Amended Effective January 30, 2002

                                   =============================================









                                     BYLAWS







                                       OF







                           NORTHLAND CRANBERRIES, INC.

                            (a Wisconsin corporation)



<PAGE>

                               ARTICLE I. OFFICES



          1.01. Principal and Business Offices. The corporation may have such

principal and other business offices, either within or without the State of

Wisconsin, as the Board of Directors may designate or as the business of the

corporation may require from time to time.



          1.02. Registered Office. The registered office of the corporation

required by the Wisconsin Business Corporation Law to be maintained in the State

of Wisconsin may be, but need not be, identical with the principal office in the

State of Wisconsin, and the address of the registered office may be changed from

time to time by the Board of Directors or by the registered agent. The business

office of the registered agent of the corporation shall be identical to such

registered office.



                            ARTICLE II. SHAREHOLDERS



          2.01. Annual Meeting. The annual meeting of the shareholders shall be

held on the first Wednesday in January of each year (beginning in 1997), or on

such other date within thirty days before or after such date as may be fixed by

or under the authority of the Board of Directors, for the purpose of electing

directors and for the transaction of such other business as may come before the

meeting. If the day fixed for the annual meeting shall be a legal holiday in the

state of Wisconsin, such meeting shall be held on the next succeeding business

day. If the election of directors shall not be held on the day designated

herein, or fixed as herein provided, for any annual meeting of the shareholders,

or at any adjournment thereof, the Board of Directors shall cause the election

to be held at a special meeting of the shareholders as soon thereafter as is

practicable.



          2.02. Special Meetings. Special meetings of the shareholders, for any

purpose or purposes, unless otherwise prescribed by the Wisconsin Business

Corporation Law, may be called by the Board of Directors or the President. The

corporation shall call a special meeting of shareholders in the event that the

holders of at least 10% of all of the votes entitled to be cast on any issue

proposed to be considered at the proposed special meeting sign, date and deliver

to the corporation one or more written demands for a special meeting describing

one or more purposes for which it is to be held. The corporation shall give

notice of such a special meeting within thirty days after the date that the

demand is delivered to the corporation.



          2.03. Place of Meeting. The Board of Directors may designate any

place, either within or without the State of Wisconsin, as the place of meeting

for any annual or special meeting of shareholders. If no designation is made,

the place of meeting shall be the principal office of the corporation. Any

meeting may be adjourned to reconvene at any place designated by vote of a

majority of the votes represented thereat.



          2.04. Notice of Meeting. Written notice stating the date, time and

place of any meeting of shareholders and, in case of a special meeting, the

purpose or purposes for which the meeting is called, shall be delivered not less

than ten days nor more than sixty days before the date of the meeting (unless a

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