EXHIBIT 10.65


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

            THIS AGREEMENT made and entered into as of this 31st day of
December, 1994, and amended as of the 31st day of December 1995, the 31st day of
October 1997, and the 1st day of January 1999 by and between MICHAEL FOODS,
INC., a Minnesota corporation (hereinafter referred to as "Michael Foods") and
NORMAN A. RODRIGUEZ (hereinafter referred to as "Rodriguez").

            WHEREAS, Rodriguez has served as President of Crystal Farms
Refrigerated Distribution Company since May 1989; and

            WHEREAS, Michael Foods and Rodriguez have agreed to enter into this
Agreement effective as of January 1, 1995.

            NOW, THEREFORE, in consideration of the covenants and agreements
herein contained, the parties agree that this Agreement is effective as of
January 1, 1995 as follows:

            1. EMPLOYMENT AND DUTIES. Michael Foods shall employ Rodriguez to
            serve as President of Crystal Farms Refrigerated Distribution
            Company and in such capacity Rodriguez shall perform such duties as
            the Bylaws provide and as the CEO of Michael Foods may from time to
            time determine.

            2. TERM. This Agreement shall be effective as of January 1, 1995 and
            shall continue through December 31, 1999, unless earlier terminated
            as provided herein. This Agreement may be extended thereafter upon
            the written agreement of the parties hereto.

            3. BASE SALARY. For all services rendered by Rodriguez, Michael
            Foods agrees to pay to Rodriguez an annual Base Salary for each of
            the calendar years of this Agreement from January 1, 1999 through
            December 31, 1999 of at least $203,000 payable in substantially
            equal semi-monthly installments.

            4. ADDITIONAL BENEFITS AND WORKING FACILITIES.

                        a. For each calendar year during the term of this
                        Agreement, Rodriguez shall be entitled to participate in
                        the Executive Incentive Compensation Plan of Michael
                        Foods. Any Incentive Compensation or Options earned
                        under said Plan shall be determined and paid or granted
                        in accordance with the Plan.

                        b. Michael Foods shall provide Rodriguez with medical
                        insurance and shall permit Rodriguez to participate in
                        other fringe benefit plans as Michael Foods may from
                        time to time establish for its executive officers. The
                        terms of said benefits shall be no less generous than
                        those offered to other executive officers of Michael
                        Foods.

                        c. Rodriguez is entitled to take vacations at reasonable
                        times and for customary and reasonable lengths of time
                        consistent with his overall responsibilities as
                        President of Crystal Farms Refrigerated Distribution
                        Company.

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                        d. Michael Foods shall reimburse Rodriguez for all
                        reasonable expenses incurred by Rodriguez in connection
                        with Michael Foods' business, including but not limited
                        to, expenses of travel and entertainment, upon
                        presentation of itemized statements therefor.

            5. EVENTS OF TERMINATION. The employment of Rodriguez hereunder
            shall terminate as follows:

                        a. Upon the Incapacity or death of Rodriguez;

                        b. Upon thirty (30) days' written notice by either
                        party, other than as provided in sub-paragraphs c. and
                        d., below;

                        c. Without notice by Michael Foods for Cause; or

                        d. By Michael Foods without Cause if there is a Change
                        in Control of Michael Foods and thereafter Rodriguez's
                        Duties are Substantially Reduced or Negatively Altered
                        without his prior written consent.

                        "Cause" for purposes hereof shall mean a determination
                        by Michael Foods that Rodriguez has (i) committed an
                        illegal or dishonest act that directly reflects upon his
                        fitness to act as President of Crystal Farms
                        Refrigerated Distribution Company; (ii) intentionally
                        breached his fiduciary obligations to Michael Foods; or
                        (iii) refused or is unable to perform his duties
                        hereunder, other than as a result of illness or
                        disability, for a period of thirty (30) days.

                        "Incapacity" for purposes hereof shall mean a
                        determination by Michael Foods in its sole discretion
                        that Rodriguez is unable to perform his job
                        responsibilities as President of Crystal Farms
                        Refrigerated Distribution Company as a result of chronic
                        illness, physical, mental or any other disability for a
                        period of six (6) months or more.

                        If Rodriguez's employment is terminated under subsection
                        (a) or by Michael Foods under subsection (b), Rodriguez
                        shall receive as a termination payment an amount equal
                        to one year's Base Salary, plus any Incentive
                        Compensation earned for any year prior to the year of
                        termination which is unpaid at the date of termination.
                        Such termination payment shall be made in substantially
                        equal monthly installments beginning on the first day of
                        the month following termination of employment for twelve
                        (12) months. If Rodriguez's employment is terminated by
                        Rodriguez under subsection (b), Rodriguez shall receive
                        no termination payment; however, Rodriguez will be
                        entitled to receive any Incentive Compensation earned
                        for any year prior to the year of termination which is
                        unpaid at the date of termination. Any Incentive
                        Compensation earned for any year prior to the year of
                        termination which is unpaid at the date of termination
                        shall be due and payable in full within 15 days of the
                        determination by the Board of Directors of the amount of
                        Incentive Compensation to which Rodriguez is entitled to
                        receive, but in no event shall the date of payment be
                        more

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                        than 90 days following termination of employment. If
                        Michael Foods terminates Rodriguez under subsection (c)
                        above, no amount shall be paid beyond the last day of
                        service by Rodriguez and Rodriguez shall not be deemed
                        to have earned any Incentive Compensation or Options for
                        the year of termination. In the case of Incapacity or
                        death, or termination by Michael Foods without Cause in
                        accordance with sub-paragraphs a., b. and d. above, all
                        options to purchase common stock previously granted to
                        Rodriguez shall become fully vested and not subject to
                        Rodriguez's forfeiture.

                        If Rodriguez's employment is terminated by Michael Foods
                        under subsection (d), Rodriguez shall receive as a
                        termination payment an amount-equal to two year's Base
                        Salary, plus any Incentive Compensation earned for any
                        year prior to the year of termination which is unpaid at
                        the date of termination. Such termination payment shall
                        be made in a lump sum within 15 days following
                        termination of employment.

                        "CHANGE IN CONTROL" means a Change in Control of Michael
                        Foods of a nature that would be required to be reported
                        in response to Item l(a) of Michael Food's Current
                        Report on Form 8-K, as in effect on the effective date
                        of this agreement, pursuant to Section 13 of the
                        Securities Exchange Act of 1934 (the "Exchange Act");
                        provided that, without limitation, such a Change in
                        Control shall be deemed to have occurred at such time as
                        any "person" within the meaning of Section 14(d) of the
                        Exchange Act, other than Michael Foods, a subsidiary of
                        Michael Foods or any employee benefit plan sponsored by
                        Michael Foods or a subsidiary of Michael Foods, acquires
                        (1) the power to elect, appoint or cause the election or
                        appointment of at least a majority of the members of the
                        Board of Directors of Michael Foods through the
                        acquisition of beneficial ownership of capital stock of
                        Michael Foods or otherwise, or (2) all, or substantially
                        all, of the properties and assets of Michael Foods;
                        provided, however, that a Change in Control shall not be
                        deemed to have occurred if (x) the acquisition of such
                        power or properties and assets is pursuant to a merger,
                        consolidation, or sale of properties and assets and (y)
                        by reason of such transaction no person, or related
                        persons constituting a "group" for purposes of Section
                        13(d) of the Exchange Act shall acquire the power to
                        elect, appoint or cause the election or appointment of a
                        majority of the members of the Board of Directors of
                        such successor or transferee.

                        "DUTIES ARE SUBSTANTIALLY REDUCED OR NEGATIVELY ALTERED"
                        means, after any Change in Control and without
                        Rodriguez's express written consent:

                        (i) the assignment to Rodriguez of any duties
                        inconsistent with Rodriguez's positions, duties,
                        responsibilities and status with Michael Foods
                        immediately prior to a Change in Control, or a change in
                        Rodriguez's reporting responsibilities, titles or
                        offices as in effect immediately prior to a Change in
                        Control, or any removal of Rodriguez from, or any
                        failure to re-elect Rodriguez to, any of such positions,
                        except in connection with the termination of Rodriguez's
                        employment for Cause, upon the Incapacity or death of
                        Rodriguez, or upon the voluntary termination by
                        Rodriguez;


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                        (ii) a reduction in Rodriguez's base salary in effect
                        immediately prior to any Change in Control; or the
                        failure by Michael Foods to increase such base salary
                        each year after a Change in Control by an amount which
                        at least equals, on a percentage basis, the mean average
                        percentage increase in base salary for all employees
                        similarly situated during the two (2) full calendar
                        years immediately preceding a Change in Control,

                        (iii) Michael Foods requiring Rodriguez to be based
                        anywhere other than the geographic location at which
                        Rodriguez was based immediately preceding the Change in
                        Control except for required travel on business to an
                        extent substantially consistent with the business travel
                        obligations Rodriguez experienced immediately preceding
                        a Change in Control;

                        (iv) the failure by Michael Foods to continue in effect
                        benefit and compensation plans substantially equivalent
                        to the benefit or compensation plans or arrangements in
                        which Rodriguez was participating immediately preceding
                        any Change in Control; the taking of any action by
                        Michael Foods not required by law which would adversely
                        affect Rodriguez's participation in or materially reduce
                        Rodriguez's benefits under any of such plans or deprive
                        Rodriguez of any material fringe benefit enjoyed by
                        Rodriguez at the time of the Change in Control, but this
                        provision shall not apply to any stock option plan
                        maintained by Michael Foods prior to the Change in
                        Control; or the failure by Michael Foods to provide
                        Rodriguez with the number of paid vacation days,
                        holidays and personal days to which Rodriguez was then
                        entitled in accordance with Michael Foods' normal leave
                        policy in effect immediately preceding a Change in
                        Control.

            6. ADDITIONAL DOCUMENTS. The parties shall each, without further
            consideration, execute such additional documents as may be
            reasonably required in order to carry out the purposes and intent of
            this Agreement and to fulfill the obligations of the respective
            parties hereunder.

            7. WAIVER. Any waiver of any term or condition of this Agreement
            shall not operate as a waiver of any other breach of such term or
            condition, or of any other term or condition, nor shall any failure
            to enforce a provision hereof operate as a waiver of such provisions
            or of any other provision hereof.

            8. NOTICES. All communications with respect to this Agreement shall
            be considered given if delivered or sent as follows:

                        a. To Rodriguez by first class, certified mail, postage
                        prepaid, return receipt requested, addressed as follows:

                                    NORMAN A. RODRIGUEZ
                                    3626 France Avenue So.
                                    St. Louis Park, MN 55416


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                        b. To Michael Foods by first class, certified mail,
                        postage prepaid, return receipt requested, addressed as
                        follows:

                                    Michael Foods, Inc.
                                    5353 Wayzata Boulevard
                                    324 Park National Bank Building
                                    Minneapolis, MN 55416

                        or mailed to such other addresses as the parties hereto
                        may designate by notice given in like manner. Notice
                        shall be effective three (3) days after mailing or upon
                        personal delivery.

            9. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
            of the parties hereto with respect to the subject matter hereof and
            no party shall be liable or bound to another in any manner by any
            warranties, representations or guarantees, except as specifically
            set forth herein.

            10. MODIFICATIONS, AMENDMENTS AND WAIVERS. The parties hereto at any
            time may by written agreement extend or modify this Agreement. This
            Agreement shall not be altered or otherwise amended except pursuant
            to an instrument in writing executed by the parties hereto.

            11. SEVERABILITY. No finding or adjudication that any provision of
            this Agreement is invalid or unenforceable shall affect the validity
            or enforceability of the remaining provisions herein, and this
            Agreement shall be construed as though such invalid or unenforceable
            provisions were omitted.

            12. MISCELLANEOUS.

                        a. The terms and conditions of this Agreement shall
                        inure to the benefit of and be binding upon the
                        respective legal representatives, successors and assigns
                        of the party thereto.

                        b. This Agreement is made pursuant to and shall be
                        construed under the laws of the State of Minnesota.

                        c. This Agreement may be executed in one or more
                        counterparts and each of such counterparts shall for all
                        purposes be deemed to be an original, but all such
                        counterparts shall together constitute one and the same
                        instrument.

            IN WITNESS WHEREOF, the parties have executed this Agreement the
            date and year above written.

                                        MICHAEL FOODS, INC.


                                        By /s/ John Reedy
                                           -------------------------------------
                                           Its Vice President - Finance
                                               ---------------------------------

                                           /s/ Norman A. Rodriguez
                                        ----------------------------------------
                                               NORMAN A. RODRIGUEZ

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