EXHIBIT 10.66


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

            THIS AGREEMENT made and entered into as of this 31st day of December
1995, and amended as of 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 BILL L. GOUCHER (hereinafter referred to as
"Goucher").

            WHEREAS, Goucher has served as President of M. G. Waldbaum Company
since March 1993; and

            WHEREAS, Michael Foods and Goucher have agreed to enter into this
Agreement effective as of January 1, 1996.

            NOW, THEREFORE, in consideration of the covenants and agreements
herein contained, the parties agree that this Agreement is effective as of
January 1, 1996 as follows:

            1. EMPLOYMENT AND DUTIES. Michael Foods shall employ Goucher to
            serve as President of M. G. Waldbaum Company and in such capacity
            Goucher 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, 1999 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 Goucher, Michael Foods
            agrees to pay to Goucher an annual Base Salary for each of the
            calendar years of this Agreement from January 4, 1999 through
            December 31, 1999 of at least $230,000 payable in substantially
            equal semi-monthly installments.

            4. ADDITIONAL BENEFITS AND WORKING FACILITIES.

                        a. For each calendar year during the term of this
                        Agreement, Goucher 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 Goucher with medical
                        insurance and shall permit Goucher 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. Goucher is entitled to take vacations at reasonable
                        times and for customary and reasonable lengths of time
                        consistent with his overall responsibilities as
                        President of M. G. Waldbaum Company.

                        d. Michael Foods shall reimburse Goucher for all
                        reasonable expenses incurred by Goucher in connection
                        with Michael Foods' business, including but not limited
                        to,


                                        1
<PAGE>


                        expenses of travel and entertainment, upon presentation
                        of itemized statements therefor.

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

                        a. Upon the Incapacity or death of Goucher;

                        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 Goucher'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 Goucher has (i) committed an
                        illegal or dishonest act that directly reflects upon his
                        fitness to act as President of M. G. Waldbaum 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
                        determination by Michael Foods in its sole discretion
                        that Goucher is unable to perform his job
                        responsibilities as President of M. G. Waldbaum Company
                        as a result of chronic illness, physical, mental or any
                        other disability for a period of six (6) months or more.

                        If Goucher's employment is terminated under subsection
                        (a) or by Michael Foods under subsection (b), Goucher
                        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 Goucher's employment is terminated by
                        Goucher under subsection (b), Goucher shall receive no
                        termination payment; however, Goucher 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 Goucher is entitled to receive,
                        but in no event shall the date of payment be more than
                        90 days following termination of employment. If Michael
                        Foods terminates Goucher under subsection (c) above, no
                        amount shall be paid beyond the last day of service by
                        Goucher and Goucher 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


                                        2
<PAGE>


                        Foods without Cause in accordance with sub-paragraphs
                        a., b. and d. above, all options to purchase common
                        stock previously granted to Goucher shall become fully
                        vested and not subject to Goucher's forfeiture.

                        If Goucher's employment is terminated by Michael Foods
                        under subsection (d), Goucher 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 1(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 A1TERED"
                        means, after any Change in Control and without Goucher's
                        express written consent:

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

                        (ii) a reduction in Goucher'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;


                                        3
<PAGE>


                        (iii) Michael Foods requiring Goucher to be based
                        anywhere other than the geographic location at which
                        Goucher was based immediately preceding the Change in
                        Control except for required travel on business to an
                        extent substantially consistent with the business travel
                        obligations Goucher 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 Goucher was participating immediately preceding
                        any Change in Control; the taking of any action by
                        Michael Foods not required by law which would adversely
                        affect Goucher's participation in or materially reduce
                        Goucher's benefits under any of such plans or deprive
                        Goucher of any material fringe benefit enjoyed by
                        Goucher 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
                        Goucher with the number of paid vacation days, holidays
                        and personal days to which Goucher 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. WAIVE. 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 Goucher by first class, certified mail, postage
                        prepaid, return receipt requested, addressed as follows:

                                    BILL L. GOUCHER
                                    3060 Quinwood Ln.
                                    Plymouth, MN 55441

                        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


                                        4
<PAGE>


                        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/ Bill L. Goucher
                                        ----------------------------------------
                                               BILL L. GOUCHER


                                        5