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BY-LAWS OF NUTRI BERRY





                                    BYLAWS

                                       OF

                          NUTRI BERRY INDUSTRIES, INC.,

                              a Nevada Corporation





                                    ARTICLE I

                                     OFFICES



SECTION  1.  PRINCIPLE  REGISTERED  AND  EXECUTIVE  OFFICE

     The  principle registered of the Corporation shall be in the City of Carson

City,  State  of  Nevada.  The  corporation  may also have offices at such other

places  as  the  Board  of  Directors  may  from  time to time designate, or the

business  of  the  Corporation  may  require.



                                   ARTICLE II

                              SHAREHOLDERS MEETING



SECTION  1.  PLACE  OF  MEETING

     All  meetings  of the shareholders shall be held at the principle executive

office  of the Corporation, within or outside of the State of Nevada, or at such

other  place  as  may  be  determined  by  the  Board  of  Directors.





SECTION  2.  ANNUAL  MEETING

     The  annual meeting of the shareholders shall be held on or before the 30th

of  June  each  year at 11:00 A.M., at which time the shareholders shall elect a

Board  of  Directors  (every year, or as otherwise appropriate) and transact any

other appropriate business. If this date falls on a holiday or weekend, then the

meeting  shall  be  held  on  the  following  business  day  at  the  same hour.





SECTION  3.  SPECIAL  MEETINGS

     Special  meetings  of  the  shareholders  may  be  called  by  the Board of

Directors  or  such  additional  persons  as  may  be authorized by the Board of

Directors  provided  in  the  Articles  and  Bylaws  and  amendments.



SECTION  4.  NOTICE  OF  MEETINGS  OF  SHAREHOLDERS

     Notice  of  meetings,  annual  or  special,  shall be given, in writing, to

shareholders  entitled  to vote at the meeting, by the Secretary, or if there be

no officer, or in the case of neglect or refusal by the Secretary, by the Acting

Secretary  as  designated  by  the  Board  of  Directors.

     Such  notices  shall  be  given either personally or by first class mail or

other  means  of  written  communication,  addressed  to the shareholder, at the

address  of  such shareholder appearing on the books of the Corporation or given

by the shareholder to the Corporation for the purpose of notice. Notice shall be

given  not  less  than  30  days  nor  more  than 60 days before the date of the

meeting.



                                                                             -1-





SECTION  5.  WAIVER  OF  NOTICE

     A  Waiver of Notice shall state the place, date and hour of the meeting and

(1),  in the case of a special meeting, the general nature of the business to be

transacted, and that no other business may be transacted, or (2), in the case of

an  annual  meeting, those matters which the Board at the time of the mailing of

the  notice,  intends  to present for action by the shareholders, but subject to

the  provisions  of  Section  6  of  these  Bylaws that any proper matter may be

presented  at  the  meeting  for such action. The notice of any meeting at which

Directors  are  to  be elected shall include the names of the nominees which, at

the  time of the notice, the Board of Directors intends to present for election.

Notice  of any adjourned meeting need not be given unless a meeting is adjourned

for  60  days  or  more  from  the  date  set  for  the  original  meeting.



SECTION  6.  SPECIAL  NOTICE  AND  WAIVER  OF  NOTICE  REQUIREMENT

     Request  for  approval  of the following must be contained in the notice or

waiver  of  notice:

     1.   Approval  of  a  contract or other transaction between the Corporation

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