EXHIBIT (a)(2)


                                 FIRST AMENDMENT
                                       To
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


           THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT,  made
as of the 30th day of September,  1996 (the "First  Amendment"),  by and between
DOUGHTIE'S  FOODS,  INC., a Virginia  corporation (the  "Borrower),  and CRESTAR
BANK, a Virginia banking corporation (the "Bank"), provides as follows:

     1. Recitals.  The Borrower and the Bank are parties to that certain Amended
and Restated Credit Agreement dated as of June 14, 1996 (the  "Agreement").  The
parties  desire to amend and restate the  Agreement  as  hereinafter  set forth.
Capitalized  terms used in this Amendment  shall have the meanings  specified in
the Agreement  unless  otherwise  defined  herein.  On or about August 27, 1996,
Dutterer's  merged with TWB Gourmet Foods,  Inc., a Virginia  corporation  and a
subsidiary  ("TWB").  TWB is the  surviving  corporation  of  such  merger  (the
"Merger").

     2.     Amendments.

             (a)     Annex I to the Agreement is hereby amended as follows:

                      (i) The  definition of  "Dutterer's"  is hereby amended to
             read, in its entirety, as follows:

                      "Dutterer's"  shall mean Dutterer's of Manchester Corp., a
                      Maryland corporation and a Subsidiary,  and its successors
                      and assigns (including,  without  limitation,  TWB Gourmet
                      Foods, Inc., a Virginia  corporation and a Subsidiary,  as
                      successor by merger).

                     (ii) The definition of "Termination Date" is hereby amended
             to read, in its entirety, as follows:

                      "Termination  Date"  shall  mean  July 31,  1998,  or such
                      earlier date as the Commitment shall terminate as provided
                      herein or such later date as may hereafter be agreed to by
                      the Bank in writing.

             (b) Section 7.11 of the Agreement is hereby amended to read, in its
entirety, as follows:

                      7. 11 Current Ratio. Permit the ratio of current assets to
                      the sum of (i) current  liabilities,  plus (ii) the unpaid
                      balance  of the  Revolving  Credit  Note,  to be less than
                      1.25:1.0.

     3.  Representations  and  Warranties.  The Borrower  hereby  represents and
warrants as follows:

            (a)  The   representations   and  warranties  of  the  Borrower  and
Dutterer's set forth in the Loan Documents are true and correct on and as of the
date  hereof  as  though  made on and as of such  date  except  insofar  as such
representations and warranties relate expressly to an earlier date;

            (b) After  giving  effect to the First  Amendment,  there  exists no
Event of Default and no condition, act or event which, with the giving of notice
or lapse of time or both, would constitute an Event of Default.

            (c) As a result of the Merger,  title to the Maryland  Real Property
and the  VAFSI  Note has been  vested  in TWB,  and TWB has all  liabilities  of
Dutterer's  under the  Dutterer's  Guaranty,  the Maryland Deed of Trust and the
Dutterer's   Security   Agreement   (collectively,   the  "Dutterer's   Security
Documents").

     4.  Miscellaneous.  Except as expressly  amended  hereby,  the Agreement is
hereby ratified and confirmed as in full force and effect.

     5. TWB. TWB joins in the First  Amendment  for the purpose of confirming to
the Bank the  representations  and  warranties set forth in section 3(c) hereof.
TWB hereby  covenants that it will perform all  obligations of Dutterer's  under
the Dutterer's  Security  Documents,  on the terms and subject to the conditions
thereof.

     IN WITNESS WHEREOF,  the Borrower,  TWB and the Bank have caused this First
Amendment to be duly executed and delivered by their  respective duly authorized
officers as of the date first above written.

                                  DOUGHTIE'S FOODS, INC.

                                  By    /s/ Marion S. Whitfield, Jr.
                                  ---------------------------------------
                                  Title: Senior Vice President


                                  TWB GOURMET FOODS, INC.

                                  By    /s/ Marion S. Whitfield, Jr.
                                  ---------------------------------------
                                  Title: Director & Authorized Agent


                                  CRESTAR BANK
                                  By    /s/ Bruce W. Nave
                                  ---------------------------------------
                                  Title:  Vice President