EXHIBIT 3.3

              CERTIFICATE OF INCORPORATION OF CARDINAL FOODS, INC.
   (Composite including all amendments and restatements through July 31, 2002)


     FIRST: The name of the corporation is Cardinal Foods, Inc.

     SECOND: The address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801.
The name of the corporation's registered agent at that address is The
Corporation Trust Company.

     THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

     FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is Seven Hundred Fifty (750), all of which shall be
common stock having a par value of $.01 per share.

     FIFTH: To the extent permitted by law, the corporation may purchase or
otherwise acquire shares of any class issued by it for such consideration and
upon such terms and conditions as may be authorized by its board of directors,
in its discretion, from time to time.

     SIXTH: The original Bylaws of the corporation may be adopted by the
Incorporator. Thereafter, the power to make, alter or repeal the Bylaws is
conferred upon and shall be vested in the board of directors.

     SEVENTH: Elections of directors need not be by written ballot, unless
otherwise provided in the corporation's Bylaws.

     EIGHTH: To the extent permitted by the General Corporation Law of Delaware
as the same exists or may hereafter be amended, a director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.

     NINTH: The name of the Incorporator is George H. Bennett, Jr., whose
mailing address is 655 Metro Place South, Dublin, Ohio 43017.

     TENTH: [Omitted in original charter documents.]

     ELEVENTH: A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after the
filing of the Certificate of Incorporation of which this article is a part to
authorize corporate action further eliminating or limiting the



personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or modification.



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