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                                                                    Exhibit 10.3

                                 AMENDMENT NO. 3
                                       TO
            AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                              AGRILINK HOLDINGS LLC

      This  Amendment  No. 3 (this  "Amendment")  to the  Amended  and  Restated
Limited  Liability  Company Agreement (the "Agreement") of Agrilink Holdings LLC
(the "Company"),  dated as of August 19, 2002 is entered into as of February 11,
2004. All capitalized terms used and not otherwise defined herein shall have the
meanings given to them in the Agreement.

      WHEREAS,  pursuant  to  Section  2.2  of  the  Agreement,  the  Management
Committee may select the name of the Company; and

      WHEREAS,  pursuant  to  Section  7.5  of  the  Agreement,  the  Management
Committee may amend the Agreement;

      NOW, THEREFORE, the Management Committee desires to amend the Agreement in
accordance  with the terms of Section 2.2 and Section  7.5 of the  Agreement  to
reflect the foregoing, and hereby agrees as follows:

                                    ARTICLE I
                                   AMENDMENTS

      1.1 Section 2.2 of the Agreement is hereby  deleted in its entirety and is
hereby replaced with the following:

      Section 2.2 Name. The name of the Company is "Birds Eye Holdings LLC," and
all Company business shall be conducted in that name or in such other names that
comply with  applicable law as the Management  Committee may select from time to
time.

      1.2 Section  3.2 of the  Agreement.  Subsection  (a) of Section 3.2 of the
Agreement  is hereby  amended to delete the words "nine (9)  persons" and to add
the words "eleven (11) persons" in the first sentence thereof.




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                                   ARTICLE III
                                  MISCELLANEOUS

      3.1 General.  Except as expressly set forth in this Amendment,  all of the
terms and conditions of the Agreement shall remain in full force and effect.

      3.2 Governing Law. THIS AMENDMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN
ACCORDANCE   WITH  THE   LAWS  OF  THE   STATE  OF   DELAWARE,   EXCLUDING   ANY
CONFLICT-OF-LAWS  RULE OR  PRINCIPLE  THAT  MIGHT  REFER THE  GOVERNANCE  OR THE
CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

      3.3  Counterparts.  This  Amendment  may  be  executed  in any  number  of
counterparts  (including by means of telecopied  signature pages),  all of which
together shall constitute a single instrument.

      3.4  Section  Titles.  Section  titles and  headings  are for  descriptive
purposes  only and shall not control or alter the meaning of this  Amendment  as
set forth in the text hereof.

      IN WITNESS  WHEREOF,  this  Amendment  has been executed as of the day and
year first above written.

                                                 AGRILINK HOLDINGS, LLC

                                                 By: Its Management Committee

                                                 By:    /s/ David Hooper
                                                        ------------------------
                                                 Name:  David Hooper
                                                 Title: Representative

                                                 By:    /s/ Brian Ratzan
                                                        ------------------------
                                                 Name:  Brian Ratzan
                                                 Title: Representative

                                        2




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      IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.

                                         AGRILINK HOLDINGS LLC

                                         By: its Management Committee

                                         By:    /s/ David Hooper
                                                --------------------------------
                                         Name:  David Hooper
                                         Title: Representative

                                         HOLDER OF A MAJORITY OF THE COMMON
                                         UNITS AND THE PREFERRED UNITS:

                                         VESTAR/AGRILINK HOLDINGS LLC

                                         By: Vestar Capital Partners IV, L.P.,
                                             its Managing Member

                                         By: Vestar Associates IV, L.P.,
                                             its General Partner

                                         By: Vestar Associates Corporation IV,
                                             its General Partner

                                         By:    /s/ David Hooper
                                                --------------------------------
                                         Name:  David Hooper
                                         Title: Managing Director