EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                            OF DEL MONTE CORPORATION

         FIRST.   The names of the Corporation is Del Monte Corporation.

         SECOND.  The registered office and registered agent of the Corporation
in the State of Delaware is The Corporation Trust Company, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.

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

         FOURTH.  The total number of shares of stock which the Corporation
shall have authority to issue is 1,000 shares of common stock, par value $0.01
per share.

         FIFTH.   The name and mailing address of the incorporator is Francoise
Plusquellec, Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New
York 10017.

         SIXTH.   The Board of directors of the Corporation, acting by majority
vote, is expressly authorized to make, alter, amend or repeal the By-laws of the
Corporation.

         SEVENTH.

         1.       To the fullest extent permitted by the Delaware General
Corporation Law as the same now exists or may hereafter be amended, the
Corporation shall indemnify, and advance expenses to, any person who 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, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. Notwithstanding the preceding sentence, the
Corporation shall not be required to indemnify any person in connection with a
proceeding (or part thereof) commenced by such person if the commencement of
such proceeding (or part thereof) was not authorized by the Board of Directors
of the Corporation. The Corporation, by action of its Board of Directors, may
provide indemnification or advance expenses to employees and agents of the
Corporation or other persons only on such terms and conditions and to the extent
determined by the Board of Directors in its sole and absolute discretion.

         2.       The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article Seventh shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any By-law, agreement, contract, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

         3.       The Corporation shall have the power to purchase and maintain
insurance to protect itself and any person who is or was a director, officer,
employee or agent of the Corporation, or while a director, officer, employee or
agent of the Corporation, is or was serving at the request of the Corporation as
a director, officer, and employee or agent of another



corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power or the obligation to indemnify him against such liability under the
Delaware General Corporation Law or the provisions of this Article Seventh.

         4.       The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article Seventh shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such officer or director. The indemnification and advancement
of expenses that may have been provided to an employee or agent of the
Corporation by action of the Board of Directors, pursuant to the last sentence
of Paragraph 1 of this Article Seventh, shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be an employee
or agent of the Corporation and shall inure to the benefit of the heirs,
executors and administrators of such a person, after the time such person has
ceased to be an employee or agent of the Corporation, only on such terms and
conditions and to the extent determined by the Board of Directors in its sole
discretion.

         EIGHTH.  A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended. If the Delaware General
Corporation Law is amended after the effective date of this Certificate of
Incorporation 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 amendment, modification or repeal of the foregoing paragraph shall
not adversely affect any right or protection of a director of the Corporation
hereunder in respect of any act or omission occurring prior to the time of such
amendment, modification or repeal.

         NINTH.   Unless and except to the extent that the By-laws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.

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