a payment  on  the 1996 Note, in cash, in an amount
     equal to $455,304.80, which payment  shall  consist  of  principal and
     accrued interest.

          ()   On May 1, 1997, the Company shall pay all accrued and unpaid
     interest  on  the  1997 Fixed-A Note.  On each Payment Date thereafter
     while the 1997 Fixed-A  Note  is outstanding, commencing June 1, 1997,
     the Company shall make a payment on the 1997 Fixed-A Note, in cash, in
     an  amount  equal  to  $61,839.41,  which  payment  shall  consist  of
     principal and accrued interest.

          ()   On May 1, 1997, the Company shall pay all accrued and unpaid
     interest on the 1997 Fixed-B  Note.   On  each Payment Date thereafter
     while the 1997 Fixed-B Note is outstanding,  commencing  June 1, 1997,
     the Company shall make a payment on the 1997 Fixed-B Note, in cash, in
     an  amount  equal  to  $23,860.11,  which  payment  shall  consist  of
     principal and accrued interest.

          ()   On May 1, 1997, the Company shall pay all accrued and unpaid
     interest  on the 1997 Floating Notes.  On each Payment Date thereafter
     while the 1997  Floating  Notes  are  outstanding,  commencing June 1,
     1997, the Company shall make a payment on the 1997 Floating  Notes, in
     cash,  in  an  aggregate amount equal to $70,898.92 of principal  plus
     accrued and unpaid  interest  thereon.   Each  such  payment  shall be
     allocated pro rata among the 1997 Floating Notes then outstanding.

          ()   Upon   the   issuance  of  any  Additional  Fixed  Notes  or
     Additional Floating Notes,  Purchasers  shall  calculate the principal
     and  interest due on each Payment Date based on a  fifteen  (15)  year
     amortization.   On  each  Payment  Date following the issuance of such
     Additional Note, the Company shall make  a  payment on such Additional
     Note,  in  cash,  in  an  amount  equal to the payment  calculated  by
     Purchasers for such Additional Note,  which shall consist of principal
     and accrued interest.

          ()   If  the  interest rates on the  Fixed  Notes  are  reset  in
     accordance with Section  7.4,  Purchasers  shall recompute the monthly
     principal  and interest payments for each such  Fixed  Note,  and  the
     Company shall  thereafter  be  required to make payments equal to such
     recomputed  amount.   On the Maturity  Date,  the  entire  outstanding
     principal balance of all  the  Notes,  together  with interest accrued
     thereon, shall be due and payable.  Notwithstanding the foregoing, the
     entire  outstanding  balance  of all Fixed Notes (to  the  extent  the
     interest rate is not reset in accordance  with  Section  7.3)  and all
     Floating  Notes  (to  the extent a Fixed Rate is not set in accordance
     with Section 7.3 or a new  interest  rate  spread  is not agreed to in
     accordance with Section 7.3) together with interest  accrued  thereon,
     shall  be due and payable on March 1, 2003, with respect to the  Fixed
     Notes, or at the conclusion of the then-existing Interest Period, with
     respect to the Floating Notes.

          ()   If  at  any  time  the  outstanding principal balance of the
     remaining Notes exceeds 75% of the  Appraised Value, the Company shall
     immediately make a prepayment of principal of the Notes (together with
     accrued  interest  thereon)  in  an amount  such  that  following  the
     prepayment, the outstanding principal balance is less than or equal to
     75% of the Appraised Value.  The prepayment  shall be applied pro rata
     among all of the Notes at the time outstanding.

          ()   No partial prepayment of the Notes pursuant  to  Section 8.2
     shall  relieve  the  Company  from its obligation to make the payments
     required  under  this Section 8.1,  except  to  the  extent  that  the
     outstanding principal  balance of the Notes is less than the amount of
     the scheduled payment otherwise due under this Section 8.1.

     ..   OPTIONAL   PREPAYMENTS    OF   NOTES;   ALLOCATIONS...   OPTIONAL
PREPAYMENTS OF NOTES; ALLOCATIONS."

          ()   At any time or from time  to  time,  the  Company  is hereby
     granted  the  right,  at  its  option,  upon  notice  as  provided  in
     Section  8.3,  to  prepay  all  or  any part (in integral multiples of
     principal of $100,000) of the Fixed Notes,  which  prepayment shall be
     applied pro rata among all of the Fixed Notes at the  time outstanding
     and  shall be applied to the outstanding principal amount  thereof  in
     the inverse order of maturity.

          ()   From  time  to time from and after the date that is one year
     following the date of issuance of any Floating Note, the Company shall
     have the right, at its option, upon notice as provided in Section 8.3,
     to prepay all or any part  (in integral multiples of $100,000) of such
     Floating  Notes,  which  prepayment  be  applied  to  the  outstanding
     principal amount in the inverse order of maturity.

          ()   Each such prepayment  shall  include the principal amount of
     the Notes so prepaid, plus interest accrued  thereon  to  the  date of
     payment,  plus the Premium described in Section 8.2(b) (based on  such
     principal amount  so prepaid).  In the case of each partial prepayment
     of the Notes, the principal amount of the Notes to be prepaid shall be
     allocated among all  of  the  Notes  at  the  time outstanding (to the
     extent  such  Note  may  be  prepaid)  in  proportion,  as  nearly  as
     practicable, to the respective unpaid principal  amounts  thereof  not
     theretofore  called  for  prepayment,  rounded  upward  to the nearest
     $1,000  for each Note, with adjustments to the extent practicable,  to
     compensate  for  any  prior  prepayments  not  made  exactly  in  such
     proportion.

          ()   Any  prepayment  of  the Fixed Notes shall be subject to and
     include the Make-Whole Premium.   Any prepayment of the Floating Notes
     shall be subject to and include the  LIBOR  Premium.   Notwithstanding
     the foregoing, no Premium shall be due if (i) any of the  Fixed  Notes
     are  prepaid  in  full  on  March  1,  2003, (ii) any of the Notes are
     prepaid  pursuant  to  Section  7.4 as a result  of  the  Company  and
     Purchasers being unable to agree  upon  mutually  acceptable  interest
     rates  or  interest  rate  spreads  or  (iii)  if any of the Notes are
     prepaid pursuant to Section 8.1(g).

     ..   NOTICE  OF  PREPAYMENTS;  OFFICERS'  CERTIFICATE...   NOTICE   OF
PREPAYMENTS; OFFICERS' CERTIFICATE."  The Company will give each registered
holder  of  any  Note  written notice of each prepayment of the Notes under
Section 8.2 not less than  thirty  (30)  days  and not more than sixty (60)
days prior to the date fixed for such prepayment,  which  notice  shall  be
irrevocable.    Each   such  notice  and  each  such  prepayment  shall  be
accompanied by an Officers'  Certificate  (a)  stating the principal amount
and  serial  number  of each Note to be prepaid and  the  principal  amount
thereof to be prepaid;  (b)  stating  the  proposed date of prepayment; (c)
stating the accrued interest on each such Note  to  such date to be paid in
accordance  with  Section  8.4;  and (d) estimating the applicable  Premium
required under Section 8.2 (calculated  as  of  the date of such prepayment
and proffered solely as an estimate of the Premium due upon prepayment) and
setting  forth  the  method  of  determination  and  calculations  used  in
computing   such   Premium,  accompanied  by  a  copy  of  the  Statistical
Release H.15(519) (or  other source of market data) used in determining the
United States Treasury Yield.

     ..   MATURITY; SURRENDER... MATURITY; SURRENDER."  In the case of each
prepayment of the Notes,  the  principal  amount of each Note to be prepaid
shall  mature  and  become  due and payable on  the  date  fixed  for  such
prepayment, together with interest on such principal amount accrued to such
date and the Premium payable, if any.  From and after such date, unless the
Company shall fail to pay such  principal  amount  when so due and payable,
together with the interest and Premium, if any, as aforesaid,  interest  on
such  principal  amount shall cease to accrue.  Any Note paid or prepaid in
full shall be surrendered  to  the  Company  and  canceled and shall not be
reissued,  and  no  Note shall be issued in lieu of any  prepaid  principal
amount of any Note.


                            ARTICLE .."
          ACCOUNTING, REPORTING AND INSPECTION COVENANTS
                          OF THE COMPANY

     From the date hereof through the Closing and thereafter so long as any
Note shall be outstanding, the Company will perform and comply with each of
the following covenants:

     ..   ACCOUNTING... ACCOUNTING."  The Company will maintain a system of
accounting established  and  administered  in accordance with GAAP and will
accrue all such liabilities as shall be required by GAAP.

     ..   FINANCIAL   STATEMENTS   AND   OTHER   INFORMATION...   FINANCIAL
STATEMENTS AND OTHER INFORMATION."  The Company will deliver (in duplicate)
to  each  Purchaser  (except  as  hereinafter provided)  so  long  as  such
Purchaser or Purchaser's nominee shall  hold  any  Note,  and to each other
registered holder of a Note:

          ()   within ninety (90) days after the end of each  Fiscal  Year,
     the balance sheet of the Company as of the end of such Fiscal Year and
     the  related  statements  of  income and retained earnings and of cash
     flows of the Company for such Fiscal  Year, setting forth in each case
     in comparative form the figures for the  previous  Fiscal Year, all in
     reasonable  detail and (i) accompanied by the report  thereon  of  any
     independent  public   accountants   of  recognized  national  standing
     selected  by  the Company, which report  shall  state  that  (v)  such
     financial statements  present  fairly  the  financial  position of the
     Company  as  of the dates indicated and the results of its  operations
     and cash flows  for  the  periods  indicated  in  conformity with GAAP
     applied  on a basis consistent with prior years (except  as  otherwise
     specified  in  the  report),  and (w) the audit by such accountants in
     connection with such financial  statements has been made in accordance
     with generally accepted accounting  principles,  (ii) accompanied by a
     written  statement  of such accountants that without  any  independent
     investigation except  that  conducted  in the ordinary course of their
     audit, the accountants do not have knowledge  of  the existence of any
     condition or event that constitutes an Event of Default  or  Potential
     Event  of  Default,  or,  if  any  such  condition or event existed or
     exists,  specifying the nature and period of  existence  thereof,  and
     (iii) certified  by  the  chief  financial  officer  of the Company as
     presenting  fairly,  in  accordance  with  GAAP,  applied  (except  as
     specifically set forth therein) on a basis consistent with such  prior
     fiscal periods, the information contained therein;

          ()   within forty-five (45) days after the end of the first three
     fiscal  quarters of each Fiscal Year, the balance sheet of the Company
     as of the  end  of  such  fiscal quarter and the related statements of
     income and of cash flows of  the  Company  for such fiscal quarter and
     for the portion of the Fiscal Year from the  first  day of such Fiscal
     Year  through the end of such fiscal quarter, setting  forth  in  each
     case in  comparative form the figures for the corresponding periods in
     the previous  Fiscal  Year,  all in reasonable detail and certified by
     the chief financial officer of  the  Company  as presenting fairly, in
     accordance  with  GAAP,  applied  (except  as specifically  set  forth
     therein)  on a basis consistent with such prior  fiscal  periods,  the
     information contained therein;

          ()   together with each delivery of financial statements pursuant
     to subsections  (a) or (b) above, an officer's certificate in the form
     of EXHIBIT F (i) showing in detail the determination of the ratios and
     other financial calculations  specified  in Sections 10.1 through 10.7
     during  the  accounting period covered by such  financial  statements,
     (ii) stating that  the signer has reviewed the terms hereof and of the
     Notes and has made,  or  caused  to  be  made under his supervision, a
     review of the transactions and condition of  the  Company  during  the
     accounting  period  covered by such financial statements and that such
     review has not disclosed  the  existence  during or at the end of such
     accounting period, and that the signer does  not have knowledge of the
     existence  as  of  the  date  of  such officer's certificate,  of  any
     condition or event that constitutes  an  Event of Default or Potential
     Event  of  Default,  or, if any such condition  or  event  existed  or
     exists, specifying the nature and period of existence thereof and what
     action the Company has  taken  or  is  taking or proposes to take with
     respect thereto; and (iii) if not specified  in  the related financial
     statements   being  delivered  pursuant  to  subsection   (a)   above,
     specifying the  aggregate  amount  of interest and rentals received or
     accrued  by  the Company, and the aggregate  amount  of  depreciation,
     depletion and  amortization charged on the books of the Company during
     the accounting period covered by such financial statements;

          ()   promptly   upon  receipt  thereof,  copies  of  all  reports
     submitted  to  the  Company   by  independent  public  accountants  in
     connection with each annual audit,  or  special  audit (if any) of the
     books  of  the  Company  made by such accountants, including,  without
     limitation,  any  comment  letter  submitted  to  management  by  such
     accountants in connection with their annual audit;

          ()   promptly upon their  becoming available, copies of all press
     releases and other statements made  available generally by the Company
     to the public concerning material developments  in the business of the
     Company;

          ()   within  five  (5)  days of any Responsible  Officer  of  the
     Company obtaining knowledge of any condition or event that constitutes
     an  Event  of Default or Potential  Event  of  Default,  or  that  the
     registered holder  of any Note has given any notice or taken any other
     action with respect  to  a claimed Event of Default or Potential Event
     of Default under this Agreement or that any person has given notice to
     the  Company or taken any other  action  with  respect  to  a  claimed
     default  or  event or condition of the type referred to in Article 14,
     an  Officers' Certificate  describing  the  same  and  the  period  of
     existence thereof and specifying what action the Company has taken, is
     taking and proposes to take with respect thereto;

          ()   promptly  upon  (and  in  any event within ten (10) Business
     Days of) any Responsible Officer of the Company obtaining knowledge of
     the occurrence of any (i) "reportable  event," as such term is defined
     in Section 4043 of ERISA, or (ii) "prohibited  transaction,"  as  such
     term is defined in Section 4975 of the Code, that is not exempt by law
     or  ruling  in connection with any Plan relating to the Company or any
     trust created  thereunder,  a  written  notice  specifying  the nature
     thereof, what action the Company has taken, is taking and proposes  to
     take  with  respect thereto, and any action taken or threatened by the
     Internal Revenue  Service  or  the PBGC with respect thereto, provided
     that, with respect to the occurrence  of  any "reportable event" as to
     which  the  PBGC  has  waived the 30-day reporting  requirement,  such
     written notice need not be given;

          ()   immediately upon  the  occurrence  of  any  of the following
     events,  an  Officers'  Certificate  describing such event:   (i)  the
     Certificate of Incorporation or Bylaws  of the Company shall have been
     amended  or  the  Company  shall  have  changed  its  jurisdiction  of
     organization; or (ii) the Company shall have changed its name or shall
     do business under any name other than as set forth on SCHEDULE 9.2; or
     (iii) the Company shall have changed its  principal  place of business
     or its chief executive offices; or (iv) the Company shall  have become
     a  party  to  any  suit,  action  or  proceeding  that,  if  adversely
     determined,  would  have  a  Material  Adverse  Effect or in which the
     projected settlement amount involved therein could equal $3,000,000 or
     more (in addition to any insurance coverage); or (v) the Company shall
     have opened or closed any material place of business;  or  (vi)  there
     shall  occur  any  strike,  walkout,  work  stoppage or other material
     employee  disruption relating to any of the Mortgaged  Properties,  or
     the expiration  of  any  labor contract affecting any of the Mortgaged
     Properties (unless there exists  a  new labor contract in substitution
     therefor) that reasonably could be expected to have a Material Adverse
     Effect; or (vii) the Company shall have obtained knowledge that any of
     its insurance policies or any insurance  policies affecting any of the
     Mortgaged  Properties will be canceled or not  renewed  (unless  there
     exists a similar insurance policy in substitution therefor);

          ()   promptly  (i) upon receipt thereof, copies of any notices to
     the Company from any  federal  or state administrative agency relating
     to any order, ruling, statute or  other  law or regulation that would,
     with  reasonable  probability,  have a Material  Adverse  Effect;  and
     (ii) following filing with the Commission,  any  reports or statements
     filed with the Commission;

          ()   promptly  upon  receipt  thereof,  copies  of   any   notice
     delivered pursuant to Article 14; and

          ()   with reasonable promptness, such other information and  data
     with  respect  to  the  Company as from time to time may be reasonably
     requested by any registered  holder  of  a  Note,  including,  without
     limitation,  any projections or business plans prepared by or for  the
     Company.

     ..   INSPECTION..  INSPECTION".   The  Company will permit, subject to
rights of parties in possession, any authorized  representatives designated
by  a Purchaser, so long as such Purchaser or its nominee  shall  hold  any
Notes,  or  designated by any other registered holder of any Notes, without
expense to the  Company,  at  such  reasonable times and as often as may be
reasonably requested, to (a) visit and  inspect  the  Mortgaged Properties,
including its books of account, and (b) upon the prior  written  consent of
the Company, which consent shall not be unreasonably withheld, discuss  the
Company's  affairs,  finances  and  accounts  with the Company's directors,
officers  and independent public accountants (and  by  this  provision  the
Company authorizes such directors, officers and accountants to discuss with
such representatives  the  affairs,  finances  and accounts of the Company,
whether  or  not  an  officer or other representative  of  the  Company  is
present, provided that the Company shall receive notice of any such meeting
and be given a reasonable opportunity to have a representative attend).

     ..   ACQUIRED REAL  PROPERTY...  ACQUIRED REAL PROPERTY."  The Company
shall deliver to each Purchaser so long  as  such  Purchaser or Purchaser's
nominee shall hold any Note, and to each other registered holder of a Note,
upon request of a Purchaser or any other registered  holder  of a Note, but
in  any  event not less than ninety (90) days after the end of each  Fiscal
Year of the  Company, a list and description of all real property purchased
or newly leased  by the Company during the period specified in such request
or the past Fiscal  Year,  as  applicable,  that  is to be used for any new
processing  plant,  hatchery or feed mill in which an  existing  processing
plant, hatchery or feed  mill  on any Mortgaged Property is to be shut down
or operations are to be substantially decreased ("Acquired Property"), and,
unless otherwise specified in this Agreement or by the registered holder or
registered holders (other than the  Company or any Affiliate) of the Notes,
the Company shall execute and deliver  a  deed  of  trust  or  mortgage and
assignment  of  leases  and  rents,  substantially  in  form  and substance
satisfactory  to Purchasers, (with any changes to such form of mortgage  as
appropriate in  the applicable jurisdiction and as requested by a Purchaser
or Purchaser's nominee  or  any  registered holder of a Note other than the
Company or any of the Company's Affiliates),  to  Purchasers  or a mortgage
trustee,  for  the  benefit  of  Purchasers  so  long  as a Purchaser or  a
Purchaser's  nominee  shall  hold  any  Note, and to each other  registered
holder of a Note or a mortgage trustee, for  the benefit of each such other
holder, granting a first Lien of record on and a first security interest in
the  Acquired  Property,  subject  only to existing  Liens,  the  Permitted
Exceptions,  and  any  purchase money Liens  incurred  by  the  Company  in
connection with the acquisition  of any Acquired Property, and the Acquired
Property shall thereafter be part of the Mortgaged Properties.  The Company
shall  permit  each Purchaser so long  as  such  Purchaser  or  Purchaser's
nominee shall hold  any  Note,  and each other registered holder of a Note,
the  right to inspect any Acquired  Property  and  to  conduct  such  other
investigation  and due diligence with respect to any Acquired Property that
such Purchaser or  such other registered holder deems necessary, and to the
extent the proposed  acquisition  is  in  excess of $3,000,000, the Company
shall  pay  all reasonable costs of Purchasers  or  such  other  registered
holder  in  inspecting   any   Acquired   Property   and   conducting  such
investigation, including, without limitation, any costs of an environmental
consulting firm and attorneys' fees.


                            ARTICLE .."
          BUSINESS AND FINANCIAL COVENANTS OF THE COMPANY

     So long as any Note shall be outstanding, the Company will perform and
comply,  and will cause each Subsidiary (other than Pilgrim's  Pride-Mexico
and any other  Subsidiary located or doing business in Mexico or Central or
South America) to  perform  and  comply,  as  applicable,  with each of the
following covenants:

     ..   ASSET  RATIO...  ASSET  RATIO."  The Company shall at  all  times
maintain a ratio of Net Tangible Assets  to  Total  Liabilities of not less
than 1.30:1.

     ..   CONSOLIDATED NET WORTH... CONSOLIDATED NET  WORTH."   The Company
shall  at  all  times  maintain  a Consolidated Net Worth of not less  than
$125,000,000, as increased from time to time by (i) the net proceeds of any
Stock of the Company or any Subsidiary  issued  and  sold to third Persons,
(ii) the amount of Subordinated Debt of the Company or  any Subsidiary owed
by third parties converted into or exchanged for Stock of  the  Company  or
any Subsidiary, and (iii) 25% of the Company's annual positive Consolidated
Net Income, if any.

     ..   CONSOLIDATED  WORKING  CAPITAL...  CONSOLIDATED WORKING CAPITAL."
The Company and its Subsidiaries shall at all  times  maintain Consolidated
Working Capital of not less than $40,000,000.

     ..   CURRENT RATIO... CURRENT RATIO."  The Company  shall at all times
maintain  a  ratio  on  a consolidated basis of Current Assets  to  Current
Liabilities of not less that 1.25:1.

     ..   FIXED CHARGE COVERAGE...  FIXED  CHARGE  COVERAGE."   The Company
shall  at  all  times  maintain  for the period of eight consecutive fiscal
quarters then ended on a consolidated  basis  a Fixed Charge Coverage Ratio
of not less than 1.40:1.

     ..   CAPITAL EXPENDITURES... CAPITAL EXPENDITURES."   The  Company and
its  Subsidiaries  shall  not  incur  Capital  Expenditures  in  excess  of
$37,227,600  in  the  aggregate for Fiscal Year 1997 (excluding the Capital
Expenditures incurred pursuant  to  the  Green Acre Acquisition and related
expansion).  Thereafter, the limitation on  Capital  Expenditures  shall be
115% of the Company's consolidated total depreciation and amortization  for
the  immediately  preceding  Fiscal  Year,  as  reflected  on the Company's
consolidated  audited financial statements for such Fiscal Year  (excluding
Capital Expenditures  incurred  in  expansion of the facilities acquired in
the Green Acre Acquisition).  Any unused  portion  of the maximum permitted
amount of Capital Expenditures (up to $5,000,000 per  Fiscal  Year)  may be
carried over to the next succeeding Fiscal Year, but not thereafter.

     ..   LIENS...  LIENS."  The Company will not, and will not permit  any
Subsidiary to, directly  or  indirectly, create, incur, assume or permit to
exist any Lien on or with respect  to  any property or asset of the Company
or such Subsidiary, whether now owned or held or hereafter acquired, or any
income  or  profits  therefrom,  other than  (a)  the  Liens  and  security
interests created to secure the Notes,  (b) Liens that constitute Permitted
Exceptions, (c) any Lien on any property  acquired, constructed or improved
by the Company after Closing and created contemporaneously  with  or within
12  months of such acquisition, construction or improvement to secure  Debt
incurred  to  provide  for  all  or a portion of the purchase price of such
property as acquired, constructed or improved, (d) Liens on property of the
Company  in  favor  of  the  United States  of  America  or  any  political
subdivision thereof to secure  partial  payments  pursuant to any contract,
(e) pledges or deposits to secure obligations under  worker's  compensation
laws  or similar judgments thereunder that are not currently dischargeable,
and pledges,  deposits,  performance bonds or similar security interests in
connection with bids, tenders, contracts and leases to which the Company is
a party (all of which are  in  the ordinary course of business and which do
not  relate  to  indebtedness  of  the   Company),  (f)  Liens  for  taxes,
assessments or governmental charges not then  due  and  delinquent  or  the
validity  of  which  is  being  contested in good faith and a bond or other
security satisfactory to Purchaser  has  been  posted  by  the Company, (g)
Liens arising in connection with court proceedings, provided  the execution
of  such Liens is effectively stayed and such Liens are contested  in  good
faith  and  a  bond  or  other  security satisfactory to Purchaser has been
posted by the Company, (h) Liens arising in the ordinary course of business
(including easements and similar  encumbrances)  that  are  not incurred in
connection  with  the borrowing of money, provided that such Liens  do  not
materially interfere  with  the  conduct  of  the  business of the Company,
(i)  inchoate  Liens,  (j) any Lien resulting from renewing,  extending  or
refunding outstanding Secured  Debt  provided  that the principal amount of
the Debt secured thereby is not increased and the  Lien  is not extended to
any  other  property,  (k)  Liens on assets (other than the Collateral)  to
secure Debt provided that no Event of Default or Potential Event of Default
exists or would result therefrom;  and  (m)  Liens  on  Collateral acquired
after the date hereof to secure financing from the Texas  Capital Fund Real
Estate  Development Program in an amount not to exceed $5,000,000  (and  by
this provision,  Purchaser  agrees  to execute a subordination agreement or
partial  release with respect to such  Lien,  in  a  form  satisfactory  to
Purchaser).

     ..   INVESTMENTS; DEBT; GUARANTEES.

          ()   The  Company  shall not, and shall not permit any Subsidiary
     to, directly or indirectly,  make  or  own  any  Investment other than
     Permitted  Investments, except that the Company or  a  Subsidiary  may
     (i) purchase  or  own  assets  or  stock  and  other  securities  of a
     Subsidiary;  (ii)  make  loans  to  officers, directors, stockholders,
     employees or Subsidiaries to the extent  that  following such loan, no
     Event of Default or Potential Event of Default would exist; (iii) make
     investments,  payments,  loans and capital contributions  to  entities
     other than Subsidiaries to the extent such Investment is made from the
     net  cash proceeds received  by  the  Company  from  the  issuance  of
     additional  shares  of  capital stock or other securities subsequently
     converted  into  capital  stock;   (iv)   consummate  the  Green  Acre
     Acquisition  on  the  terms  set  forth  in  the Green  Acre  Purchase
     Agreement; and (v) acquire all or substantially all of the Property of
     any Person or acquire substantially as an entirety the business of any
     other Person if the aggregate fair market value  of  all consideration
     paid or payable by the Company in all such acquisitions  made  in  any
     Fiscal  Year  does not exceed 3% of Net Tangible Assets, as determined
     at the conclusion  of  the fiscal month immediately preceding the date
     of the proposed acquisition (excluding the Green Acre Acquisition).

          ()   The Company shall  not,  and shall not permit any Subsidiary
     to, directly or indirectly, create,  assume,  incur,  or guarantee any
     Debt except (i) to the extent that following the creation, assumption,
     incurrence or guarantee of such Debt, no Event of Default or Potential
     Event of Default would exist, and (ii) the Company may  guarantee  the
     trade payables of Pilgrim's Pride-Mexico.

     ..   RESTRICTED  PAYMENTS...  RESTRICTED PAYMENTS."  The Company shall
not,  and  shall  not permit any Subsidiary  to,  directly  or  indirectly,
(i) redeem, purchase,  or  otherwise  acquire  for  value any shares of the
Company's  capital stock, except out of the net cash proceeds  received  by
the Company after Closing from the issuance of additional shares of capital
stock or other  securities  subsequently  converted  into capital stock, or
(ii)  declare or pay any dividends or any other distributions  (other  than
dividends  payable in shares of capital stock of the Company) on any shares
of the Company's capital stock after Closing in excess of $2,300,000 in the
aggregate in any Fiscal Year.

     ..   LEASES...  LEASES."   The Company shall not, and shall not permit
any Subsidiary to, incur non-cancelable  non-Capitalized  Lease Obligations
or sale and leaseback transactions if the aggregate annual  amount  of  all
minimum or guaranteed net rentals payable under such leases would exceed 4%
of  Consolidated  Net  Tangible Assets (as determined immediately preceding
the execution of such lease).

     ..   CONSOLIDATION,  MERGER  AND  SALE  OF SUBSTANTIALLY ALL ASSETS...
CONSOLIDATION, MERGER AND SALE OF SUBSTANTIALLY  ALL  ASSETS."  The Company
shall not, and shall not permit any Subsidiary to, directly  or indirectly,
(a)  consolidate  with or merge into any other Person or permit  any  other
Person to consolidate  with or merge into it (other than a consolidation or
merger  between  (i)  the  Company   and   an   Eligible   Subsidiary,  and
(ii) Eligible Subsidiaries or any Subsidiary located or doing  business  in
Mexico  or Central or South America); or (b) sell, transfer, lease, abandon
or otherwise  dispose of all or substantially all of its assets in a single
or series of related transactions.

     ..   FORMATION  OF SUBSIDIARIES.. FORMATION OF SUBSIDIARIES".  Without
the  prior written consent  of  Purchasers,  which  consent  shall  not  be
unreasonably  withheld,  the Company shall not, and shall not permit any of
its existing Subsidiaries  to,  directly or indirectly, form or acquire any
new Subsidiaries other than Eligible  Subsidiaries and Subsidiaries located
or doing business in Mexico or Central  or South America or Eastern Europe.
The Company shall promptly give Purchasers  written notice of the formation
of any Eligible Subsidiary or any Subsidiary  located  or doing business in
Mexico  or  Central or South America or Eastern Europe, but  in  any  event
within ten (10) days following formation thereof.

     ..   INTERESTED  PARTY TRANSACTIONS... INTERESTED PARTY TRANSACTIONS."
The  Company  shall  not,   nor  permit  any  Subsidiary  to,  conduct  any
transactions with any Affiliate  on  terms that are not fair and reasonable
and not materially less favorable to the Company or such Subsidiary than it
would obtain in a comparable arm's-length  transaction with a Person not an
Affiliate  other than ongoing transactions with  Affiliates  of  a  similar
nature to those  disclosed in the Company's Proxy Statement relating to its
Fiscal Year-end September 30, 1996.

     ..   EXISTENCE...  EXISTENCE."   The Company will, or will cause to be
done, all things necessary to, and cause each Subsidiary to, preserve, keep
and  maintain  in  full force and effect its  corporate  existence,  rights
(charter and statutory),  franchises  and  authority to do business and the
corporate  existence,  rights  (charter  and  statutory),   franchises  and
authority  to  do  business  of each of the Subsidiaries, except  for  such
matters that would not result in a Material Adverse Effect.

     ..   PAYMENT OF TAXES AND  CLAIMS;  TAX  CONSOLIDATION...  PAYMENT  OF
TAXES  AND  CLAIMS;  TAX  CONSOLIDATION."   The Company will, and cause the
Subsidiaries to, pay and cause to be paid all  taxes, assessments and other
governmental charges imposed upon it or any of its  properties or assets or
in respect of any of the franchises, business, income  or  profits  of  the
Company  before  any  penalty  or  interest accrues thereon, and all claims
(including, without limitation, claims  for  labor, services, materials and
supplies) for sums that have become due and payable and that by law have or
might become a Lien upon any of the properties  or  assets  of the Company,
provided  that  no such charge or claim need be paid if being contested  in
good faith by appropriate  proceedings  promptly  initiated  and diligently
conducted, such bonds or escrows are in place as registered holders  of the
Notes  at the time shall request, and if such reserves or other appropriate
provision,  if  any,  as  shall  be  required  by GAAP shall have been made
therefor.   The  Company  will  not  file  or  permit  the  filing  of  any
consolidated income tax return with any Person (other than a Subsidiary).

     ..   COMPLIANCE WITH LAWS... COMPLIANCE WITH LAWS."  The Company will,
and will cause its Subsidiaries to, comply with all laws,  statutes, rules,
regulations  and  ordinances  of any Governmental Authority of  a  material
nature applicable to the Company or any Subsidiary.

     ..   COMPLIANCE WITH ERISA...  COMPLIANCE  WITH  ERISA."   The Company
will  not, and will not permit any employee benefit plan (as that  term  is
defined in Section 3 of ERISA) maintained by the Company, any Subsidiary or
any Related  Person  to  (a) engage in any "prohibited transaction" as such
term is defined in Section  4975 of the Code, as amended from time to time,
which is likely to result in  a  liability  for  such Person; (b) incur any
"accumulated funding deficiency", as such term is defined in Section 302 of
ERISA, whether or not waived which is likely to result  in  a  liability of
such Person; or (c) terminate any such benefit plan in a manner which could
result  in  the imposition of a lien or encumbrance on the assets  of  such
Person pursuant to Section 4068 of ERISA.

     ..   MAINTENANCE    OF   PROPERTIES;   INSURANCE...   MAINTENANCE   OF
PROPERTIES;  INSURANCE."   The   Company  will  maintain  or  cause  to  be
maintained in good repair, working order and condition (reasonable wear and
tear excepted) all properties used  or  useful  in, and deemed material to,
the business of the Company or any Subsidiary and  from  time  to time will
make or cause to be made all appropriate repairs, renewals and replacements
thereof.   The  Company  will  maintain  or  cause  to  be maintained, with
financially  sound and reputable insurers, insurance with  respect  to  the
properties and  business  of the Company and its Subsidiaries, against loss
or  damage  of  the  kinds customarily  insured  against  by  companies  of
established  reputation  engaged  in  the  same  or  similar  business  and
similarly situated,  of  such  types and in such amounts as are customarily
carried under similar circumstances by such other companies.  In any event,
the Company shall, at a minimum, comply with all maintenance, insurance and
similar requirements under the Security Documents.

     ..   TITLE... TITLE."

          ()   As  of the Closing  Date  and  upon  giving  effect  to  the
     transactions contemplated  hereby, except Liens and other matters that
     may constitute Permitted Exceptions,  the Company will have good (and,
     with respect to non-leasehold real property,  indefeasible)  title  to
     all  of its properties and assets that are material to its business as
     presently  conducted  and as proposed to be conducted and none of such
     properties  or  assets will  be  subject  to  any  Liens,  other  than
     Permitted Exceptions.   As  of the Closing Date and upon giving effect
     to the transactions contemplated  hereby,  the  Company will have good
     (and, with respect to non-leasehold real property,  indefeasible)  fee
     simple title to the Mortgaged Properties subject only to the Permitted
     Exceptions.

          ()   The  Company  acknowledges  that  its  predecessor  in title
     acquired  title  to  certain  real  property  (which  is  part  of the
     Mortgaged  Properties)  described  as  Lots  1 through 3, Block 10 and
     Lots  5  through  7, Block 11, all in Park Addition  to  the  City  of
     DeQueen, Arkansas,  a  2.78  acre  tract  and  a  2.05  acre  tract in
     Section  31,  Township 8 South, Range 31 West, DeQueen, Arkansas,  and
     part of a 36.50 acre tract lying NE 1/4 NW 1/4 of Section 31, Township
     8 South, Range  31 West, DeQueen, Arkansas (collectively, the "DEQUEEN
     PROPERTY"), through  a  Tax  Deed from the State of Arkansas, and that
     such Tax Deed may not have extinguished the claim or interest in title
     to the DeQueen Property (the "TITLE  CLAIM")  by certain heirs of such
     predecessor in title.  The Company covenants to  Purchasers that until
     the Title Claim is resolved in favor of the Company, and any exception
     to title pertaining thereto, as may be reflected in  the  title policy
     referred to in Section 4.6 hereof, is deleted by endorsement  to  such
     policy,  and  evidence of same is furnished to Purchasers, without the
     prior  written  consent   of  Purchasers,  no  improvements  shall  be
     constructed  on  the  DeQueen  Property  that  are  essential  to  the
     operation of the Company's processing plant in DeQueen, Arkansas.

     ..   CONDUCT OF BUSINESS...  CONDUCT  OF  BUSINESS."  The Company will
not, and will not permit any Subsidiary to, engage  in  any  business other
than  businesses  engaged  in  by  the  Company  on the date hereof,  other
businesses  or  activities substantially similar or  related  thereto,  and
other lines of business consented to by the registered holders of the Notes
and businesses that  are  not  material  to  the Company or its business or
operations.

     ..   CAPITAL IMPROVEMENTS... CAPITAL IMPROVEMENTS."   Subject  to  the
limitations  of  Section 10.7, the Company and the Subsidiaries shall incur
not less than $3,000,000  in  the  aggregate  per  Fiscal  Year for capital
improvements and repair and maintenance of the Collateral.

     ..   SALE  OF  ASSETS.. SALE OF ASSETS".  The Company shall  not,  and
shall not permit any  Subsidiary  to,  sell,  lease, transfer, or otherwise
dispose of Collateral in excess of 5% of the lower  of  the  book  value or
fair market value of the Company's total assets.


                            ARTICLE .."
                       ENVIRONMENTAL MATTERS

     ..   DEFINITIONS...  DEFINITIONS."   As  used in this Article 11,  the
following terms shall be defined as indicated:

          ()   "ACQUISITION  DATE," with respect  to  any  portion  of  the
     Mortgaged  Properties, means  the  date  on  which  Purchaser  or  the
     registered holder  of any Note becomes an owner of such portion of the
     Mortgaged Properties.

          ()   "ADVERSE ENVIRONMENTAL  IMPACT"  means  (i)  a  Release of a
     Hazardous  Substance  in  a  Reportable  Quantity or (ii) any material
     adverse  impact  on human health, livestock  or  the  quality  of  any
     Property.

          ()   "ENVIRONMENTAL  ACTIVITY"   shall mean any storage, holding,
     manufacture, emission, discharge, generation,  processing,  treatment,
     abatement, removal, disposition, handling, transportation or disposal,
     or  any  actual  or  threatened  release of any "Hazardous Substances"
     from, under, into or on the Mortgaged Properties or otherwise relating
     to the Mortgaged Properties, including  but  not  limited  to  (i) the
     migration  or  emanation  of "Hazardous Substances" from the Mortgaged
     Properties onto or into the environment beyond the physical boundaries
     of the Mortgaged Properties;  (ii)  the off-site disposal of Hazardous
     Substances  from  the  Mortgaged Properties;  and  (iii)  any  of  the
     previously described activities  occurring  in connection with ambient
     air,  surface  and subsurface soil conditions,  and  all  surface  and
     subsurface waters.

          ()   "ENVIRONMENTAL  CONDITION"  shall  mean  (i) the presence or
     existence  in,  on,  at,  or  under  the Mortgaged Properties  of  any
     Hazardous Substances, "industrial or solid  waste,"  as  that  term is
     defined  under  the  Environmental  Laws,  and  (ii)  the  presence or
     existence  in,  on,  at,  or under the environment beyond the physical
     boundaries of the Mortgaged  Properties  of  any Hazardous Substances,
     that migrated or emanated from the Mortgaged Properties.

          ()   "ENVIRONMENTAL   DAMAGES"   means  all  claims,   judgments,
     damages,  losses,  penalties,  fines,  liabilities  (including  strict
     liability), encumbrances, liens, costs and  expenses  of investigation
     and defense of any claim, whether or not such is ultimately  defeated,
     and  of  any  settlement  of  judgment,  of  whatever  kind or nature,
     contingent   or  otherwise,  matured  or  unmatured,  foreseeable   or
     unforeseeable, including without limitation reasonable attorneys' fees
     and disbursements  and consultants' fees, any of which are incurred at
     any time, and including,  but  not limited to (i) damages for personal
     injury, or injury to property or  natural  resources occurring upon or
     off  of  the  Mortgaged  Properties,  foreseeable   or  unforeseeable,
     including,  without  limitation, lost profits, consequential  damages,
     the cost of demolition, redesign and rebuilding of any improvements on
     real  property,  and  interest   and  penalties  as  allowed  by  law;
     (ii) diminution in the value of the  Mortgaged Properties, and damages
     for the loss of or restriction on the  use of or adverse impact on the
     marketing  of  rentable  or usable space or  of  any  amenity  of  the
     Mortgaged Properties; (iii)  reasonable fees incurred for the services
     of  consultants,  contractors, experts,  laboratories  and  all  other
     reasonable  costs  incurred  in  connection  with  the  investigation,
     remediation, removal, or disposal of Hazardous Substances or violation
     of  the  Environmental  Laws,  including,  but  not  limited  to,  the
     preparation  of  any feasibility studies or reports or the performance
     of   any   response,   cleanup,   remediation,   removal,   abatement,
     containment,  closure,  restoration,   disposal,  or  monitoring  work
     required  by  and  in  conformity  with any federal,  state  or  local
     governmental agency or political subdivision,  or reasonably necessary
     to  make full economic use of the Mortgaged Properties  or  any  other
     property or otherwise expended in connection with such conditions, and
     including,  without  limitation, any reasonable attorneys' fees, costs
     and expenses incurred  in  connection  with any of the foregoing or in
     enforcing this Agreement or collecting any  sums  due  hereunder;  and
     (iv)  liability  to  any  person or entity to indemnify such person or
     entity for costs expended in  connection  with the items referenced in
     this subsection (d).

          ()   "ENVIRONMENTAL LAWS" means all federal, state or local laws,
     rules or regulations pertaining to the protection  of  human health or
     the  environment,  including,  without  limitation,  the Comprehensive
     Environmental  Response,  Compensation  and Liability Act  (42  U.S.C.
     '  9601,  ET SEQ.), the Resource Conservation  and  Recovery  Act  (42
     U.S.C. ' 6901,  ET SEQ.), the Federal Clean Air Act (42 U.S.C. ' 7401,
     ET SEQ.), and the Federal Clean Water Act (42 U.S.C. ' 1251, ET SEQ.),
     each as amended from  time  to  time, and regulations and rules issued
     thereunder.

          ()   "HAZARDOUS SUBSTANCES"  means (i) any "hazardous substance,"
     as  such  term  is defined in either the  Comprehensive  Environmental
     Response, Compensation  and Liability Act of 1980 (42 U.S.C. ' 9601 ET
     SEQ.)  and  the  regulations   promulgated   thereunder  (as  amended,
     "CERCLA"); (ii) any "hazardous waste," as such  term is defined in the
     Resource Conservation and Recovery Act of 1976 (42  U.S.C.  '  6901 ET
     SEQ.) and the regulations promulgated thereunder (as amended, "RCRA");
     (iii) any substances or materials listed as hazardous or toxic in  the
     United States Department of Transportation Table, as amended from time
     to  time;  (iv)  asbestos  in  any  form  or  any  asbestos containing
     materials; (v) polychlorinated biphenyls ("PCB's"); (vi) any explosive
     or radioactive materials; (vii) hydrocarbons, petroleum  products,  or
     any  derivative  thereof;  or  (viii)  any other chemical, material or
     substance that is regulated as hazardous or toxic or exposure to which
     is  prohibited, limited or regulated by any  federal,  state,  county,
     regional,  local  or other governmental authority or that, even if not
     so regulated, poses  a material threat to the health and safety of the
     occupants or livestock  of  the  Mortgaged Properties or the owners or
     occupants of property adjacent thereto.

          ()   "RELEASE"  means any spilling,  leaking,  pumping,  pouring,
     emitting,  emptying,  discharging,   injecting,   escaping,  leaching,
     dumping   or  disposing  into  the  environment  (including,   without
     limitation,  the  abandonment  or discarding of barrels, containers or
     other receptacles containing any Hazardous Substance).

          ()   "REPORTABLE QUANTITY"  means  that quantity of a material as
     set forth in 40 C.F.R. Part 302 or the quantity  of a material that is
     sufficient to trigger a remediation, response, closure or notification
     obligation under applicable Environmental Laws.

     ..   INDEMNIFICATION... INDEMNIFICATION."

          ()   Subject  to  subsections (b) and (c) below,  notwithstanding
     any provision in this Agreement  or  any Collateral Agreement limiting
     or  negating  the  Company's  liability, the  Company  shall  protect,
     indemnify, save harmless and defend  Purchasers  and  each present and
     former  registered holder (or beneficial holder through  participation
     or otherwise)  of a Note and their respective past, present and future
     officers,  directors,   shareholders,   partners,  employees,  agents,
     contractors,   tenants   and   representatives    (individually,    an
     "Indemnified Party," and collectively, the "Indemnified Parties") from
     and  against  any and all Environmental Damages imposed upon, suffered
     or incurred by  or  asserted  against  any  Indemnified  Party  or the
     Mortgaged  Properties  arising  in  any  manner in connection with the
     existence of an Environmental Condition at the Mortgaged Properties or
     the  occurrence  of  any  Environmental  Activity   at  the  Mortgaged
     Properties,  whether  arising,  occurring, or in existence  during  or
     prior  to  the  Company's ownership  or  operation  of  the  Mortgaged
     Properties, whether  arising,  occurring, or in existence prior to the
     issuance  of the Notes or at any  time  thereafter,  whether  arising,
     occurring,  or in existence before, during or after enforcement of the
     rights and remedies  of  Purchaser or any other registered holder of a
     Note  upon default and whether  or  not  the  Company  is  responsible
     therefor,    including,   without   limitation,   the   violation   of
     Environmental  Laws,  or  any representations, warranties or covenants
     contained herein, any imposition  by any governmental authority of any
     lien or so-called "super priority lien" upon the Mortgaged Properties,
     cleanup costs, liability for personal  injury  or  property  damage or
     damage  to  the  environment  and  any  fines,  penalties and punitive
     damages  with  respect  thereto.  An Indemnified Party  may  elect  to
     conduct its own defense through  counsel  of  its  own choice, and the
     Company agrees to pay the reasonable fees and expenses of such counsel
     for  conducting  such  defense  but  only  if  an  Indemnified   Party
     determines  in  good  faith  that  the  conduct  of its defense by the
     Company  could  be  materially prejudicial to the Indemnified  Party's
     interests.  THESE PROVISIONS ARE INTENDED TO INDEMNIFY THE INDEMNIFIED
     PARTIES AGAINST (i) THE  RESULTS  OF THEIR OWN NEGLIGENCE AND (ii) ANY
     STRICT LIABILITY IMPOSED ON THE INDEMNIFIED PARTIES.

          ()   Notwithstanding  the foregoing,  the  Company's  obligations
     hereunder shall not apply with  respect  to an Environmental Condition
     or  Environmental  Activity  arising  for the  first  time  after  the
     Acquisition Date unless such Environmental  Condition or Environmental
     Activity  is  caused  by  the  Company or its contractors,  agents  or
     representatives  after  the  Acquisition  Date  or  arose  out  of  an
     Environmental Condition or Environmental  Activity,  whether caused by
     the  Company  or  not, occurring or existing prior to the  Acquisition
     Date.  For purposes  of  this  Agreement,  the  Company shall bear the
     burden  of  proving when an Environmental Condition  or  Environmental
     Activity occurred  or  existed.  In addition, any Hazardous Substances
     located upon, about or beneath  the  Mortgaged  Properties  or  having
     migrated to or from the Mortgaged Properties shall be presumed to have
     been  present  prior  to  the  Acquisition Date unless the Company can
     demonstrate  (i)  that  a portion of  the  Hazardous  Substances  were
     introduced to the Mortgaged  Properties after the Acquisition Date and
     were not introduced by the Company, and (ii) the Environmental Damages
     are  divisible  between  the  portion   of  the  Hazardous  Substances
     introduced before and after the Acquisition  Date.  If the Company can
     demonstrate both conditions, then its indemnity  shall  not  extend to
     the  portion  of  any divisible Environmental Damages attributable  to
     Hazardous Substances  introduced to the Mortgaged Properties after the
     Acquisition Date by parties other than the Company.

          ()   In no event shall the provisions of this Agreement be deemed
     to constitute a waiver  of,  or  to be in lieu of, any right or claim,
     including without limitation any right  of contribution or other right
     of recovery that any person entitled to enforce  this  Agreement might
     otherwise have against the Company under the Environmental Laws.

     ..   AGREEMENT    TO    REMEDIATE...    AGREEMENT    TO    REMEDIATE."
Notwithstanding  the obligation of the Company to indemnify the Indemnified
Parties pursuant to  this  Agreement,  the Company shall upon demand of the
registered holders (other than the Company  or  any  Affiliate)  of, in the
aggregate,  sixty-six and two-thirds percent (66-2/3%) or more in principal
amount of the  Notes  at the time outstanding (excluding any Notes directly
or indirectly owned by  the Company or any Affiliate), and at the sole cost
and expense of the Company, promptly take all actions in connection with an
Environmental  Condition  or  Environmental  Activity  causing  an  Adverse
Environmental Impact that are  required  by  any  governmental agency or by
Environmental Laws.  Such actions shall include, but not be limited to, the
investigation of the Environmental Condition of the  Mortgaged  Properties,
the preparation of any feasibility studies, reports or remedial plans,  and
the  performance  of  any  cleanup,  remediation,  containment,  operation,
maintenance,  monitoring  or  restoration  work,  whether on or off of  the
Mortgaged  Properties.  All such work shall be performed  by  one  or  more
qualified and  experienced  contractors,  selected  by  the  Company.   The
Company  shall  proceed continuously and diligently with such investigatory
and remedial actions,  provided  that in all cases such actions shall be in
accordance with all applicable requirements of the appropriate governmental
agencies.   Any  such actions shall  be  performed  in  a  good,  safe  and
workmanlike manner  and shall minimize any impact on the business conducted
at the Mortgaged Properties.  The Company shall pay all costs in connection
with such investigatory  and remedial activities, including but not limited
to all power and utility costs,  and  any and all taxes or fees that may be
applicable  to  such activities.  The Company  shall  promptly  provide  to
Purchasers and the  registered holder of any Note copies of testing results
and reports that are  generated  in  connection  with the above activities.
Promptly upon completion of such investigation and remediation, the Company
shall  permanently  seal  or cap all monitoring wells  and  test  holes  to
industrial standards as required  by  the  Environmental  Laws,  remove all
associated  equipment, and restore the Mortgaged Properties to the  maximum
extent possible, which shall include, without limitation, the repair of any
material surface  damage,  including paving, and the repair, restoration or
reconstruction of any damaged  improvements caused by such investigation or
remediation.

     ..   COVENANTS... COVENANTS."

          ()   The Company shall  during  its ownership or operation of the
     Mortgaged Properties (i) comply with all  Environmental  Laws relating
     to  the  Mortgaged  Properties and the ownership or operation  of  the
     Mortgaged Properties,  and not engage in or permit others to engage in
     any Environmental Activity  in  violation  of  the Environmental Laws;
     (ii)  establish and maintain, as required by the  Environmental  Laws,
     policies,  procedures  and  programs  to monitor and assure compliance
     with the Environmental Laws relating to  the  Mortgaged  Properties or
     the ownership or operation of the Mortgaged Properties and  provide an
     Indemnified  Party  upon  request  with evidence of the existence  and
     implementation  of  these policies, procedures,  and  programs;  (iii)
     deliver to Purchasers  and  the  registered  holder of any Note within
     fifteen (15) days following the occurrence of  any such event, written
     notice of the discovery by the Company of any event, the occurrence of
     which  would  render  any  representation  or  warranty  contained  in
     Section  6.2  incorrect  if made at the time of such  discovery;  (iv)
     promptly comply with Environmental  Laws  requiring  the  remediation,
     abatement,  removal, treatment or disposal of Hazardous Substances  or
     remediation of  an  Environmental  Condition;  (v) cause any party who
     occupies the Mortgaged Properties to comply with  this  Section  11.4;
     and  (vi)  not  cause  or  suffer  any liens to be recorded against or
     imposed against any of the Mortgaged  Properties  as  a  result  of an
     Environmental  Condition  or  Environmental  Activity  and which liens
     violate  the  terms  of  Section  14.1(g).   The  Company  shall  work
     diligently  to  complete  all  investigations  of Environmental Issues
     needed to make such a determination, shall correct  any  violation  of
     Environmental   Laws  identified,  and  shall  remediate  any  Adverse
     Environmental Impact  in  the  manner  described in Section 11.3.  The
     Company acknowledges and agrees that these  Environmental  Issues  and
     any  Environmental Damages related to them are within the scope of the
     indemnification obligation of Section 11.2.

          ()   The  Company  hereby  represents  and warrants to Purchasers
     that  it  engaged  ROWEnvironmental  to  investigate   each   of   the
     environmental   issues  (the  "Environmental  Issues")  identified  on
     EXHIBIT G to the  Original  Note  Purchase Agreement in the manner and
     within  the time periods described in  such  EXHIBIT  G  and  provided
     Purchaser  with  a  written  report  that concluded none of the issues
     represented  a  violation  of  Environmental   Laws   or   an  Adverse
     Environmental Impact.

          ()   The  Company  hereby  acknowledges that it has received  the
     results of a subsurface investigation conducted by Law Engineering and
     Environmental Services, Inc. ("Law")  in  connection  with  the "Green
     Acres  Hatchery  and  Feed Mill" in Center, Shelby County, Texas  (the
     "Feed Mill") and specifically  acknowledges receipt of a letter report
     from  Law,  dated  April  4,  1997, entitled  "Revised  Letter  Report
     Concerning Cost Estimates, Green  Acres  Feed  Mill,  1102  Logansport
     Street,  Center, Shelby County, Texas 75935, Law Project 60360-6-5829-
     02 & 03-916"  ("Law  Letter Report").  The Company agrees that, at the
     closing of the Green Acre  Acquisition, the Company will require Green
     Acre to enter into an Environmental Escrow Agreement with the Company,
     in a form reasonably acceptable to Purchasers, which shall include the
     following  provisions:  (i) Green  Acre  shall  place  the  amount  of
     $110,000 in  escrow  ("Escrow")  with  Harris  Trust  and Savings Bank
     ("Escrow Agent"); (ii) Green Acre shall perform a response  action  in
     connection with the Environmental Conditions that are now known or may
     be   encountered   during  further  investigation  or  remediation  in
     connection with "Area  1"  and  "Area  2" as defined in the Law Letter
     Report; (iii) the response action shall  commence  on  or prior to the
     closing of the Green Acre Acquisition and Green Acre shall perform the
     response action in compliance with all of the requirements  of Section
     11.3  of  this  Agreement  that  are binding on the Company; (iv)  the
     response action shall be deemed to  be completed upon the receipt from
     the  Texas Natural Resource Conservation  Commission  ("TNRCC")  of  a
     letter  or  certificate  stating  that the TNRCC is satisfied with the
     response action performed and that  no  further  activity  is required
     ("Regulatory Closure"); (v) the Escrow shall be released to Green Acre
     upon  the  receipt by the Company of reasonable evidence of Regulatory
     Closure; (vi)  the  Escrow  shall  be  forfeited to the Company in the
     event  of  a  default  by  Green Acre under the  Environmental  Escrow
     Agreement, but shall remain  in  escrow  with  the  Escrow Agent until
     Regulatory Closure is attained at which time it will  be  released  to
     the  Company  upon  the  written  consent of Purchasers; and (vii) the
     forfeiture of the Escrow to the Company  shall  not release any rights
     that  the  Company has against Green Acre for in connection  with  any
     Environmental  Condition.   The  Company  further  covenants  that the
     Company  shall be liable to the Purchasers for the performance of  the
     obligations of Green Acre under the Environmental Escrow Agreement and
     that a breach  by Green Acre of the Environmental Escrow Agreement, if
     not cured by the  Company  within  a  reasonable time of the Company's
     knowledge of the breach, shall be an Event of Default.

     ..   SITE ASSESSMENTS... SITE ASSESSMENTS."   The  registered  holders
(other  than the Company or any Affiliate) of, in the aggregate, a majority
of the principal amount of the Notes at the time outstanding (excluding any
Notes directly or indirectly owned by the Company or any Affiliate) (by its
officers, employees and agents, as applicable) at any time and from time to
time, either  prior  to or after the occurrence of an Event of Default, may
contract for the services  of  persons  (the  "Site  Reviewers") to perform
environmental  site  assessments  ("Site  Assessments")  on  the  Mortgaged
Properties  for  the  purpose  of determining whether there exists  on  the
Mortgaged Properties any Environmental Condition or Environmental Activity,
or other ownership or operation  of  the  Mortgaged  Properties  that is in
violation  of Environmental Laws or could reasonably be expected to  result
in Environmental  Damages.   The  Site  Assessments may be performed at any
time  or  times, upon reasonable notice, and  under  reasonable  conditions
established  by the Company that do not unreasonably impede the performance
of the Site Assessments.   The  Company  hereby grants, and shall cause any
tenant to grant, to an Indemnified Party, its agents, attorneys, employees,
consultants, and contractors and the Site Reviewers, an irrevocable license
and authorization to enter upon and inspect  the  Mortgaged  Properties and
perform such tests, including without limitation, subsurface testing,  soil
and  ground  water  testing, and other tests that may physically invade the
Mortgaged Properties,  as the registered holders (other than the Company or
any Affiliate) of, in the  aggregate, a majority of the principal amount of
the  Notes  at  the  time outstanding  (excluding  any  Notes  directly  or
indirectly  owned  by  the   Company  or  any  Affiliate),  in  their  sole
discretion, determine is necessary  to  protect  their  liens, assignments,
and/or  security interests in the Mortgaged Properties.  The  Company  will
supply to  the  Site  Reviewers such historical and operational information
regarding the Mortgaged  Properties  as  may be reasonably requested by the
Site Reviewers to facilitate the Site Assessments  and will make reasonably
available for meetings with the Site Reviewers appropriate personnel having
knowledge of such matters.  On request, Purchaser (if  it  shall remain the
holder  of any Notes) or any registered holder of any Note shall  make  the
results of  such  Site  Assessments fully available to the Company within a
reasonable period of time  after such request, and the Company (prior to an
Event  of  Default)  may  at  its  election  participate  under  reasonable
procedures in the direction of such Site Assessments and the description of
tasks of the Site Reviewers.  The  cost of performing such Site Assessments
shall be paid by the Company upon demand  of  the registered holders (other
than the Company or any Affiliate) of, in the aggregate,  a majority of the
principal amount of the Notes at the time outstanding (excluding  any Notes
directly or indirectly owned by the Company or any Affiliate).

     ..   DEFAULT;     REMEDIES;    SUBROGATION...    DEFAULT;    REMEDIES;
SUBROGATION."   If  the Company  fails  to  proceed  with  any  removal  or
remediation  of Hazardous  Substances  causing  any  Adverse  Environmental
Impact required  by Environmental Laws or to comply with Environmental Laws
or otherwise fails to perform its obligations under this Article 11, at the
option of the registered  holders (other than the Company or any Affiliate)
of, in the aggregate, a majority  of  the  principal amount of the Notes at
the time outstanding (excluding any Notes directly  or  indirectly owned by
the Company or any Affiliate), such registered holders may,  but  shall not
be  obligated  to,  do  whatever  is  reasonable and in conformity with the
Environmental Laws at the Company's sole  cost  and  expense  to  remove or
remediate such Hazardous Substances causing an Adverse Environmental Impact
or otherwise comply with Environmental Laws, and the indemnity provided  in
11.2  hereof  shall  cover  all  such  reasonable  and  necessary costs and
expenses and shall be payable by the Company on demand.  Without in any way
limiting  or  affecting the Company's liability hereunder,  Purchasers  and
each registered  holder  of  a  Note  shall be subrogated to any rights the
Company may have under any indemnifications from or agreements entered into
with  any present, future or former owners,  tenants,  occupants  or  other
users of the Mortgaged Properties.

     ..   SURVIVAL... SURVIVAL."  The obligations of the Company under this
Article  11  shall  survive  any  payment  of  the  Notes,  any  discharge,
satisfaction, release or assignment of any Security Document, the discharge
of the Company's obligations under the Collateral Agreements, any  transfer
of  the  Mortgaged Properties or any part thereof, any exercise of remedies
by Purchaser  or  the  registered  holder  of any Notes, including, without
limitation, the appointment of a receiver, any  foreclosure of the Security
Documents or any transfer of the Mortgaged Properties (or any part thereof)
by deed in lieu of foreclosure, any investigation  or  any information that
may be obtained by Purchasers or the registered holder of  any Notes before
or  after  the  Acquisition  Date,  and  any  other  event  or circumstance
whatsoever.

     ..   CONFLICTS.. CONFLICTS".  In the event of any conflict between the
terms  of this Article 11 and those contained in the Mortgages,  the  terms
hereof shall control.


                            ARTICLE .."
         REGISTRATION, TRANSFER, AND SUBSTITUTION OF NOTES

     ..   NOTE  REGISTER; OWNERSHIP OF NOTES... NOTE REGISTER; OWNERSHIP OF
NOTES."  The Company  will keep at its principal office a register in which
the  Company will provide  for  the  registration  of  the  Notes  and  the
registration  of  transfers of the Notes.  The Company may treat the Person
in whose name any Note  is registered on such register as the owner thereof
for the purpose of receiving payment of the principal of and the applicable
Premium, if any, and interest  on  such  Note  and  for all other purposes,
whether  or not such Note shall be overdue, and the Company  shall  not  be
affected by any notice to the contrary.

     ..   TRANSFER  AND  EXCHANGE  OF  NOTES...  TRANSFER  AND  EXCHANGE OF
NOTES."   Upon  surrender of any Note for registration of transfer  or  for
exchange to the Company  at  its  principal  office,  at the expense of the
transferring  parties,  the  Company  will  execute  and the  Company  will
authenticate  and  deliver  in  exchange therefor a new Note  or  Notes  in
denominations, as requested by the  registered  holder or transferee, which
aggregate the unpaid principal amount of such surrendered  Note.  Each such
new Note shall be registered in the name of such Person as such  registered
holder or transferee may request, shall be dated so that there will  be  no
loss  of  interest  on such surrendered Note and shall be otherwise of like
tenor.

     ..   REPLACEMENT  OF  NOTES... REPLACEMENT OF NOTES."  Upon receipt of
evidence  reasonably satisfactory  to  the  Company  of  the  loss,  theft,
destruction  or  mutilation  of any Note and, in the case of any such loss,
theft or destruction, upon delivery  of  an  indemnity agreement reasonably
satisfactory to the Company from the registered  holder  of  such  Note and
financial information reasonably satisfactory to the Company verifying such
registered holder's ability to provide such indemnification, or in the case
of any such mutilation, upon the surrender of such Note for cancellation to
the Company at its principal office, at the expense of the party requesting
replacement,  the  Company will execute, authenticate and deliver, in  lieu
thereof, a new Note  of  like tenor, dated so that there will be no loss of
interest on such lost, stolen,  destroyed  or  mutilated Note.  Any Note in
lieu  of which any such new Note has been executed  and  delivered  by  the
Company  shall  not  be  deemed  to  be an outstanding Note for any purpose
hereof.


                            ARTICLE .."
                         PAYMENTS ON NOTES

     So long as a Purchaser or its nominee shall hold any Note, the Company
will pay all sums becoming due on such  Note  for principal, the applicable
Premium, if any, and interest in immediately available  funds by the method
and  at  the  address  specified  for  such  purpose  in  the  Schedule  of
Information  for  Payment  and Notices at the end hereof (the "Schedule  of
Information for Payment and  Notices"),  or by such other method or at such
other address as a Purchaser shall have specified  from time to time to the
Company in writing for such purpose, without the presentation  or surrender
of  such Note or the making of any notation thereon, except that  any  Note
paid   or  prepaid  in  full  shall  be  surrendered  to  the  Company  for
cancellation  at  its  principal  office.   Prior  to  any  sale  or  other
disposition  of any Note held by a Purchaser or its nominee, such Purchaser
will, at its election,  either  (a) endorse thereon the amount of principal
paid thereon and the last date to  which interest has been paid thereon, or
(b) surrender such Note to the Company  in exchange for a new Note or Notes
pursuant to Section 12.2.  The Company will  afford  the  benefits  of this
Article  13  to  any  registered  holder  of  a Note that has made the same
agreement  relating  to  such  Note  as  a  Purchaser  have  made  in  this
Article 13.


                            ARTICLE .."
                EVENTS OF DEFAULT AND ACCELERATION

     ..   EVENTS OF DEFAULT.. EVENTS OF DEFAULT".  The occurrence of any of
the following conditions or events shall constitute  an  "Event of Default"
under this Agreement:

          ()   PAYMENTS.  The Company shall default in the payment when due
     of  any principal, Premium, if any, or interest on any  Note  (whether
     the same  becomes  due  and  payable  at  maturity,  by declaration or
     otherwise) or any other amounts owing hereunder; or

          ()   REPRESENTATIONS, ETC.  Any representation or  warranty  made
     in  writing by or on behalf of the Company herein or in any Collateral
     Agreement  or in any statement or certificate delivered or required to
     be delivered  pursuant  hereto  or thereto shall prove to be untrue in
     any material respect on the date as of which made or deemed made; or

          ()   BREACH OF CERTAIN COVENANTS.   The  Company shall default in
     the  due  performance  or observance by it of any  term,  covenant  or
     agreement contained in Section  10.7 (to the extent such default could
     reasonably be expected to have a  Material Adverse Effect or adversely
     affect  Purchaser's  rights  in the Collateral),  10.8,  10.9,  10.11,
     10.12, 10.13, 10.14, 10.19(b) or 10.20; or

          ()   BREACH OF OTHER COVENANTS.  The Company shall default in the
     due performance or observance by it of any term, covenant or agreement
     (other than those referred to  in  subsections (a), (b) or (c) of this
     Section  14.1)  contained in this Agreement  and  such  default  shall
     continue unremedied  for  a  period of at least 30 calendar days after
     the earlier of (x) written notice  to  the  defaulting  party  by  any
     registered holder of a Note or (y) a Responsible Officer has knowledge
     of such default; or

          ()   DEFAULT  UNDER  OTHER  AGREEMENTS.   (i)  The  Company shall
     default in the payment when due of any principal of or interest on any
     Debt (which Debt is in an aggregate principal amount of $2,000,000  or
     more)  and  such  default  shall  not  be  waived  or cured within any
     applicable grace or cure period; or (ii) the maturity  of  any Debt of
     the  Company  in  an aggregate principal amount of $2,000,000 or  more
     shall be accelerated  or  subject  to  acceleration  due  to a default
     thereunder; or

          ()   BANKRUPTCY,  ETC.   The  Company  shall commence a voluntary
     case  concerning  itself  under  title 11 of the  United  States  Code
     entitled "Bankruptcy", as now or hereafter in effect, or any successor
     statute thereto (the "Bankruptcy Code");  or  an  involuntary  case is
     commenced  against  the  Company  under  the  Bankruptcy  Code and the
     petition  is  not  controverted  within  10  Business Days, or is  not
     dismissed  within  60  days,  after commencement of  the  case;  or  a
     custodian (as defined in the Bankruptcy  Code)  is  appointed  for, or
     takes  charge  of,  all  or  substantially  all of the property of the
     Company;  or  the  Company  commences any other proceeding  under  any
     reorganization, arrangement,  adjustment  of  debt, relief of debtors,
     dissolution,  insolvency  or  liquidation  or  similar   law   of  any
     jurisdiction  whether  now  or  hereafter  in  effect  relating to the
     Company; or there is commenced against the Company any such proceeding
     which remains undismissed for a period of 60 days; or the  Company  is
     adjudicated  insolvent  or  bankrupt;  or any order of relief or other
     order approving any such case or proceeding is entered; or the Company
     suffers any appointment of any custodian  or  the  like  for it or any
     substantial part of its property to continue undischarged  or unstayed
     for a period of 60 days; or the Company makes a general assignment for
     the  benefit  of  creditors;  or any corporate action is taken by  the
     Company for the purpose of effecting any of the foregoing; or

          ()   ERISA.  (i) Any Plan  shall  fail  to  satisfy  the  minimum
     funding  standard  required  for  any  plan  year or part thereof or a
     waiver  of  such standard or extension of any amortization  period  is
     sought or granted  under  Section  412 of the Code, any Plan is, shall
     have been or is reasonably likely to  be  terminated or the subject of
     termination proceedings under ERISA, any Plan  shall  have an Unfunded
     Current Liability, the Company or any Related Person has  incurred  or
     is  reasonably  likely to incur a liability to or on account of a Plan
     under Section 405,  409,  502(i), 501(1), 515, 4062, 4063, 4064, 4069,
     4201, 4204 or 4212 of ERISA  or  Section  4971 or 4975 of the Code, or
     the Company or any Related Person has incurred or is reasonably likely
     to incur liabilities pursuant to one or more  employee welfare benefit
     plan  that  provide  benefits  to retired employees  or  other  former
     employees  (other than as required  by  Section  601  of  ERISA);  and
     (ii) there shall  result  from any event or events described in clause
     (i) of this subsection (f)  the imposition or granting of a Lien, or a
     liability or a material risk  of  incurring a liability; and (iii) any
     Lien or liability referred to in clause  (ii)  of  this subsection (f)
     could reasonably be expected to have a Material Adverse Effect; or

          ()   JUDGMENTS.   There  shall  remain  in  force,  undischarged,
     unsatisfied, unstayed and unbonded, for more than 60 days,  any  final
     judgment  entered  against any one or more of the Company which is not
     funded by insurance  in  due  course  in  accordance  with  applicable
     insurance  coverage,  from  which  no further appeal may be taken  and
     which, with other outstanding undischarged,  unsatisfied, unstayed and
     unbonded final judgments against such Person not  funded  by insurance
     in  due  course  in  accordance  with  applicable  insurance coverage,
     exceeds $5,000,000 in the aggregate.

     ..   ACCELERATION... ACCELERATION."

          ()   Upon  the  occurrence of any Event of Default  described  in
     Section 14.1(f), the unpaid  principal  amount of and accrued interest
     on the Notes shall automatically become due  and  payable,  and  there
     shall also be due and payable the applicable Premium in respect of the
     unpaid principal amount of the Notes, all without presentment, demand,
     protest,  notice  of  intent to accelerate, notice of acceleration, or
     any other notice of any kind, which are hereby waived.

          ()  Upon the occurrence  of  any  Event  of Default other than as
     described  in  Section  14.1(f), any registered holder  or  registered
     holders (other than the Company  or  any Affiliate thereof) of, in the
     aggregate, fifty-one percent (51%) or  more in principal amount of the
     Notes  at  the  time  outstanding (excluding  any  Notes  directly  or
     indirectly owned by the  Company  or  any  Affiliate)  may at any time
     (unless  all  defaults  shall theretofore have been remedied  and  all
     costs   and  expenses  including,   without   limitation,   reasonable
     attorneys'  fees  and  expenses  incurred  by  or  on  behalf  of  the
     registered holders of the Notes by reason thereof shall have been paid
     in  full  by the Company) at its or their option, by written notice or
     notices to  the  Company, declare all the Notes to be due and payable,
     whereupon the same  shall forthwith mature and become due and payable,
     together with interest  accrued  thereon,  and there shall also be due
     and payable the applicable Premium in respect  of the principal amount
     of  the  Notes  so declared due and payable, all without  presentment,
     demand,  protest,   notice   of   intent   to  accelerate,  notice  of
     acceleration,  or any other notice of any kind  (except  as  otherwise
     specifically provided  herein),  which are hereby waived.  The Company
     acknowledges that Purchasers purchased  the  Notes  on  the  basis and
     assumption  that  Purchasers  and the registered holders from time  to
     time  of the Notes would receive  the  payments  of  principal  and/or
     interest  set forth in Section 2.1 and Articles 7 and 8 hereof for the
     full term of  the Notes; therefore, whenever the maturity of the Notes
     has been accelerated by reason of an Event of Default, a tender of the
     amount necessary  to  satisfy  any  part  or  all  of the indebtedness
     represented  by  the Notes paid at any time following  such  Event  of
     Default and prior to a foreclosure or trustee's sale shall be deemed a
     voluntary prepayment,  and  such  payment shall include the applicable
     Premium.  Similarly, any purchase at a foreclosure sale or a trustee's
     sale  shall  be  deemed  a voluntary prepayment,  and  the  registered
     holders of the Notes shall,  to  the  extent permitted by law, receive
     out of the proceeds of such sale, in addition  to all other amounts to
     which they are entitled, the applicable Premium.

     ..   REMEDIES... REMEDIES."  If any Event of Default  shall  occur and
be  continuing,  the  registered holder of any Note at the time outstanding
may proceed to protect  and enforce the rights available to such registered
holder at law, in equity, by statute or otherwise, whether for the specific
performance of any agreement  contained  herein  or,  in  the  case  of any
registered  holder  of Notes, in such Note, or for an injunction against  a
violation of any of the  terms hereof or thereof, or in aid of the exercise
of any power granted hereby  or thereby or by law or otherwise.  In case of
a default in the payment of any principal of or applicable Premium, if any,
or interest on any Note, the Company  will  pay  to  the  registered holder
thereof such further amount as shall be sufficient to cover  the  costs and
expenses   of   collection,   including,   without  limitation,  reasonable
attorneys'  fees,  expenses  and  disbursements   incurred   in  connection
therewith.  No course of dealing and no delay on the part of any registered
holder  of any Note in exercising any right, power or remedy shall  operate
as a waiver thereof or otherwise prejudice such registered holder's rights,
powers or  remedies  except  as  expressly  provided for herein.  No right,
power or remedy conferred hereby upon any registered  holder of any Note or
by any Note upon any registered holder thereof shall be  exclusive  of  any
other  right,  power  or  remedy  referred  to  herein or therein or now or
hereafter available at law, in equity, by statute or otherwise.  Subject to
Section 14.2(b), any registered holder or registered  holders  (other  than
the Company or any Affiliate) of, in the aggregate, a majority in principal
amount  of  the Notes at the time outstanding (excluding any Notes directly
or indirectly owned by the Company or any Affiliate) may at any time pursue
any remedies  available  under  this  Agreement  or  any  of the Collateral
Agreements.


                            ARTICLE .."
                             EXPENSES

     The  Company will pay all reasonable expenses in connection  with  the
negotiation,  execution  and  delivery,  performance  and  enforcement, and
amendment  or  waiver  of  any  terms or provisions of this Agreement,  any
Collateral Agreement, and the Notes,  including,  without  limitation:  (a)
the  cost  and  expenses  of preparing and reproducing this Agreement,  the
Collateral Agreements and the  Notes, of furnishing all opinions of Special
Counsel, Purchasers' special local  counsel,  and  counsel  for the Company
(including any opinions requested by Special Counsel as to any legal matter
arising hereunder) and all certificates on behalf of the Company and of the
Company's performance of and compliance with all agreements and  conditions
contained  therein  on  its part to be performed or complied with; (b)  the
cost of delivering to each  Purchaser's  principal  office, insured to such
Purchaser's satisfaction, the Notes sold to each Purchaser  hereunder;  (c)
the  reasonable  out-of  pocket  expenses and reasonable fees, expenses and
disbursements of Special Counsel and  Purchaser's  special local counsel in
connection with any amendments or waivers hereunder;  and  (d) the cost and
expense  related  to  title  insurance  and  charges, survey, environmental
audit,  engineering and architect fees, recording  fees,  and  real  estate
taxes contemplated  herein  or  in  the Collateral Agreements.  The Company
also will pay, and will save each Purchaser  and  each registered holder of
any  Notes harmless from, (i) all claims in respect  of  the  fees  of  any
brokers  and  finders, except those engaged by such Purchaser, and (ii) any
and all liabilities  with  respect  to  any  taxes  (including interest and
penalties), other than federal income taxes, that may be payable in respect
of (A) the execution and delivery hereof and of the Collateral  Agreements,
(B) the issue of the Notes hereunder, and (C) any amendment or waiver under
or in respect hereof, of any Collateral Agreement or of the Notes.


                            ARTICLE .."
                           MISCELLANEOUS

     ..   SURVIVAL...  SURVIVAL."   All  representations,  warranties   and
covenants  contained  herein,  in  the  Notes  and  in any other Collateral
Agreement or made in writing by or on behalf of the Company  in  connection
with  the  transactions  contemplated hereby and thereby shall survive  the
execution and delivery hereof,  any  investigation  at  any  time made by a
Purchaser  or  on  such  Purchaser's  behalf,  the  purchase  of  the Notes
hereunder,  or  any  disposition  or  payment of the Notes.  All statements
contained in any certificate delivered  by  or  on  behalf  of  the Company
pursuant hereto or in connection with the transactions contemplated  hereby
shall be deemed representations and warranties of the Company hereunder.

     ..   AMENDMENTS  AND  WAIVERS...  AMENDMENTS  AND  WAIVERS."  Any term
hereof  or  of  the  Notes  may  be  amended (with written consent  of  the
Company), and the observance of any term  hereof  or  of  the  Notes may be
waived   (either   generally   or  in  a  particular  instance  and  either
retroactively or prospectively),  only  upon  the  written  consent  of the
registered  holder  or  registered  holders  (other than the Company or any
Affiliate) of, in the aggregate, sixty-six and two-thirds percent (66-2/3%)
or more in principal amount of the Notes at the time outstanding (excluding
any Notes directly or indirectly owned by the  Company  or  any Affiliate),
provided  that without the prior written consent of the registered  holders
of all the  Notes  at the time outstanding (excluding any Notes directly or
indirectly owned by  the  Company  or  any Affiliate), no such amendment or
waiver shall (a) extend the fixed maturity  or  reduce the amount or extend
the  time  of payment of any principal or premium payable  (whether  as  an
installment  or  upon any prepayment) on any Note of such class; (b) reduce
the percentage set  forth  above  of the principal amount of the Notes, the
registered holders of which are required  to  consent  to  any amendment or
waiver set forth in such subdivision; or (c) change the percentage  of  the
principal  amount of the Notes, the registered holders of which may declare
the Notes to be due and payable as provided in Section 14.2.  Any amendment
or waiver effected  in  accordance  with this Section 16.2 shall be binding
upon each registered holder of any Note,  at  the  time  outstanding,  each
future registered holder of any Note, and the Company.

     ..   INDEMNIFICATION..  INDEMNIFICATION".   The Company will indemnify
and  hold  harmless each Indemnified Party from and  against  any  and  all
losses, claims,  damages  and  liabilities, joint or several (including all
reasonable  legal  fees  or  other  expenses  reasonably  incurred  by  any
Indemnified Party in connection with  the preparation for or defense of any
pending or threatened claim, action or proceeding, whether or not resulting
in  any  liability), to which such Indemnified  Party  may  become  subject
(whether or  not  such  Indemnified  Party  is  a  party thereto) under any
applicable federal or state law or otherwise caused  by  or arising out of,
or  allegedly caused by or arising out of, this Agreement,  any  Collateral
Agreement,  or  any  transaction  contemplated  hereby,  other than losses,
claims,  damages  or  liabilities resulting from any grossly  negligent  or
unlawful act by Indemnified  Party seeking indemnification hereunder. THESE
PROVISIONS ARE INTENDED TO INDEMNIFY  THE  INDEMNIFIED  PARTIES AGAINST THE
RESULTS OF THEIR OWN NEGLIGENCE.

     Promptly after receipt by an Indemnified Party of notice of any claim,
action or proceeding with respect to which an Indemnified Party is entitled
to indemnity hereunder, such Indemnified Party will notify  the  Company of
such claim or the commencement of such action or proceeding, provided  that
the failure of an Indemnified Party to give notice as provided herein shall
not  relieve  the  Company  of its obligations under this Section 16.3 with
respect to such Indemnified Party, except to the extent that the Company is
actually prejudiced by such failure.   The  Company will assume the defense
of such claim, action or proceeding and will employ counsel satisfactory to
the Indemnified Party and will pay the fees and  expenses  of such counsel.
Notwithstanding  the  preceding  sentence,  the Indemnified Party  will  be
entitled, at the expense of the Company, to employ  counsel  separate  from
counsel  for  the  Company,  and for any other party in such action, if the
Indemnified Party reasonably determines  that  a  conflict  of  interest or
other  reasonable basis exists that makes representation by counsel  chosen
by the Company not advisable.  If an Indemnified Party appears as a witness
in any action  or  proceeding  brought  against  the  Company or any of its
Affiliates (or any of their partners, officers, directors  or employees) in
which an Indemnified Party is not named as a defendant, the  Company agrees
to reimburse such Indemnified Party for all out-of-pocket expenses incurred
by  it  (including  fees  and  expenses of counsel) in connection with  the
appearance as a witness.  The Indemnified  Party  shall  settle no claim or
take any other action prejudicing the Company's defense without the consent
of the Company, which consent will not be unreasonably withheld or delayed.
Purchaser agrees to reasonably cooperate with the Company in the defense of
any such action or proceeding.


     ..   USURY NOT INTENDED... USURY NOT INTENDED."   The  Company, Purchasers
and all other registered holders of any Notes intend
to conform strictly to the usury laws in force that apply to  the  transactions
evidenced or contemplated hereby.  Accordingly, all agreements among the
Company, Purchasers, and any other registered holder of any Notes,  whether
now  existing or hereafter arising and whether written or oral, are hereby
limited so that in no contingency, whether by reason of acceleration  of the
maturity of the Notes, or otherwise, shall the interest (and all other sums
that are deemed to be interest) contracted for, charged,  received, paid
or  agreed  to be paid exceed the Highest Lawful Rate (as defined below).
The Company and Purchasers stipulate and agree  that  the terms and provisions
contained  in this Agreement and the Collateral Agreements are not intended to
and shall never be construed to create a contract to pay for the use,  
forbearance  or  detention of money an amount in excess of the maximum amount
permitted to be charged by applicable law, if any.

     Anything  in  this  Agreement  or  the  Collateral Agreements  to  the
contrary notwithstanding, neither the Company  nor  any  other party now or
hereafter becoming liable for payment of the Notes shall ever  be  required
to  pay  interest  on  or with respect to the Notes or any other obligation
hereunder at a rate in excess  of  the  Highest  Lawful  Rate,  and  if the
effective  rate  of  interest  that  would  otherwise be payable under this
Agreement  or  on or with respect to the Notes  would  exceed  the  Highest
Lawful Rate, or if the registered holders of such Notes or obligation shall
receive anything  of  value  that  is  deemed  or  determined to constitute
interest that would increase the effective rate of interest  payable  under
this  Agreement  or  on  or  with  respect  to  the Notes or the Collateral
Agreements to a rate in excess of the Highest Lawful  Rate,  then  (a)  the
amount  of  interest  that would otherwise be payable under this Agreement,
the Notes or the Collateral  Agreements  shall  be  reduced  to  the amount
allowed  at  the  Highest  Lawful  Rate  under  applicable law, and (b) any
unearned interest paid by the Company or any interest  paid  by the Company
in excess of the Highest Lawful Rate shall, at the option of the registered
holders of the Notes, be either refunded to the Company or credited  on the
principal of such Notes.  It is further agreed that, without limitation  of
the  foregoing,  all  calculations  of the rate of interest contracted for,
charged or received by any registered  holder  of  the Notes, or under this
Agreement, that are made for the purpose of determining  whether  such rate
exceeds the Highest Lawful Rate, shall be made, to the extent permitted  by
applicable  law (now or, to the extent permitted by law, hereafter enacted)
governing the  Highest  Lawful Rate, by (i) characterizing any nonprincipal
payment  as  an expense, fee  or  premium  rather  than  as  interest,  and
(ii) amortizing,  prorating, allocating and spreading in equal parts during
the period of the full  term  of  the  Notes  (including  the period of any
renewal  or  extension  thereof), all interest at any time contracted  for,
charged or received by such  registered holder in connection therewith.  As
used in this Section 16.4, the term "Highest Lawful Rate" means the maximum
nonusurious rate of interest permitted  from  time to time to be contracted
for, taken, charged or received with respect to the Notes by the registered
holders thereof, under applicable law as in effect  with  respect  to  this
Agreement or the Notes.

     ..   NOTICES... NOTICES."

          ()   For  all  purposes  under this Agreement, the address of the
     Company shall be P.O. Box 93, 110 South Texas Street, Pittsburg, Texas
     75686, Attention: Richard Cogdill,  Chief  Financial Officer, telecopy
     no. 903-855-4934 and for each Purchaser shall be the address set forth
     on the Schedule of Information for Payment and  Notices  or such other
     address  of  which all such Persons have received ten (10) days  prior
     written notice.

          ()   Any  notice, demand, request or report required or permitted
     to be given or made to the Company or a Purchaser under this Agreement
     shall be in writing  and  shall be deemed given or made when delivered
     in person, when sent if by  overnight courier or telecopy (if followed
     by hard copy) or five (5) Business  Days  after  the date when sent by
     United States registered or certified mail to any  such  Person at its
     address referenced in Section 16.5(a) above.

     ..   REPRODUCTION  OF  DOCUMENTS... REPRODUCTION OF DOCUMENTS."   This
Agreement   and  all  documents  relating   thereto,   including,   without
limitation, (a)  consents,  waivers and modifications that may hereafter be
executed, (b) documents received  by  Purchasers at the Closing (except the
Notes  themselves), and (c) financial statements,  certificates  and  other
information  previously  or  hereafter  furnished  to  Purchasers,  may  be
reproduced  by  a  Purchaser  or  the registered holder of any Notes by any
photographic, photostatic, microfilm,  microcard, miniature photographic or
other similar process and a Purchaser or the registered holder of any Notes
may destroy any original document so reproduced.   The  Company  agrees and
stipulates  that  any such reproduction shall be admissible in evidence  as
the original itself  in  any judicial or administrative proceeding (whether
or not the original is in  existence  and  whether or not such reproduction
was  made  by a Purchaser or the registered holder  of  any  Notes  in  the
regular course  of business) and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

     ..   SUCCESSORS AND ASSIGNS... SUCCESSORS AND ASSIGNS."

          (a)  This  Agreement  shall  be  binding  upon  and  inure to the
     benefit of and be enforceable by the respective successors and assigns
     of the parties hereto, whether so expressed or not, and shall inure to
     the  benefit  of  and  be  enforceable  by  any  registered holder  or
     registered   holders   from   time   to   time  of  any  Notes.    The
     representations, warranties and covenants of the Company hereunder are
     intended  to  be  for  the benefit of, and inure  to,  all  registered
     holders from time to time of any of the Notes.

          (b)  The  Company  acknowledges   that   Purchasers   intend   to
     participate  all  or  a  portion  of  the Notes to one or more of such
     Purchasers'   Affiliates   and  that  all  of   the   representations,
     warranties, covenants and agreements  of  the Company shall be for the
     benefit of Purchasers' Affiliates as well as Purchaser.

     ..   ENTIRE  AGREEMENT.. ENTIRE AGREEMENT".   THIS  WRITTEN  AGREEMENT
REPRESENTS  THE  FINAL  AGREEMENT  BETWEEN  THE  PARTIES  AND  MAY  NOT  BE
CONTRADICTED BY EVIDENCE  OF  PRIOR,  CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL
AGREEMENTS  OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.

     ..   GOVERNING  LAW...  GOVERNING  LAW."  THIS AGREEMENT AND THE NOTES
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF TEXAS (WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS).

     ..   INVALID  PROVISIONS...  INVALID PROVISIONS."   If  any  provision
hereof or any application thereof shall  be  invalid  or unenforceable, the
remainder hereof and any other application of such provision  shall  not be
affected thereby.

     ..   HEADINGS...   HEADINGS."   The  Table  of  Contents  and  Section
headings herein are for purposes of reference only and shall not constitute
a part hereof.

     ..   COUNTERPARTS... COUNTERPARTS."  This Agreement may be executed in
any number of counterparts,  each of which shall be an original, but all of
which together shall constitute one instrument.

     ..   FURTHER ACTION.. FURTHER  ACTION".  The parties shall execute all
documents, provide all information, and  take  or  refrain  from taking all
actions as may be necessary or appropriate to achieve the purposes  of this
Agreement.

     ..   CREDITORS.. CREDITORS".  None of the provisions of this Agreement
shall be for the benefit of or enforceable by any creditors of the Company,
except as otherwise expressly provided herein.

     ..   WAIVER..  WAIVER".   No  failure  by any party to insist upon the
strict performance of any covenant, duty, agreement,  or  condition of this
Agreement  or  to  exercise  any right or remedy consequent upon  a  breach
thereof shall constitute a waiver of any such breach or any other covenant,
duty, agreement, or condition.   No single or partial exercise of any power
or  right shall preclude any other  or  further  exercise  thereof  or  the
exercise  of  any  other power or right.  No waiver by a party of any right
hereunder or of any  default  by  another  shall be binding upon such party
unless in writing.






     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                              PILGRIM'S PRIDE CORPORATION


                              By:
                                 Name:  Clifford Butler
                                 Title:    Executive President


                              JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY


                              By:
                                 Name:
                                 Title:


                              SIGNATURE 1A (CAYMAN), LTD.



                              By:  John Hancock Mutual Life Insurance Company,
                                   Portfolio Advisor


                                   By:
                                      Name:
                                      Title:



















                 AGREEMENT BETWEEN PILGRIM'S PRIDE CORPORATION
                           AND CERTAIN SRAREHOLDERS


      AGREEMENT  MADE  this  28th  day of November, 1996, by, between and among
LONNIE A. PILGRIM, LONNIE KEN PILGRIM,  GRETA  PILGRIM  OWENS,    and   PATRICK
WAYNE   PILGRIM    (herein    singly   called "Shareholder"   and  collectively
called   "Shareholders"),   and PILGRIM'S   PRIDE   CORPORATION,   a   Delaware
corporation    with    its  principal  offices  at   110  South  Texas  Street,
Pittsburg, Texas (herein called the "Company").

                             PRELIMINARY STATEMENT

      In order to meet its  continuing  business  needs, the Company will incur
after  the  date of this Agreement certain indebtedness  by  reason  of  credit
extended to it  by  certain  creditors who will require  one  or  more  of  the
Shareholders  to  guarantee  such indebtedness as a condition to extending such
credit ("Guaranteed Indebtedness").

      As  a condition to any Shareholder's  being  contingently  liable  as   a
Guarantor  on  any  Guaranteed  Indebtedness  all  of  the Shareholders require
that all Shareholders  shall  be  liable  ratably  with  their  shares  in  the
Company  for  each  such  Guaranteed Indebtedness either  as  a Guarantor or as
an  Indemnitor  of  such Shareholders who are Guarantors and that  the  Company
shall pay each Shareholder  a  reasonable  fee  for  such guaranty or indemnity
undertaking.

                                   AGREEMENT

      In  consideration  of  the  premises and the mutual  covenants  contained
herein it is understood and agreed to by the parties hereto as follows:

1.    GUARANTY OF GUARANTEED INDEBTEDNESS.

      1.01.   GUARANTY.   In reliance  upon  the representations and warranties
herein and subject to the terms and conditions hereof, during  the term of this
Agreement any Shareholder  shall, when required  by  the Company, guarantee any
Eligible  Indebtedness  to  be incurred by the Company in  form  and  substance
satisfactory   to   the  related    creditor   ("Guaranty").    Any    Eligible
Indebtedness  so guaranteed is herein referred to as "Guaranteed Indebtedness."

      1.02.   ELIGIBLE  INDEBTEDNESS.   The  term "Eligible indebtedness" shall
mean any indebtedness to be incurred by the Company  after  the  date  of  this
Agreement and required by its business needs by reason of credit to be extended
to  the Company by a creditor who shall require one or more of the Shareholders
to guarantee   such   indebtedness  as  a condition  to  extending  such credit
to  the  Company.    For   purposes   of   this  Agreement  a resolution by the
Board of Directors that such indebtedness is  required by the business needs of
the Company shall be binding and conclusive upon all parties to this Agreement.

      1.03.    CONDITION PRECEDENT TO ISSUANCE OF  GUARANTY.    No  Shareholder
shall be required  to  issue  a  Guaranty  until  they  have  been  furnished a
certificate  of  the  Secretary  of  the  Company  certifying  (i) the Eligible
Indebtedness  (including the maximum amount of indebtedness, the  name  of  the
creditor and the  terms  and  conditions  thereof)  to be so guaranteed; (ii) a
resolution of the Board of Directors of the Company authorizing  the Company to
incur  the  Eligible  Indebtedness;  and  (iii)  the  principal  amount of  all
Guaranteed Indebtedness then outstanding.

1




      2.    INDEMNIFICATION OF GUARANTOR.

      2.01.    INDEMNITY.    All  Shareholders  shall  indemnify  a Shareholder
who  issues  a  Guaranty  ("Guarantor")  against  all  loss,  cost and  expense
(including reasonable attorneys'  fees)  which Guarantor shall  incur  with the
respect  to the Guaranty ("Total Indemnified Amount"); provided, however,  that
each Shareholder's  liability of indemnity hereunder shall be several and shall
be limited to an amount  which  is  equal  to  that  proportion  of  the  Total
Indemnified Amount as the shares of Common Stock of the Company owned of record
or  beneficially  by  such Shareholder on the date of issuance of such Guaranty
shall bear to the shares  of  Common  Stock  of  the Company owned of record or
beneficially by all Shareholders (including Guarantor)  on the date of issuance
of  the  Guaranty   ("Indemnity").    Any  Shareholder  who   is   contingently
liable on an Indemnity is herein referred to as "Indemnitor".

      2.02.    TERMINATION   OF  INDEMNITY.    Notwithstanding  the termination
of this Agreement an  Indemnity  with  respect   to a Guaranty which shall have
been issued shall continue until (i) the related Guaranteed  Indebtedness shall
have  been paid in full by the Company; or (ii) the Guarantor shall  have  been
released  from  the Guaranty by the creditor; or (iii) the Indemnity shall have
been discharged in  full  by  payment  required  of  the Shareholders under the
Indemnity  or  otherwise,  whichever shall first occur ("Indemnity  Termination
Date").

3.    GUARANTY OR INDEMNITY FEE.

      3.01.     GENERAL.  So  long  as  a  Guaranty  shall  be  outstanding the
Company  shall  pay  a  fee  to  each  Shareholder  for  the undertaking herein
by  such  Shareholder  under  a  Guaranty issued on or after the date  of  this
Agreement  or an Indemnity covering  such  Guaranty  computed  and  subject  to
limitations as provided herein ("Fee").

      3.02.    DETERMINATION   AND   PAYMENT   OF  FEES  ATTRIBUTABLE  TO  EACH
SHAREHOLDER.   The total Fees which  shall accrue  with respect to any calendar
quarter  shall  be  an  amount equal to 1/4th of a percent  multiplied  by  the
average daily balance of  the  principal  amount  of   Guaranteed  Indebtedness
outstanding  during  such calendar quarter.  The total Fees  for  a  particular
calendar quarter shall  be  apportioned   among   the   Shareholders   in   the
proportion   that   they  share  the   contingent  liability of such Guaranteed
Indebtedness, however, in no event will a guaranteeing Shareholder receive less
than  5-percent of the allocable fee.   For this purpose  contingent  liability
shall be  determined  under  Section  2.01  hereof except that each Guarantor's
liability shall be deemed an Indemnity and shall  be  limited to such amount as
such  Guarantor  would be contingently liable as an Indemnitor  rather  than  a
Guarantor.  All Fees  shall  be  paid quarterly within 45 days after the end of
each calendar quarter.

4.    REPRESENTATIONS AND WARRANTIES.

      4.01. Representations and Warranties  of Company.  Company represents and
warrant to the Shareholders that:

            (a)   GUARANTIES REQUIRED BY CREDITORS.   Certain    creditors   or
      proposed  creditors  of  the  Company  (including certain lessors)   have
      advised  the Company that they  will  not  extend  credit  to the Company
      after  the  date  of  this  Agreement  without the Guaranty of Lonnie  A.
      Pilgrim, or other Shareholders of the Company.

            (b)   CREDIT  REQUIRED  BY  THE  BUSINESS   NEEDS  OF COMPANY.  All
      Guaranteed  Indebtedness will be required by the business  needs  of  the
      Company.

      4.02.    REPRESENTATIONS    AND   WARRANTIES   OF   SHAREHOLDERS.    Each
Shareholder represents and warrants to the other Shareholder and to the Company
that:

            (a)   CONDITION  TO  CONTINGENT   LIABILITY.    As  a condition  to
      such   Shareholder's  being  contingently  liable  with  respect  to  his
      Guaranty or Indemnity herein such  Shareholder  requires  (i)   that  all
      of  the  Shareholders  shall  be  liable contingently as provided in this
      Agreement  (either  as  a  Guarantor   or   as   an  Indemnitor  of  such
      Shareholders   who   are  Guarantors) ratably with their  shares  in  the
      Company for each such  Guaranteed Indebtedness; and (ii) that the Company
      shall pay each  such Shareholder a reasonable  fee for  such undertaking'
      as Guarantor or Indemnitor.

            (b)   SHARE OWNERSHIP  .   Each  Shareholder  now owns of record or
      beneficially such number of shares,  $1 par value, of Common Stock of the
      Company as is set forth opposite his signature subscribed  at  the end of
      this Agreement.

      4.03.    REPRESENTATIONS  OF PARTIES AS TO REASONABLENESS OF FEES.   Each
party hereto represents that the  amount of Fees to be paid to each Shareholder
as provided herein is reasonable under the circumstances.

5.    MISCELLANEOUS.

      5.01.  PRIOR AGREEMENT.  This Agreement shall supersede any obligation to
issue a Guaranty in the future or any  Indemnity  with  respect  to such future
Guaranty  as  shall  have  been  required  by  any  such  prior Agreement among
Shareholders.

      5.02.   NOTICES.   All communications and notices hereunder  shall be  in
writing   and  shall  be mailed or delivered  to the respective Shareholder  at
their addresses  as  appear herein below in this Agreement or to the Company at
its mailing address, P.O.  Box  93,  Pittsburg, Texas 75686 or delivered to its
principal office, 110 South Texas Street,  Pittsburg,  Texas.    The Company or
any  Shareholder  may  change  it  or his address where all communications  and
notices may be sent hereunder by addressing notice of such change in the manner
above provided.

      5.03.   EXPENSES.   Inasmuch as  this  Agreement   is   for  the  primary
benefit  of  the  Company,  the  Company shall pay all counsel fees  and  other
expenses  incurred  in  connection  with  the preparation and execution of this
Agreement.

      5.04.   SURVIVAL   OF   REPRESENTATIONS   AND   WARRANTIES,   ETC.    All
representations, warranties and  covenants  made  by  each  Shareholder  or the
Company  herein  or  in  any  certificate  or other instrument delivered by and
pursuant hereto or in connection herewith, shall  be deemed to have been relied
upon  by  all parties hereto, and shall survive throughout  the  term  of  this
Agreement and  for two years thereafter regardless of any investigation made by
or on behalf of any party hereto.

      5.05.   CONTROLLING  LAW.   The  validity  of  this  Agreement  shall  be
governed  by  the  laws  of  the  State  of  Texas, and this Agreement shall be
construed and in force in accordance with the laws of the State of Texas.

      5.06.   BENEFIT.   This Agreement shall  be binding upon and inure to the
benefit  of   (i)   any  successor  of  the  Company  by  statutory  merger  or
consolidation;   and  (ii)  the estates of the respective  Shareholders  except
that the death of  a  Shareholder  shall  discharge such deceased Shareholder's
obligation to either issue a Guaranty or incur  an  Indemnity,  with respect to
Eligible Indebtedness to be incurred after such Shareholder's death but nothing
herein  shall  affect  such  deceased  Shareholder's obligation of Guaranty  or
Indemnity with respect to Guaranteed Indebtedness incurred prior to his death.

      5.07.    PERFORMANCE. Time is of the  essence  in  this  Agreement.   All
obligations of any party are performable in Camp County, Texas.

      5.08.   ENTIRE  AGREEMENT.  This instrument contains the entire Agreement
between the parties hereto  with  the  respect to the transactions contemplated
herein.  No modification, alteration or  amendment  to  this  Agreement nor any
waiver  of any provision hereof shall be valid or effective unless  in  writing
and executed by all parties hereto.

      5.09.   SEVERABILITY.   If any part of  this Agreement is judicially held
to be invalid, unenforceable or void, such holding shall not have the effect of
invalidating  or  voiding the remainder of this Agreement  not so declared,  or
any part  thereof,   the parties hereby agreeing that the part or parts so held
to be invalid,  unenforceable   or   void   shall  be  deemed   to   have  been
stricken  here from with the same force and effect as if such part or parts had
never been included herein.

      5.10.    TERMINATION OF AGREEMENT.

            (a)   GENERAL.     Unless   sooner   terminated  by  the consent of
      all the parties hereto this Agreement shall  terminate  upon  the earlier
      of:

                  (1)   NOTICE  EXPIRATION  OF  TIME.   Expiration of 10  years
            after the date of this Agreement.

                  (2)   NOTICE BY MAJORITY OF SHAREHOLDERS.  Expiration  of  30
            days  after  a majority  in interest of the Shareholders shall have
            given  written  notice  to  the  Company to such effect on or after
            January 1, 1997.

                  (3)   DEATH  OF MAJORITY IN INTEREST  OF  SHAREHOLDERS.  Upon
            the  death  of  any  Shareholder if immediately  after  such  death
            less  than  a majority  in  interest of the Shareholders shall then
            be living.

            (b)   DETERMINATION  OF  MAJORITY  IN  INTEREST.    The  respective
      interests of the Shareholders for  purposes of determining a "majority in
      interest" shall be determined on the  basis of their respective ownership
      of record and beneficially of shares of  Common  Stock  of the Company at
      the particular time in question.

            (c)   EFFECT  OF  TERMINATION.   Upon  the  termination   of   this
      Agreement  the  obligations  of  all   parties  hereto  shall   then   be
      discharged   in   full  except  that  all Guaranties and Indemnities then
      outstanding shall remain  in  full  force  according  to their respective
      terms  and  conditions,  and  the  Company  shall  pay  the Fees  to  the
      Shareholders   with   respect   to  Guaranteed  Indebtedness  outstanding
      after termination as provided in Article 3.

      This Agreement is signed and delivered  on  the date and year first above
set forth in multiple counterparts each of which shall be an original.

2




Attest                                          PILGRIM'S PRIDE CORPORATION



                                          By:
Assistant Secretary                          Chief Financial Officer


                                 SHAREHOLDERS

           Shares Now Owned
    Name                                                 of Record Or
(SIGNATURES)                     ADDRESS                 BENEFICIALLY


                                PO Box 93                 16,648,727
Lonnie A. Pilgrim               Pittsburg, TX 75686




Patty Pilgrim (wife ofLonnie A. Pilgrim)



Lonnie Ken Pilgrim              Pittsburg, TX 75686          375,500




Greta Pilgrim Owens                                          375,500



                                                             370,982
Patrick Wayne Pilgrim
                                                          17,770,709


                   AIRCRAFT LEASE EXTENSION AGREEMENT



Re:  Aircraft  Lease  Agreement  dated  November  15,  1984  between B.P.
Leasing  Co.  (L.A.  Pilgrim, Individually) "LESSOR" and Pilgrim's  Pride
Corporation (formerly Pilgrim Industries, Inc.) "LESSEE".



Although the above referenced  lease states a term of 4-years to November

15, 1988, and was previously extended 4-years to November 15, 1992, it is

agreed that effective November 15,  1992,   the  referenced lease will be

automatically  renewed  on an annual basis unless otherwise  notified  in

writing by Lessor or Lessee 90-days prior to such annual renewal period.





LESSOR                        LESSEE




Lonnie A. Pilgrim             Clifford E. Butler
dba B.P. Leasing Co.               Pilgrim's Pride Corporation
                                   Executive President


                            BROILER GROWER CONTRACT

                        
                       This  contract  entered  into  between  Pilgrim's Pride
                       Corporation, and   Lonnie Pilgrim (Grower Name)

                       hereinafter called, Pilgrim Farm 30 (Farm Name)

                       and Grower respectively, this 6th day of  May, 1997 for
                       about 192,000 chickens  per  batch.  Beginning with sales
                       January 12, 1997, this contract will remain in effect 
                       from batch to batch ofbroilers until such time that 
                       either party notifies the other of plans to discontinue 
                       this agreement.

   1. Pilgrim will furnish baby chicks, feed, medication,  vaccines,  catchers,
   loaders, and will haul the grown birds.

   2. Grower will furnish housing, equipment (must include a sanitary method of
   dead  bird  disposal),  feed tank that has a O.S.H.A. approved ladder, labor
   (including labor to help unload and place chicks under brooders, and also to
   make houses ready for catching  and  loading),  litter,  utilities, heat and
   other  essentials,  amount  and type to be prescribed by Pilgrim.  In  event
   grower does not furnish labor  for  placing  chicks  or  preparing house for
   catching and loading, he will be charged a minumum of $10.00  per house plus
   $1.00 per thousand. This will be charged to his personal account rather than
   formula cost.

   3.  Grower agrees to dispose of all dead birds and poultry house  litter  in
   accordance with federal, state and local laws, rules and regulations.

  4. Grower  will  make  ready the house and equipment, clean the house, and do
   other things necessary  as  prescribed by Pilgrim, before receiving the baby
   chicks.

  5. A Pilgrim serviceman, or other  agent,  shall  have  the  right  to  enter
   premises of grower where said chickens are located, to check with grower and
   inspect  said  chickens  and environmental conditions to see that reasonable
   care  is  given  chickens.  Grower  agrees  to  follow  growing  program  as
   instructed by Pilgrim's servicemen.

  6. Grower must provide an all  weather  road to feed tanks and chick delivery
   doors. Wrecker bill will be charged to grower's personal account.

  7. Title to the chickens and all feed and  medication remains the property of
   Pilgrim at all times.

 8. Grower agrees that in the event he calls and  reports  his  tank  empty and
   ready for L.D. feed; yet there is still feed in tank when truck arrives, and
   the feed has to be returned to the Mill, there will be a $25.00 charge  made
   to his personal account and withheld from his settlement.

   9.  Pilgrim  will  market  chickens when and where it appears to be the best
   advantage. Pilgrim will receive proceeds from sale of chickens.

10. Grower will follow the program prescribed by Pilgrim in getting birds ready
   for catch. In the event program  is  not  followed,  $100 will be charged to
   personal account for each house in which program was not followed.

11. Grower agrees to report to the dispatcher, at the Feed Mill, on the morning
   following the movement of all birds, as to the amount  of  feed left. Please
   report even if all tanks are empty, so accounting can  start processing your
   settlement.

12. In times of adverse weather conditions, such as extreme cold, grower agrees
   to make a special effort to minimize death losses from lack of heat, lack of
   cooling and lack of water.

13.  Grower agrees to have no other poultry, fowl or ratites other  than  those
   that are property of Pilgrim's.

14. Grower  agrees  not to use any herbicide or pesticide, in or around chicken
   houses, unless such  use  is approved by a Pilgrim's serviceman. Grower also
   agrees not to use any feeds  or medication unless supplied by Pilgrim and to
   use shavings only from Pilgrim's approved suppliers.

15. It is expressly understood and  agreed  by  the  parties  that  each  is an
   independent contractor and that neither party, its agent or employees, shall
   be  considered  to  be the employees or the agent of the other party for any
   purpose whatsoever.

16. All chickens on each  farm  will  be  settled as one unit regardless of the
   number  of  houses.  If  all  houses are not  sold  within  the  same  week,
   settlement will be made in accordance with the sale of the last house.

17. Payment to the grower will be as follows:
      (a) Each week the formula cost will be calculated for each Grower selling
   that week. An average cost will  be  calculated for the week by dividing the
   total costs of all growers (excluding  company employees and poultry service
   contractors) by their net pounds. Any Grower  with  a formula cost exceeding
   the average by 1.80 cents or more will be removed from  the  group  and  the
   average recalculated.

       The  Grower's  payment per net lb. will be computed using 4.30 cents per
   pound as the base pay.  If  the  Grower's  cost  is  less  than average, the
   payment will be 4.30 cents plus the deviation from average.  If the Grower's
   cost is greater than average he will receive 4.30 cents minus  the deviation
   from average.

      For example, a Grower that has a 0.30 cents below average cost  will  get
   0.30 cents added  to the base pay. If the cost was 0.30 cents above average
   this cost would be subtracted  from  the  base  pay  down  to our minimum of
   3.25 cents per pound.

       Beginning with the fourth Monday in October the Grower will  receive  an
   additional fuel supplement payment according to the following schedule:

CHICKS FUEL SUPPLEMENT CHICKS FUEL SUPPLEMENT PLACED PER 1000 HEAD CAPACITY PLACED PER 1000 HEAD CAPACITY 1st Week $ 7 14th Week $20 2nd Week $ 9 15th Week $20 3rdWeek $11 16th Week $20 4thWeek $13 17th Week $19 5th Week $15 18th Week $17 6th Week $17 19th Week $15 7th Week $19 20th Week $13 8th Week $20 21st Week $11 9th Week $20 22nd Week $ 9 10th Week $20 23rd Week $ 7 11th Week $20 24th Week $ 6 12th Week $20 25th Week $ 5 13th Week $20 26th Week $ 4
(b) In order to figure formula cost per lb., the following price schedule will be used: Feed, 8.5 cents per lb.; chicks 16.00 cents each; medication, cost + 10%. The net weight (scale weight minus condemned) will be used in calculating formula cost per lb. As technological advances are made, it will be necessary to re-evaluate formula cost. (c) Condemnation for all causes other than bruises, cadavers, contamination, overscald, and without viscera will be deducted from scale weight. It will be calculated by using the average weight for the lot multiplied by the total number of condemned birds, other than those condemned for the causes mentioned above in this paragraph. This weight plus inflammatory process parts x 126% plus 1/2 the weight of other condemned parts multiplied by 126% will be the condemned weight. (d) Settlements will be made on Friday following the previous week's close. For example, on the week closing January 18, 1997 settlements will be mailed on January 24,1997. 18. An accounts payable to Pilgrim is authorized to be deducted from the Grower payment, unless other arrangements have been made. 19. This contract is between Pilgrim's and grower for this farm only and is not transferable to other farms belonging to same grower nor to another party for this farm. Pilgrim's Pride Corporation has engaged a group of banks to provide financing for the poultry covered by this Agreement. In furtherance of this financing, ................. is to take control of such poultry, and the undersigned Grower has been appointed agent as for ........................for this purpose, in accordance with the Field Agent Agreement attached hereto. The terms and conditions of this Field Agent Agreement are hereby incorporated by reference in this agreement and, to the extent inconsistent, take precedence. In no event may Pilgrim's Pride Corporation remove any poultry from Grower's premises without written authorization from We, the undersigned, agree to carry out the above contract. PILGRIM'S PRIDE CORPORATION GROWER By: \s\Rodney Reed \s\ Lonnie Pilgrim

                          PILGRIM'S PRIDE CORPORATION

                                 Light  Breed

                        Commercial Egg Grower Contract

This contract entered into between Pilgrim's Pride Corporation and Pilgrim
Poultry G. P., hereinafter called Pilgrim's and grower, respectively, 
this 7th day of May,   1997 for about 1,500,000 pullets for the production
of commercial eggs.  This agreement shall be automatically extended from one
year to the next unless canceled by either party with six (6) months notice.

     1. Pilgrim's will furnish the chickens, feed, medication, vaccines,
     disinfectant, insecticide for bird treatment, labor for beak trim when
     necessary, and other items necessary for production of said flock.

     2. Grower will furnish housing, equipment, labor, utilities, other
     essentials and keep accurate records. Amount and type will be prescribed
     by Pilgrim's.  (It is understood that this will include an approved egg
     handling and storage room equipped with an approved temperature and
     humidity control, a method of sanitary disposal of birds and will keep no
     other birds on farm.)

     3. Grower will make ready the house and equipment, clean the house, and do
     other things necessary, as prescribed by Pilgrim's, before receiving the
     birds.

     4. The producer agrees to notify Pilgrim's of any emergency, unusual
     conditions, situation or irregularity concerning the flock.  Pilgrim's is
     authorized to use their best judgment in remedying as far as possible the
     condition or conditions, even to the extent of disposing of the entire
     flock.

     5. Grower agrees to select, separate and cull the eggs produced by this
     flock, in accordance with requirements and specifications of Pilgrim's .

6.   Eggs shall be cleaned and/or oiled only by methods approved by Pilgrim's.

7.   Grower must provide all-weather roads to feed tanks and catch-out doors.

     8. Title to the chickens and all feed and medication remain the property
     of Pilgrim's at all times.

     9. Pilgrim's will move or market chickens and /or eggs when and where it
     appears to be the best advantage.  Pilgrim's will receive proceeds from
     sale of chickens and/or eggs.

     10.In times of adverse weather conditions, such as extreme heat and cold,
     grower agrees to make a special effort to minimize death losses from lack
     of heat, lack of cooling and/or lack of water.

     11.A Pilgrim serviceman or other agent shall have the right at anytime to
     enter the premises of grower where said birds are located and check with
     grower, inspect said chickens and environmental conditions, to see that
     reasonable care is being given chickens.
     Grower agrees to follow growing programs as instructed by Pilgrim's
     servicemen. This is understood to mean all management, vaccination,
     worming, medication, and other recommendations.

12.  It is expressly understood and agreed by the parties that each is an
     independent contractor and that neither party, its agents or employees,
     shall be considered  to be the employees or the agents of the other party
     for any purpose whatsoever.

13.  Contract pay will be made in accordance with Schedule A attached.

     We, the undersigned, agree to carry out the above Contract.

     PILGRIM'S PRIDE CORPORATION GROWER

     \s\  Terry Wright                \s\ Lonnie Pilgrim
     ________________________________ ____________________________________









                                  SCHEDULE  A



1.   The grower shall receive a pullet grower payment of $0.0116 per bird per
     week from the time the birds are placed in the grower's house until the
     grower pay for egg production is equal to or greater than the pullet
     payment.  In cases where hens are force molted, beginning when the feed is
     first withdrawn, a payment of $0.0242 per hen per week for all hens
     reaching 50% production after the molt has been completed.   Payment  will
     be made on the basis of paragraph 1 or 2, whichever is greater.  The pay
     will be made on a monthly basis.

2.   Grower payment after birds reach 50% production shall be on a monthly
     basis as follows:   Pilgrim's accounting period ends at midnight Saturday
     and consists of two (2) four-week months and one (1) five-week month for
     each three (3) calendar months, the five week months being March, June,
     September and December.  Payment will be made within  ten (10) days after
     the period ends.

     A.    Grade A or better quality eggs     $0.075 per dozen
     B.    Undergrades                                $0.020 per dozen
     C.    If eggs are sold ungraded, payment  will be made on previous egg
           pick up when eggs were graded.
     D.    Molted Flocks will be paid an additional  $0.0232  per dozen .

3.   After the flock is marketed and sufficient time has elapsed to complete
     calculations, a bonus shall be paid as follows:

     A.         Bonus for Feed Conversion:
                POUNDS  FEED/DOZ.           PAYMENT/DOZ
                  3.20 - 3.29                         $0.0250
                  3.30 - 3.39                         $0.0225
                  3.40 - 3.49                         $0.0200
                  3.50 - 3.59                         $0.0175
                  3.60 - 3.69                         $0.0150
                  3.70 - 3.79                         $0.0125
                  3.80 - 3.89                         $0.0090
                        3.90 - 3.99                   $0.0060
                  4.00 - 4.09                         $0.0045
                  4.10 - 4.19                         $0.0030
                  4.20 - 4.29                         $0.0015

     B.    Bonus   based on Eggs per Hen Houses:
                EGGS/HEN HOUSED       PAYMENT/DOZ
                      265                          $0.0100
                      260                          $0.0080
                      255                          $0.0060
                      250                          $0.0050
                      245                          $0.0040
                      240                          $0.0030
                      235                          $0.0020
                      230                          $0.0010
     It is understood that no more than one bonus will be payable under
     paragraph 3-A and no more than one bonus under paragraph 3-B.

4.   Bonus calculations will be made on a period of 52 weeks after the birds
     reach 50% production.  These calculations will be made on  a per flock
     basis.  The bonus calculations will be made on total eggs received by
     Pilgrim's provided they run 90% Grade A.  If the eggs for the entire
     period run below  90% Grade A, all undergrades in excess of 10%  will be
     subtracted from total eggs received before bonus calculations are made.



Revised May 5, 1997


                                  AMENDED
                                 AGREEMENT


     This  Agreement  dated  October 15, 1996 amends the previous agreement
dated  January  4, 1994  and is  between  Pilgrim's  Pride  Corporation,  a
Delaware Corporation  (hereafter  called  "PPC")  and Pilgrim Poultry, G.P.
(hereinafter  called  "PPGP")  covering  purchases  of  baby  chicks,  feed
medication, accounting and flock services from PPC at fair market value and
also covering PPGP sales of live broilers to PPC at fair market value.

     The  term  of this agreement is from October 15, 1996  until  December
31, 1997 and is automatically  renewable  for  each subsequent one calendar
year period thereafter unless terminated by either  party  in writing.  The
effective date of such termination notice will be 90 days from  the date of
mailing of such notice.

     Fair  Market Value is agreed as follows initially, but may be  revised
from time to time subject to agreement between the parties in order to more
accurately arrive at Fair Market Value;

          BABY CHICKS PURCHASED FROM PPC
          105%  of  PPC  average  year-to-date  cost  using  latest figures
          available at the time.

          BROILER FEED PURCHASED FROM PPC
          $15.00 per ton above PPC Pittsburg Mill ingredient cost delivered
          to farm.

          MEDICATION PURCHASED FROM PPC
          10% markup over PPC cost.

          ACCOUNTING SERVICE FURNISHED BY PPC
          $200  per  month  for  all  record  keeping and monthly financial
          statements.

          FLOCK SERVICE
          Compensation included in Broiler Feed markup.

          LIVE BROILERS SOLD TO PPC
          To be sold to PPC at the quoted weekly Georgia dock dressed quote
          less 14.50 cents processing, hauling and catching allowance times
          73% yield allowance to equal live equivalent  market  times  good
          live pounds based on farm weight less DOA's and condemned.

          PAYMENT TERMS
          60 days of invoice date from both parties.


     In  testimony  whereof,  the parties of this agreement have hereto set
     their hands in duplicate, the day and year above written.

     PILGRIM'S PRIDE CORPORATION PILGRIM POULTRY, G.P.


     \s\ Clifford E. Butler             \s\ Lonnie "Bo" Pilgrim
     _____________________________ __________________________
     Clifford E. Butler            Lonnie "Bo" Pilgrim
     Chief Financial Officer       Proprietor







     STATE OF TEXAS

     COUNTY OF CAMP

          Before me, the undersigned  authority,  on  this  day  personally
     appeared Clifford E. Butler, Chief Financial Officer, Pilgrim's  Pride
     Corporation and Lonnie "Bo" Pilgrim, Proprietor, Pilgrim Poultry, G.P.
     known  to  me  to  be  the  persons  whose names are subscribed to the
     foregoing instrument, and acknowledged  to  me   and executed the same
     for the purpose and consideration therein expressed.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE

     on this 15th day of October, 1996.



                                   \s\ J. H. Nears, Jr.
                                   __________________________

                                   Notary Public Camp County, Texas
                          PILGRIM'S PRIDE CORPORATION
                                  HEAVY BREED
                          BREEDER HEN GROWER CONTRACT




This contract entered into between Pilgrim's Pride Corporation and LONNIE "BO"
PILGRIM (FM44,FM45,FM46), hereinafter called Pilgrim's and grower,
respectively, this 7TH day of   MAY        , 1997, for about  24,000 pullets
and 2,400 cockerels necessary to mate with said pullets for the production of
hatching eggs.


1.   Pilgrim's will furnish the chickens, feed, medication, vaccines, labor for
blood testing and debeaking,
     and other items necessary for production of a flock.

2.   Grower will furnish housing, equipment, labor, litter, utilities, other
essentials, and keep accurate
     records. Amount and type will be prescribed by Pilgrim's. This will also
include an approved egg
     storage room equipped to control temperature and humidity.

3.   Grower agrees to dispose of all dead birds and poultry house litter in
accordance with all federal,
     state, and local laws, rules, and regulations.

4.   Grower agrees to have no other poultry, fowl, or ratites other than those
that are property of Pilgrim's.

5.   Grower will make ready the house and equipment, clean the house, and do
other things necessary, as
     prescribed by Pilgrim's, before receiving the birds.

6.   In order to assure a better job of spraying the house and floor,
Pilgrim's will furnish equipment and
     labor for this operation. In addition, Pilgrim's will pay for one-half of
the cost of material for spraying
     house and floor. Total charges to grower will not exceed $4.00 per 1,000
square foot of floor space.

7.   Grower agrees to not administer any medications at any time to a flock
unless otherwise
     recommended by the Company's service representative; and to abide by all
FDA rules and
     regulations concerning the use of medications to said flock, and to abide
by all rules and regulations
     of the FDA and EPA concerning the use of pesticides, insecticides or any
other chemical which may
     be applied to the premises to which a flock may be in contact.

8.   A Pilgrim's serviceman or other agent shall have the right at any time to
enter the premises of grower
     where said birds are located and check with grower, inspect said chickens
and environmental
     conditions, to see that reasonable care is being given chickens.  Grower
agrees to follow growing
     programs as instructed by Pilgrim's servicemen.  This is understood to
mean all management,
     vaccination, worming, medication, and other recommendations.




9.   Grower shall allow Pilgrim's authorized tester to test a flock for any
disease or organism that would
     make a flock undesirable for production of hatching eggs.

10.  The grower agrees to notify Pilgrim's of any emergency, unusual
conditions, situations or irregularity
     concerning a flock.   Pilgrim's is authorized to use their best judgment
in remedying so far as
possible the condition or conditions, even to the extent of disposing of a
entire flock.

11.  ALL EGGS, both hatching eggs and cull eggs, are the property of Pilgrim's
and are not to be sold or used
     in any manner by grower at any time.

12.  Grower agrees to grade, select, separate and cull the eggs produced by
this flock, in accordance with
requirements and specifications of  Pilgrim's, and make eggs available for
pick up in separate
     containers of the type directed. Hatching eggs (Class 1) shall weigh 21
ounces and up per dozen,
     excluding double yolks. They shall be  uniform as to size and shape, and
be free from any cracks, dirt,
     thin shells, weak ends, or any deformity or irregularity. Eggs shall be
separated in accordance with
     the following classes:

     CLASS 1 - 21 ounces per dozen and up, excluding double yolks, and of  the
quality mentioned above
              in this paragraph for hatching eggs.
     CLASS 2 - Cull eggs excluding double yolks
     CLASS 3 - Double yolk eggs

   CRACKED, EXTREMELY DIRTY, SOFT SHELL, AND EXTREMELY SMALL EGGS ARE TO BE
                            DESTROYED AT THE FARM.

13.  Eggs shall be cleaned and/or sanitized only by methods approved by
Pilgrim's.

14.  Grower must provide all-weather roads to feed tanks and catchout doors.

15.  Title to the chickens, all feed, and medication remain the property of
Pilgrim's at all times.

16.  Pilgrim will move or market chickens and/or eggs when and where it appears
to be the best
     advantage. Pilgrim's will receive proceeds from sale of chickens and/or
eggs.

17.  In times of adverse weather conditions, such as extreme heat and extreme
cold grower agrees to make
     a special effort to minimize death losses from lack of heat, lack of
cooling and/or lack of  water.

18.  It is expressly understood and agreed by the parties that each is an
independent contractor, and that
     neither party, its agents or employees, shall be considered to be the
employees or agents of the  other
     party for any purpose whatsoever.

19.  All chickens on a farm will be settled as one unit regardless of the
number of houses.

20.  A grower payment of 3.00 cents per bird per week will be made from the
time birds are moved into
     breeder house until the payment based on paragraph 21 equals or exceeds
this payment. In no case
     will payment be made on both paragraphs 20 and 21 at the same time.






  21.      This contract is non-transferable and shall remain in effect until
such time as either party gives the
      other party fourteen (14) days notice of their desire to terminate the
contract.

  22.      An accounts payable to Pilgrim's is authorized to be deducted from
the Grower payment, unless
             there arrangements have been made.  Pilgrim's Pride Corporation
has engaged a group of banks to
       provide financing for the poultry covered by this Agreement.

  23.      Grower payment after the birds are in production shall be on a
weekly basis in accordance with
             Schedule A attached.


     PILGRIM'S PRIDE CORPORATION                             GROWER

     \s\ William Bussell                 \s\ Lonnie Pilgrim
     by:_____________________________   _________________________________




                                     Schedule A


1.         CLASS 1 EGGS - 29.25 cents PER DOZEN for conventional type houses
with fans and foggers.  An
     additional 2 cents PER DOZEN will be paid for evaporative cooled houses.
Evaporative cooling
     must be operational by May 15th each summer and is to be operated as
directed by Pilgrim=s
     representative.  If evaporative cooled houses are not operated as
directed, grower will be paid 29.25
     cents per dozen.

2.         CLASS 2 EGGS -  6 cents PER DOZEN

3.         CLASS 3 EGGS -  3 cents PER DOZEN

4.   After a flock is marketed and sufficient time has elapsed to complete
calculations, a bonus shall be
     paid on hatchability of Class 1 eggs.

                    Average % Salable Chicks Bonus payment per
               HATCHED FROM ALL CLASS 1 EGGS SET* DOZEN CLASS 1 EGGS
                         83.00 - 83.99             0.50 cents
                         84.00 - 84.99             1.00 cents
                         85.00 - 85.99             1.50 cents
                         86.00 - 86.99             2.25 cents
                         87.00 - 87.99             3.00 cents
                         88.00 and above                4.00 cents

5.   An additional bonus shall be paid grower after a flock is sold, and
sufficient time has elapsed to
     complete calculations based on number of Class 1 eggs produced per hen
housed - calculated on 98%
     of the females moved to the farm. For bonus calculation purposes, 98% of
the females moved is
     __________________.  For each egg per hen  housed over and above 140,
grower shall receive an
     additional 1.00 cent per egg.

6.   A feed conversion bonus shall be paid grower after the flock is sold, and
sufficient time has elapsed
     to complete calculations, based on pounds of feed per dozen of Class 1
eggs. This schedule is as
     follows:

                      Pounds of Feed                Bonus
                    PER DOZEN CLASS 1        PER DOZEN CLASS 1

                         7.01 - 7.25                     1.00 cents
                         6.76 - 7.00                     1.25 cents
                         6.51 - 6.75                     1.50 cents
                         6.26 - 6.50                     1.75 cents
                         6.01 - 6.25                     2.00 cents
                         5.76 - 6.00                     2.25 cents
                        Below  5.75                      2.50 cents


                                                              page 2-Schedule A


1.        Bonus calculations will be made on a period not to exceed 36 weeks
  after birds of flock have reached
     50%production. If birds are sold early due  to excessive egg inventory,
     projections will be made based on a standard production curve, and this
     will be used as a basis for  paying bonus on number of hatching eggs.
     However, birds sold early due to a disease condition will not have any
     bonuses paid.
            No bonuses will be paid on flocks that do not produce at least 90%
of  the 140 Class 1 eggs shown in
     paragraph (23) above 126 (Class I eggs per hen housed).