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                       Exhibit #10.22

         Amended and Restated 1996 Stock Incentive Plan


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                               RISER FOODS, INC.
                              AMENDED AND RESTATED
                           1996 STOCK INCENTIVE PLAN


1.  Definitions:  As used herein, the following definitions shall
apply:

(a) "Plan" shall mean the Riser Foods, Inc. Amended and Restated
1996 Stock Incentive Plan.

(b) "Corporation" shall mean Riser Foods, Inc., a Delaware
corporation, or any successor thereof.

(c) "Committee" shall mean a committee meeting the standards of
Rule 16b-3 of the Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any
similar successor rule, appointed by the Board of Directors of the
Corporation to administer and interpret the Plan.

(d) "Participant" shall mean any individual designated by the
Committee under Paragraph 6, for participation in the Plan.

(e) "Common Stock" shall mean the Class A, Common Stock, $.01 par
value, of Riser Foods, Inc.

(f) "Non-Qualified Option" shall mean an option to purchase Common
Stock of the Corporation which meets the requirements set forth in
the Plan but does not meet the definition of an incentive stock
option set forth in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").

(g) "Incentive Option" shall mean an option to purchase Common 
Stock of the Corporation which meets the requirements set forth in
the Plan and also meets the definition of an incentive stock option
set forth in Section 422 of the Code.

(h) "Stock appreciation right" shall mean a right to receive the
appreciation in value of a specified number of shares of the Common
Stock of the Corporation, as provided in Paragraph 12 hereof.

(i) "Restricted stock award" shall mean a grant of Common Stock of
the Corporation which is subject to restrictions against transfer,
forfeiture and such other terms and conditions determined by the
Committee, as provided in Paragraph 18 hereof.

(j) "Fair Market Value" of a share of the Corporation's Common
Stock on any date shall mean (i) if the Common Stock is traded on
an exchange, the mean of the high and low prices at which it is
quoted or traded on such date on the exchange on which it generally
has the greatest trading volume, or (ii) if the Common Stock is<PAGE>
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traded in the over-the-counter market, the mean between the
asked and the bid prices on such date as reported by NASDAQ.

(k) "Non-Employee Director" shall mean a Non-Employee Director as
defined in Rule 16b-3 promulgated under the Exchange Act.

     2. Purpose of Plan: The purpose of the Plan is to provide key
employees (including officers and directors) of the Corporation and
its subsidiaries with an increased incentive to make significant
and extraordinary contributions to the long-term performance and
growth of the Corporation and its subsidiaries, to join the
interests of key employees with the interests of the shareholders
of the Corporation, and to facilitate attracting and retaining key
employees of exceptional ability. For purposes of the Plan, a
"subsidiary" shall mean a "subsidiary corporation" as defined in
Section 424(f) of the Code.

     3. Administration: The Plan shall be administered by the
Committee; provided that if any member of the Committee is not a
Non-Employee Director, then the Board of Directors shall approve
the grant of any stock option, stock appreciation right or
restricted stock award that the Committee proposes to make
hereunder. The Committee shall determine, from those eligible to be
Participants under the Plan, the persons to be granted stock
options, stock appreciation rights and restricted stock, the amount
of stock or right to be optioned or granted to each such person,
and the terms and conditions of any stock options, stock
appreciation rights and restricted stock. Subject to the provisions
of the Plan, the Committee is authorized to interpret the Plan, to
promulgate, amend and rescind rules and regulations relating to the
Plan and to make all other determinations necessary or advisable
for its administration. Interpretation and construction of any
provision of the Plan by the Committee shall be final and 
conclusive. Acts approved by a majority of the members present at
any meeting at which a quorum is present, or acts unanimously
approved in writing by the Committee, shall be the acts of the
Committee.

     4. Indemnification of Committee Members: In addition to such
other rights of indemnification as they may have, the members of
the Committee shall be indemnified by the Corporation against the
reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein to
which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any
option, stock appreciation right or restricted stock granted
hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal
counsel selected by the Corporation) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in
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such action, suit or proceeding that such Committee member hasacted
in bad faith; provided, however, that within sixty (60)
days after receipt of notice of institution of any such action,
suit or proceeding a Committee member shall offer the Corporation
in writing the opportunity, at its own cost, to handle and defend
the same.

     5. Maximum Number of Shares Subject to Plan: The maximum
number of shares with respect to which stock options or stock
appreciation rights may be granted or which may be awarded as
restricted stock under the Plan shall be 1,000,000 shares in the
aggregate (subject to adjustment as set forth below) of Common
Stock of the Corporation, which may consist in whole or in part of
the authorized and unissued or reacquired Common Stock of the
Corporation. The number of shares with respect to which a stock
appreciation right is granted, but not the number of shares which
the Corporation delivers or could deliver to a Participant upon
exercise of a stock appreciation right, shall be charged against
the aggregate number of shares remaining available under the Plan;
provided, however, that in the case of a stock appreciation right
granted in conjunction with a stock option under circumstances in
which the exercise of the stock appreciation right results in
termination of the stock option and vice versa, only the number of
shares subject to the stock option shall be charged against the
aggregate number of shares remaining available under the Plan. If
a stock option or stock appreciation right expires or terminates
for any reason (other than termination as a result of the exercise
of a related right) without having been fully exercised, or if
shares of restricted stock are forfeited, the number of shares with
respect to which the stock option or stock appreciation right were
not exercised at the time of its expiration or termination, and the
number of forfeited shares of restricted stock, shall again become
available for the grant of stock options or stock appreciation
rights or the award of restricted stock under the Plan.

     The number of shares subject to each outstanding stock option
or stock appreciation right or restricted stock award, the option
price with respect to outstanding stock options, the grant value
with respect to outstanding stock appreciation rights, and the
aggregate number of shares remaining available under the Plan shall
be subject to such adjustment as the Committee, in its discretion,
deems appropriate to reflect such events as stock dividends, stock
splits, recapitalizations, mergers, consolidations or
reorganizations of or by the Corporation; provided, however, that
no fractional shares shall be issued pursuant to the Plan, no
rights may be granted under the Plan with respect to fractional
shares, and any fractional shares resulting from such adjustments
shall be eliminated from any outstanding stock option, stock
appreciation right, or restricted stock award.

     6. Participants: The Committee shall determine and designate
from time to time, in its discretion, such key employees (including
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officers and directors) of the Corporation or any subsidiary
toreceive stock options, stock appreciation rights or restricted
stock, who in the judgment of the Committee are or will become
responsible for the direction and financial success of the
Corporation or any subsidiary.

     7. Written Agreement: Each stock option, stock appreciation
right and restricted stock award shall be evidenced by a written
agreement which shall contain such provisions as may be approved by
the Committee. Such agreements shall constitute binding contracts
between the Corporation and the Participant and every Participant,
upon acceptance of such agreement, shall be bound by the terms and
restrictions of the Plan and of the agreement. The terms of each
such agreement shall be in accordance with the Plan, but the
agreements may include such additional provisions and restrictions
determined by the Committee, provided that such additional
provisions and restrictions are not inconsistent with the terms of
the Plan.

     8. Allotment of Shares: The Committee shall determine and fix
the number of shares of stock with respect to which each
Participant may be granted stock options and stock appreciation
rights and the number of shares of restricted stock which each
Participant may be awarded.

     9. Stock Options: Subject to the terms of the Plan, the
Committee may grant to Participants either Incentive Options,
Non-Qualified Options or any combination thereof. Each option
granted under the Plan shall designate the number of shares covered
thereby, if any, with respect to which the option is an Incentive
Option, and the number of shares covered thereby, if any, with 
respect to which the option is a Non-Qualified Option.

     10. Stock Option Price: The Committee shall establish, at the
time any stock option is granted, the price per share for which the
shares covered by the option may be purchased; provided, however,
that if the option is an Incentive Option, such price shall not be
less than 100% of the fair market value of the shares on the date
on which the option is granted; provided, moreover, that with
respect to an Incentive Option granted to a Participant who at the
time of the grant owns (after applying the attribution rules of
Section 424(d) of the Code) more than 10% of the total combined
voting stock of the Corporation or of any parent corporation (as
defined in Section 424(e) of the Code) or subsidiary, the option
price shall not be less than 110% of the fair market value of the
stock subject to the Incentive Option on the date such option is
granted.

     11. Payment of Stock Option Price: At the time of the exercise
in whole or in part of any stock option granted hereunder, payment
of the option price in full in cash or, with the consent of the
Committee, in Common Stock of the Corporation, shall be made by the
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Participant for all shares so purchased. No Participant shall have
any of the rights of a shareholder of the Corporation under any
stock option until the actual issuance of shares to said
Participant, and prior to such issuance no adjustment shall be made
for dividends, distributions or other rights in respect of such
shares, except as provided in Paragraph 5.

     12. Stock Appreciation Rights: Subject to the terms of the
Plan, the Committee may grant stock appreciation rights to
Participants either in conjunction with, or independently of, any
stock options granted under the Plan.  A stock appreciation right
granted in conjunction with a stock option may be an
alternative right wherein the exercise of the stock option
terminates the stock appreciation right to the extent of the number
of shares purchased upon exercise of the stock option and,
correspondingly, the exercise of the stock appreciation right
terminates the stock option to the extent of the number of shares
with respect to which the stock appreciation right is exercised.
Alternatively, a stock appreciation right granted in conjunction
with a stock option may be an additional right wherein both the
stock appreciation right and the stock option may be exercised;
provided, however, that a stock appreciation right may not be
granted in conjunction with an Incentive Option under circumstances
in which the exercise of the stock appreciation right affects the
right to exercise the Incentive Option or vice versa, unless the
stock appreciation right, by its terms, meets all of the following
requirements:

     (a) The stock appreciation right will expire no later than the
Incentive Option;

     (b) The stock appreciation right may be for no more than the
difference between the option price of the Incentive Option and the
fair market value of the shares subject to the Incentive Option at
the time the stock appreciation right is exercised;

     (c) The stock appreciation right is transferable only when the
Incentive Option is transferable, and under the same conditions;

     (d) The stock appreciation right may be exercised only when
the Incentive Option is eligible to be exercised; and

     (e) The stock appreciation right may be exercised only when
the fair market value of the shares subject to the Incentive Option
exceeds the option price of the Incentive Option.

     Upon exercise of a stock appreciation right, a Participant
shall be entitled to receive, without payment to the Corporation
(except for applicable withholding taxes), an amount equal to the
excess of (i) the then aggregate fair market value of the number of
shares with respect to which the Participant exercises the stock
     
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appreciation right, over (ii) the aggregate stock option price for
such number of shares (if the stock appreciation right is granted
in conjunction with a stock option) or the aggregate fair market
value of such number of shares at the time the stock appreciation
right was granted (if the stock appreciation right is granted
independently of any stock option). This amount shall be payable by
the Corporation, in the sole discretion of the Committee, in cash,
in shares of Common Stock of the Corporation or any combination
thereof.

     13. Granting and Exercise of Stock Options and Stock
Appreciation Rights: Each stock option and stock appreciation right
granted hereunder shall be exercisable at any such time or times or
in any such installments as may be determined by the Committee at
the time of the grant; provided, however, that with respect to
Incentive Options, the aggregate fair market value (determined
as of the time of grant) of the stock with respect to which
incentive stock options are exercisable for the first time by any
one Participant during any calendar year under all plans maintained
by the Corporation (and any parent or subsidiary corporations of
the Corporation) shall not exceed $100,000; provided, moreover,
that no stock appreciation right or stock option granted in
conjunction therewith may be exercisable prior to the expiration of
six months from the date of grant unless the Participant dies or
becomes disabled prior thereto; provided, moreover, that if a
Participant who is granted a stock appreciation right is a person
who is regularly required to report his ownership and changes in
ownership of Common Stock of the Corporation to the Securities and
Exchange Commission and is subject to short-swing profit liability
under the provisions of Section 16(b) of the Exchange Act, then any
election to exercise as well as any actual exercise of his stock
appreciation right shall be made only during the period beginning
on the third business day and ending on the twelfth business day
following the release for publication by the Corporation of
quarterly or annual summary statements of sales and earnings.

     A Participant may exercise a stock option or stock
appreciation right, if then exercisable, in whole or in part by
delivery to the Corporation of written notice of the exercise, in
such form as the Committee may prescribe, accompanied, in the case
of a stock option, by full payment for the shares with respect to
which the stock option is exercised. Except as provided in
Paragraph 17, stock options and stock appreciation rights granted
to a Participant may be exercised only while the Participant is an
employee of the Corporation or a subsidiary.

     Successive stock options and stock appreciation rights may be
granted to the same Participant, whether or not the stock option(s)
and stock appreciation right(s) previously granted to such
Participant remain unexercised.  A Participant may exercise a stock
option or a stock appreciation right (if granted in conjunction
with a stock option or independently of any stock option), if then
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exercisable, notwithstanding that stock options and stock 
appreciation rights previously granted to such Participant remain
unexercised.

     14. Non-Transferability of Stock Options and Stock
Appreciation Rights:

         (a) No Incentive Option or stock appreciation right
granted in conjunction with an Incentive Option shall be
transferable by the Participant other than by will or the laws of
descent and distribution, and each Incentive Option or stock
appreciation right granted in conjunction with an Incentive
Option shall be exercisable during the Participant's lifetime only
by the Participant.

         (b) A person that receives Non-Qualified Options or stock
appreciation rights granted in conjunction with Non-Qualified
Options under this Plan or such person's beneficiary shall have the
power or right to sell, exchange, pledge, transfer, assign or
otherwise encumber or dispose of such person's or beneficiary's
Non-Qualified Options and related stock appreciation rights
received under this Plan only as follows: (i) to the spouse or any
children or grandchildren of such Participant under this Plan; (ii)
as a charitable contribution or gift to or for the use of any
person or entity described in Section 170(c) of the Code; (iii) to
any "Controlled Entity," as defined below; or (iv) by will or the
laws of intestate succession. "Controlled Entity" shall mean any
trust, partnership, limited liability company or other entity in
which a Participant acts as trustee, managing partner, managing
member or otherwise controls; provided that, to the extent any
grant of a stock option or stock appreciation right received under
this Plan is awarded to a spouse pursuant to any divorce
proceeding, such interest shall be deemed to be terminated and
forfeited notwithstanding any vesting provisions or other terms
herein or in the agreement evidencing such grant.

     15. Term of Stock Options and Stock Appreciation Rights: If
not sooner terminated, each stock option and stock appreciation
right granted hereunder shall expire not more than ten (l0) years
from the date of the granting thereof; provided, however, that with
respect to an Incentive Option or a related stock appreciation
right granted to a Participant who, at the time of the grant, owns
(after applying the attribution rules of Section 425(d) of the
Code) more than l0% of the total combined voting stock of all
classes of stock of the Corporation or of any parent or subsidiary,
such option and stock appreciation right shall expire not more than
five (5) years after the date of granting thereof.

     16. Continuation of Employment: The Committee may require, in
its discretion, that any Participant under the Plan to whom a stock
option or stock appreciation right shall be granted shall agree in
writing as a condition of the granting of such stock option or
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stock appreciation right to remain in the employ of the Corporation
or a subsidiary for a designated minimum period from the date of
the granting of such stock option or stock appreciation right as
shall be fixed by the Committee.

     17. Termination of Employment: If the employment of a
Participant by the Corporation or a subsidiary shall be terminated,
the Committee may, in its discretion, permit the exercise of stock
options and stock appreciation rights granted to such Participant
for a period not to exceed one year following such termination of
employment; provided, however, that no Incentive Option or related
stock appreciation right may be exercised after three months
following a Participant's termination of employment, unless such
termination of employment is due to the Participant's death or
permanent disability, in which event the Incentive Option and
related stock appreciation right may be permitted to be exercised
for up to one year following the Participant's termination of
employment for such reason. In no event, however, shall a stock
option or stock appreciation right be exercisable subsequent to its
expiration date and, furthermore, a stock option or stock
appreciation right may only be exercised after termination of a
Participant's employment to the extent exercisable on the date of
termination of employment.

     18. Restricted Stock Awards: Subject to the terms of the Plan,
the Committee may grant shares of restricted stock to Participants.
All shares of restricted stock granted to Participants under the
Plan shall be subject to the following terms and conditions (and to
such other terms and conditions prescribed by the Committee):

         (a) At the time of each award of restricted shares, the
Committee shall establish for the shares a restricted period. Such
restricted period may differ among Participants and may have
different expiration dates with respect to portions of shares
covered by the same award.

         (b) Shares of restricted stock awarded to Participants may
not be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered during the restricted period applicable to
such shares. Except for such restrictions on transfer, a
Participant shall have all of the rights of a stockholder in
respect of restricted shares awarded to him including, but not
limited to, the right to receive dividends on, and the right to
vote, the  shares.

         (c) If a Participant ceases to be employed by the
Corporation or a subsidiary for any reason other than death or
permanent disability, all shares theretofore awarded to the
Participant which are still subject to the restrictions imposed by
Paragraph 18(b) shall upon such termination of employment be
forfeited and transferred back to the Corporation, without payment
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of any consideration by the Corporation; provided, however, that in
the event such employment is terminated by action of the
Corporation or a subsidiary without cause or by agreement between
the Corporation or a subsidiary and the Participant, the Committee
may, in its discretion, release some or all of the shares from the
restrictions.

         (d) If a Participant ceases to be employed by the
Corporation or a subsidiary by reason of death or permanent
disability, the restrictions imposed by Paragraph 18 shall lapse
with respect to shares then subject to such restrictions, unless
otherwise determined by the Committee.

         (e) Stock certificates shall be issued in respect of
shares of restricted stock awarded hereunder and shall be
registered in the name of the Participant. Such certificates shall
be deposited with the Corporation or its designee, together with a
stock power endorsed in blank, and, in the discretion of the
Committee a legend shall be placed upon such certificates
reflecting that the shares represented thereby are subject to
restrictions against transfer and forfeiture.

         (f) At the expiration of the restricted period
applicable to the shares, the Corporation shall deliver to the
Participant or the legal representative of the Participant's estate
the stock certificates deposited with it or its designee and as to
which the restricted period has expired. If a legend has been
placed on such certificates, the Corporation shall cause such
certificates to be reissued without the legend. In the case of
events such as stock dividends, stock splits, recapitalizations,
mergers, consolidations or reorganizations of or by the
Corporation, any stock, securities or other property which a
Participant receives or is entitled to receive by reason of his
ownership of restricted shares shall, unless otherwise determined
by the Committee, be subject to the same restrictions applicable to
the restricted shares and shall be deposited with the Corporation
or its designee.

         19. Investment Purpose: If the Committee in its discretion
determines that as a matter of law such procedure is or may be
desirable, it may require a Participant, upon any acquisition of
stock hereunder (whether by reason of the exercise of stock options
or stock appreciation rights or the award of restricted shares), to
execute and deliver to the Corporation a written statement, in form
satisfactory to the Committee, representing and warranting that the
Participant's acquisition of shares of stock shall be for such
person's own account, for investment and not with a view to the
resale or distribution thereof and that any subsequent offer for
sale or sale of any such shares shall be made either pursuant to
(a) a Registration Statement on an appropriate form under the
Securities Act of 1933, as amended (the "Securities Act"), which
Registration Statement has become effective and is current with
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respect to the shares being offered and sold, or (b) a specific
exemption from the registration requirements of the Securities Act,
but in claiming such exemption the Participant shall, prior to any
offer for sale or sale of such shares, obtain a favorable written
opinion from counsel for or approved by the Corporation as to the
availability of such exemption. The Corporation may endorse an
appropriate legend referring to the foregoing restriction upon the
certificate or certificates representing any shares issued or
transferred to the Participant.

         20. Rights to Continued Employment: Nothing contained in
the Plan or in any stock option, stock appreciation right or
restricted stock granted or awarded pursuant to the Plan, nor any
action taken by the Committee hereunder, shall confer upon any
Participant any right or entitlement with respect to continuation
of employment by the Corporation or a subsidiary nor interfere in
any way with the right of the Corporation or a subsidiary to
terminate such person's employment at any time.

         21. Withholding Payments: If upon the exercise of a
Non-Qualified Option or stock appreciation right, or upon the award
of restricted stock or the expiration of restrictions applicable to
restricted stock, or upon a disqualifying disposition (within the
meaning of Section 422 of the Code) of shares acquired upon
exercise of an Incentive Option, there shall be payable by
the Corporation or a subsidiary any amount for income tax
withholding, either the Corporation shall appropriately reduce the
amount of stock or cash to be paid to the Participant or the
Participant shall pay such amount to the Corporation or subsidiary
to reimburse it for such income tax withholding.

         22. Effectiveness of Plan: The Plan shall be effective on
the date the Board of Directors of the Corporation adopts the Plan,
provided that the shareholders of the Corporation ratify the Plan
within twelve (12) months of its adoption by the Board of
Directors. Stock options, stock appreciation rights and
restricted stock may be granted or awarded prior to shareholder
ratification of the Plan, but each such stock option, stock
appreciation right or restricted stock grant or award shall be
subject to the shareholder ratification of the Plan. No stock
option or stock appreciation right may be exercised prior to
shareholder ratification, and any restricted stock awarded is
subject to forfeiture if such shareholder ratification is not
obtained.

         23. Termination, Duration and Amendments of Plan: The Plan
may be abandoned or terminated at any time by the Board of
Directors of the Corporation. Unless sooner terminated, the Plan
shall terminate on the date ten years after its adoption by the
Board of Directors, and no stock options, stock appreciation rights
or restricted stock may be granted or awarded thereafter.  The
termination of the Plan shall not affect the validity of any
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stock option, stock appreciation rights or restricted stock
outstanding on the date of termination.

         For purposes of conforming to any changes in applicable
law or governmental regulations, or for any other lawful purpose,
the Board of Directors shall have the right, with or without
approval of the shareholders of the Corporation, to amend or revise
the terms of the Plan at any time; provided, however, that no such
amendment or revision shall (i) increase the maximum number of
shares in the aggregate which are subject to the Plan (subject,
however, to the provisions of Paragraph 5), change the class of
persons eligible to be Participants under the Plan or materially
increase the benefits accruing to Participants under the Plan,
without approval or ratification of the shareholders of the
Corporation; or (ii) change the stock option price (except
as contemplated by Paragraph 5) or alter or impair any stock
option, stock appreciation right, or restricted stock which shall
have been previously granted or awarded under the Plan, without the
consent of the holder thereof.

         As adopted by the Board of Directors on October 9, 1996.








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