EXHIBIT 3.6


                       FOURTH CERTIFICATE OF AMENDMENT TO THE
                 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                         OF
                           FURR'S/BISHOP'S, INCORPORATED

                      _______________________________________

                      PURSUANT TO SECTION 103 AND SECTION 242
                         OF THE GENERAL CORPORATION LAW OF
                               THE STATE OF DELAWARE
                       _______________________________________

     The undersigned, Phillip Ratner, certifies that he is the President of
Furr's/Bishop's, Incorporated, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), and does hereby further
certify as follows:


     FIRST: The name of the Corporation is Furr's/Bishop's, Incorporated.

     SECOND: This Certificate of Amendment to the Corporation's Amended and
Restated Certificate of Incorporation was unanimously approved by the Board of
Directors of the Corporation and thereafter duly adopted by the stockholders of
the Corporation in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.

     THIRD: Article FOURTH of the Amended and Restated Certificate of
Incorporation of the Corporation is hereby amended as follows:

     Section 4.01 of the Amended and Restated Certificate of Incorporation of
the Corporation entitled "Authorized Shares" is hereby amended to read in its
entirety as follows:

     "SECTION 4.01 AUTHORIZED SHARES.  The aggregate number of shares of all
classes of capital stock which the Corporation is authorized to issue is 20
million shares, consisting of 15.0 million shares of Common Stock, par value
$.01 per share ("Common Stock") and 5 million shares of preferred stock, par
value $.01 per share ("Preferred Stock").  Each outstanding share of Common
Stock as of the effectiveness of this amendment shall be converted into and
reconstituted as one-tenth of a share of Common Stock.  No fractional shares
shall be issued in the conversion and reconstitution and stockholders shall
receive cash in lieu of such fractional shares."

     FOURTH: This amendment shall become effective at 5:00 p.m. on the date of
filing.


     IN WITNESS WHEREOF, the Company has caused this Third Certificate of
Amendment to its Amended and Restated Certificate of Incorporation to be signed
by Phillip Ratner, its President and Chief Executive Officer, this 8th day of
December 1999.

                              Furr's/Bishop's, Incorporated

                              By:  /s/ PHILLIP RATNER
                                 ---------------------------------------
                                 Phillip Ratner
                                 President and
                                 Chief Executive Officer


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