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                                 EXHIBIT 10(m)

                AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT BETWEEN
                 HANOVER FOODS CORPORATION AND JOHN A. WAREHIME

         This document, dated as of August 1, 1997, shall constitute Amendment
No. 2 to an Employment Agreement dated as of June 12, 1995 (the "Employment
Agreement") between Hanover Foods Corporation (the "Employer")and John A.
Warehime (the "Employee).

                                   Background

         As of June 12, 1995, Employer and Employee entered into the Employment
Agreement, which Employment Agreement was amended by Amendment No. 1 dated as
of February 13, 1997.  The term "amended Employment Agreement" refers to the
Employment Agreement dated as of June 12, 1995 and amended by Amendment No. 1
dated February 13, 1997.  The parties desire to further amend the Employment
Agreement as set forth herein.

         NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:

         1.       Change to April 1.  Effective as of the first date of
Employer's fiscal year which began in 1996 and ended in 1997 and for each of
the Employer's fiscal years thereafter, all references in the amended
Employment Agreement to "April 1" (including, but not limited to, references to
April 1 in Section 3 of the amended Employment Agreement and the definitions of
"Contract Period" and "Contract Year" contained in the amended Employment
Agreement) shall refer instead to the first day of the Employer's then
applicable fiscal year.

         2.       Amendment to Section 7.1.2.  Amend the second sentence of
Section 7.1.2 of the amended Employment Agreement to change the parenthetical
phrase "(using the five-year average sales growth and operating profits)" to
read: "(using the five-year average sales growth percentage and five-year
average percentage of operating profits to sales)."

         3.       Class B Shareholder Approval.  To the extent that the bonus
payments set forth in Section 7 of the amended Employment Agreement for the
fiscal year of the Employer ended in 1997 and for fiscal years thereafter shall
cause the "applicable employee remuneration" (as defined in Section 162(m) of
the Internal Revenue Code of 1986, as amended) to exceed $1 million for any
taxable year of the Employer, such bonus payments shall be subject to, and are
contingent upon, approval by a majority vote of the holders of Class B Common
Stock of the Employer at a meeting to be held on or before August 15, 1997.

         4.       Amended Employment Agreement Continues in Full Force and
Effect.

         There are no amendments to the Employment Agreement, as previously
amended by Amendment No. 1 dated as of February 13, 1997, except as specified
herein.  The amended



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Employment Agreement, as further amended hereby, shall continue in full force
and effect and constitutes the entire understanding of the parties with respect
to its subject matter.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first above written.

ATTEST/WITNESS:                       HANOVER FOODS CORPORATION    
                                                                   
                                                                   
/s/ Gary T. Knisely                   By: /s/ Cyril T. Noel          (SEAL)
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WITNESS/ATTEST:                       EMPLOYEE:                       
                                                                     
                                                                      
/s/ Gary T. Knisely                   /s/ John A. Warehime           (SEAL)
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