EXHIBIT 10.64


                               MICHAEL FOODS, INC.
                          1994 EXECUTIVE INCENTIVE PLAN
                     (AS AMENDED EFFECTIVE JANUARY 1, 1999)



                                        I.
                                     PURPOSE
                                     -------

A.    The purpose of the Michael Foods, Inc. Executive Incentive Plan (the
      "Plan") is to incent and reward the senior management of Michael Foods,
      Inc. (the "Company") for delivering or exceeding their annual operating
      plan and to motivate those executives to be planning and focusing on
      year-over-year trendline earnings growth. Corporate executives will be
      rewarded based upon attainment of the Company's EPS growth targets.
      Operating company executives will be rewarded based upon individual
      operating company growth in profit before taxes ("PBBT"), as well as
      overall corporate EPS performance.

B.    The Plan will be effective January 1, 1994, will remain in effect until
      amended or terminated, and supersedes the Michael Foods, Inc. Amended and
      Restated Annual Incentive Compensation Plan, which has been terminated.

                                       II.
                                 ADMINISTRATION
                                 --------------

A.    The Plan will be administered by the Chief Executive Officer ("CEO") and
      the Chief Financial Officer of the Company under the direction of the
      Compensation Committee of the Board of Directors.

B.    The Board of Directors will have sole authority to establish the Plan's 
      terms and conditions.

                                      III.
                                   ELIGIBILITY
                                   -----------

A.    Participation in the Plan will be restricted to those positions which have
      a clear impact on the Company's financial and operating performance.

B.    Eligible participants will include principal officers and select key 
      employees of the Company and the Company's operating companies.

C.    Generally, key employees will be defined as those executive positions
      which report to the President of an operating subsidiary or, in the case
      of corporate level employees, to the CEO of the Company.

D.    Key employees will be recommended by the CEO of the Company and will be 
      approved by the Compensation Committee of the Board of Directors.

E.    Participation will also be limited to executives who are not covered under
      another approved incentive plan.

<PAGE>



                                       IV.
                              INCENTIVE OPPORTUNITY
                              ---------------------

      The size of the maximum incentive award opportunity level will vary by the
position's responsibility level, as outlined below:
                                                               MAXIMUM INCENTIVE
                                                               OPPORTUNITY AS A 
LEVEL                   POSITION(S)                       PERCENT OF BASE SALARY
======   ===================================================   =================
  I      Corporate CEO, President, Chief Operating Officer,           100%
         Executive Vice President, Chief Financial Officer
         and Operating Company Presidents

 II      Other Officers                                                75%

 III     Non-Officer Key Employees                                     50%



                                       V.
                                 PLAN COMPONENTS
                                 ---------------

COMPONENT A:  CASH AWARD

3/4 of the incentive opportunity for both corporate and operating company
participants will be paid based upon PBBT or EPS achievement against target
objectives.

1. OPERATING COMPANY PARTICIPANTS - CASH AWARD OPPORTUNITY RE:COMPANY EPS TARGET
-------------------------------------------------------------------------------
A portion of the operating company participants' cash awards will be paid based
upon Michael Foods' EPS achievement against the target objective, in accordance
with the following table:

         INCENTIVE AWARD OPPORTUNITY AS A PERCENT OF BASE SALARY:
                              LEVEL I       LEVEL II         LEVEL III
--------------------------------------------------------------------------------
ACHIEVEMENT OF TARGET
---------------------

Below 94%                       0.0%          0.0%               0.0%
  94% -94.99%                   2.9%          2.2%               1.5%
  95% -95.99%                   5.7%          4.3%               2.9%
  96% -96.99%                   8.6%          6.5%               4.3%
  97% -97.99%                  11.4%          8.6%               5.7%
  98% -98.99%                  14.3%         10.7%               7.2%
  99% -99.99%                  17.1%         12.8%               8.6%
 100% -100.99%                 20.0%         15.0%              10.0%
 101% -101.99%                 24.0%         18.0%              12.0%
 102% -102.99%                 28.0%         21.0%              14.0%
 103% -103.99%                 32.0%         24.0%              16.0%
 104% -104.99%                 36.0%         27.0%              18.0%
 105% or greater               40.0%         30.0%              20.0%



<PAGE>


2. OPERATING COMPANY PARTICIPANTS - CASH AWARD OPPORTUNITY 
   RE: OPERATING COMPANY TARGETS
--------------------------------------------------------------------------------
A portion of the operating company participants' cash awards will be paid based
upon their individual operating company PBBT achievement against the target
objective, in accordance with the following table:

           INCENTIVE AWARD OPPORTUNITY AS A PERCENT OF BASE SALARY:
                           LEVEL I       LEVEL II     LEVEL III
--------------------------------------------------------------------------------
ACHIEVEMENT OF TARGET

      Below 94%              0.0%         0.0%          0.0%
        94% -94.99%          2.5%         1.9%          1.3%
        95% -95.99%          5.0%         3.8%          2.5%
        96% -96.99%          7.5%         5.6%          3.8%
        97% -97.99%         10.0%         7.5%          5.0%
        98% -98.99%         12.5%         9.4%          6.3%
        99% -99.99%         15.0%        11.3%          7.5%
       100% -100.99%        17.5%        13.1%          8.8%
       101% -101.99%        19.3%        14.4%          9.6%
       102% -102.99%        21.0%        15.8%         10.5%
       103% -103.99%        22.8%        17.1%         11.4%
       104% -104.99%        24.5%        18.4%         12.3%
       105% -105.99%        26.3%        19.7%         13.1%
       106% -106.99%        28.0%        21.0%         14.0%
       107% -107.99%        29.8%        22.3%         14.9%
       108% -108.99%        31.5%        23.6%         15.8%
       109% -109.99%        33.3%        24.9%         16.6%
       110% or greater      35.0%        26.3%         17.5%

3. CORPORATE, SALES & DISTRIBUTION PARTICIPANTS CASH AWARD OPPORTUNITY
The corporate, sales and distribution participants' cash awards will be paid
based upon Michael Foods' EPS achievement against the target objective, in
accordance with the following table:

             INCENTIVE AWARD OPPORTUNITY AS A PERCENT OF BASE SALARY:
                          LEVEL I         LEVEL II      LEVEL III
--------------------------------------------------------------------------------
ACHIEVEMENT OF TARGET

    Below 94%               0.0%           0.0%           0.0%
      94% -94.99%           6.0%           4.5%           3.0%
      95% -95.99%          11.3%           8.5%           5.7%
      96% -96.99%          16.5%          12.4%           8.3%
      97% -97.99%          21.8%          16.4%          10.9%
      98% -98.99%          27.0%          20.3%          13.5%
      99% -99.99%          32.3%          24.2%          16.2%
     100% -100.99%         37.5%          28.1%          18.8%
     101% -101.99%         45.0%          33.8%          22.5%
     102% -102.99%         52.5%          39.4%          26.3%
     103% -103.99%         60.0%          45.0%          30.0%
     104% -104.99%         67.5%          50.6%          33.8%
     105% or greater       75.0%          56.3%          37.5%



<PAGE>


COMPONENT B:  STOCK AWARD

1/4 of the incentive opportunity for both corporate and operating company
participants will be paid based upon a three year average trendline earnings
growth. For each Plan year, the three year trendline EPS must average 15% growth
annually to trigger participation in this component of the Plan. This segment of
the Plan is earned over a period of three years and is paid in the Company's
common stock.

-     Year I earns 50% assuming average annual EPS growth of at least 15% for
      the three years ending Year I, Year II earns 30% assuming average annual
      EPS growth of at least 15% for the three years ending Year II, and Year
      III earns the balance (20%) assuming average annual EPS growth of at least
      15% for the three years ending Year III. (If at least 15% three year
      average EPS growth is not achieved, that yearly portion of the stock award
      incentive is forfeited, was well as the ability to receive any prior year
      portion that would have vested in the current year.) The number of shares
      of common stock that would be awarded to an individual participant is
      determined by multiplying the appropriate earned percentage by the 25% of
      the maximum incentive opportunity for each individual at the appropriate
      level covered by Component B. That amount is then divided by the closing
      price of the Company's common stock on the third business day following
      the announcement of year-end financial results to determine the number of
      shares of common stock to be issued to each participant. Certificates will
      be issued as soon as practical following the first quarter Board of
      Directors meeting. Further aspects of Component B are covered in the
      Michael Foods, Inc. 1994 Executive Performance Stock Award Plan.

COMPONENT C:  OPTION AWARD

Stock options will be awarded to the operating company presidents and certain
executive corporate officers for achieving EPS growth in excess of 15% annually.

-     Qualified individuals for 1999 and later years:

            Gregg Ostrander                     Norman Rodriguez
            Jeffrey Shapiro                     JD Clarkson
            John Reedy                          James Kohler
            Bill Goucher

-     Stock option awards will be for a specific  number of shares of
      common stock based upon a rising scale which is triggered with a  
      year-over-year increase in EPS of at least 15% as follows:

<TABLE>
<CAPTION>

                                                                              PRESIDENT /CEO OF MICHAEL             ALL OTHER
                                                                                     FOODS, INC.                   PARTICIPANTS
                                                                              --------------------------- --------------------------
MAXIMUM STOCK OPTION OPPORTUNITY
(COMMON STOCK SHARES).....................................                            36,000/YR.                    24,000/YR.
----------------------------------------------------------------------------- --------------------------- --------------------------
<S>   <C>                                                                                      <C>                         <C>
Below 15% Earnings Per Share Growth..............                                              0                           0
15% - 19.99%......................................................                         4,500                       3,000
20% - 24.99%......................................................                         9,000                       6,000
25% - 29.99%......................................................                        13,500                       9,000
30% - 34.99%......................................................                        18,000                      12,000
35% - 39.99%......................................................                        22,500                      15,000
40% - 44.99%......................................................                        27,000                      18,000
45% - 49.99%......................................................                        31,500                      21,000
50% or Greater.....................................................                       36,000                      24,000

</TABLE>

<PAGE>




      Options will be priced based upon the closing price of the Company's
      common stock on the third business day following the announcement of
      year-end financial results each year and will be issued following the
      March Board of Directors meeting. The diluted earnings per share for each
      year will be computed in accordance with Generally Accepted Accounting
      Principles ("GAAP"), but before accrual of bonuses and stock option awards
      under this plan.

                                       VI.
                ORGANIZATION AND INDIVIDUAL PERFORMANCE MEASURES
                ------------------------------------------------

The following measures of organization performance will be used to determine
actual incentive awards:

      Michael Foods, Inc. Diluted net earnings per share. Measured by actual
      diluted earnings per share for the current year as compared to the target
      level. Calculated in accordance with GAAP.

      Operating Companies. A portion of cash award based upon profit before
      bonus and taxes (PBBT). Measured by actual pre-tax profits for the Plan
      year as compared to the target level. For the purposes of the Plan, PBBT
      will be defined as operating profits, calculated in accordance with GAAP,
      before federal and state taxes, any interest charges associated with
      acquisition debt, and before accrual of bonuses. The remaining portion of
      the cash award to Operating Company participants will be based upon the
      relative achievement of the Michael Foods, Inc. diluted net earnings per
      share target, as defined above.

                                      VII.
                            ADMINISTRATIVE PROCEDURES
                            -------------------------

A.    Additions of Individuals.  All eligible participants must be designated by
      the CEO of the Company as of the beginning of the Plan year.


B.    Establishment of "Target or Maximum" Goals. The CEO retains the right to
      set or adjust the operating company and corporate "target or maximum"
      incentive goals based upon an assessment of overall business conditions at
      the beginning of the Plan year.

C.    Adjustments to Targets and/or Goals. The CEO retains the right to adjust
      the targets and/or goals of the Plan based upon his/her assessment of
      business conditions at the end of the second quarter of the Plan year.

D.    Down Earnings Year. No cash incentive shall be paid to a participant if
      their operating company or, in the case of corporate level participants,
      the Company has a decline in earnings for the Plan year, except at the
      discretion of the CEO with the approval of the Compensation Committee.
      However, this provision would not preclude an individual from
      participating in a Component B Stock Incentive Award.

E.    Termination/Death/Disability. Plan participants must be in the employ of
      the Company on the day the incentive award is actually paid in order to be
      eligible for incentive award payments except at the discretion of the CEO.
      However, should a participant die or become disabled, the incentive award
      for the year in which such death or disability occurs shall be prorated by
      the number of months of service during the applicable Plan year and shall
      be paid to the participant or the participant's estate, as the case may
      be.

F.    Change in Position. Eligible employees under the Plan who have a change in
      position during a Plan year will have their incentive award calculated
      under the Plan award levels for both positions, prorating the incentive
      award by the months of service at each level.

<PAGE>


G.    Interpolation. When the actual performance figure does not result in a
      whole number, the individual calculating the formula should interpolate to
      the closest percent.

H.    Exceptions. In each instance, exceptions must be approved in advance by
      the appropriate officer and the CEO of the Company, and must be submitted
      to the Compensation Committee of the Board of Directors for their
      concurrence.

                                      VIII.
                            AMENDMENT AND TERMINATION
                            -------------------------

The Board of Directors may at any time amend the Plan for the purposes of
satisfying the requirements of any changes in applicable laws or for any purpose
that may be permitted by law. The Board of Directors may also terminate the Plan
at any time. No such amendment or termination shall, however, adversely affect
the rights of any participant (without his/her prior consent) with regard to any
award previously made.

                                       IX.
                          RIGHT TO CONTINUED EMPLOYMENT
                          -----------------------------

No participant shall have any claim or right to be granted an incentive (bonus)
award under this Plan and the granting of an incentive (bonus) award shall not
be construed as giving the participant the right of continued employment with
the Company. The Company further reserves the right to dismiss a participant at
any time, with or without cause, free from any claim or liability other than
provided under this Plan document.

                                       X.
                                CHANGE IN CONTROL
                                -----------------

If the Company is merged into, acquired by or consolidated with another
corporation, or if all or substantially all of the assets of the Company are
sold or transferred to another party or if more than fifty percent (50%) of the
outstanding Common Stock is transferred to one or more parties so as to affect a
change in the control of the Company, the Common Stock granted under Component B
of the Plan and the options granted under Component C of the Plan shall become
immediately exercisable. Accordingly, said immediate vesting shall not apply to
any transaction where the Company stockholders, directly or indirectly, retain
in excess of fifty percent (50%) of the voting control over the Company.