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                                                                    Exhibit 4(e)


                            HANOVER FOODS CORPORATION



                                 THIRD AMENDMENT



                           Dated as of August 1, 1997



                                       To



                                 NOTE AGREEMENT



                          Dated as of December 1, 1991



Re:                      $25,000,000 8.74% Senior Notes,



                               Due March 15, 2007


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                        THIRD AMENDMENT TO NOTE AGREEMENT

THIS THIRD AMENDMENT to Note Agreement dated as of August 1, 1997 (the or this
Third Amendment"), is entered into between Hanover Foods Corporation, a
Pennsylvania corporation (the "Corporation"), and Allstate Life Insurance
Company (the "Purchaser").

                                    RECITALS:

         A. The Corporation and the Purchaser have heretofore entered into the
Note Agreement dated as of December 1, 1991 (the "Original Note Agreement"), the
First Amendment to the Note Agreement dated as of June 20, 1995 (the "First
Amendment" and the Second Amendment dated as of July 1, 1996 (the "Second
Amendment") (the Original Note Agreement, as amended by the First Amendment and
the Second Amendment, is hereinafter referred to as the "Note Agreement").

         B. The Corporation and the Purchaser now desire to amend certain of the
terms of the Note Agreement in order to reduce the rate of interest that the
Corporation must pay on the Notes.


         C. Capitalized terms used herein shall have the respective meanings
ascribed thereto in the Note Agreement unless herein defined or the context
shall otherwise require.


         D. All requirements of law have been fully complied with and all other
acts and things necessary to make this Third Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.


NOW, THEREFORE, the Corporation and the Purchaser, in consideration of good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, do hereby agree as follows:

SECTION 1         AMENDMENT.

         Section 1.1 From and after January 1, 1996 through and including March
15, 1997 interest on the Notes shall accrue at a rate per annum equal to the
rate set forth in the Notes and the Note Agreement plus 0.50%. From and after
March 16, 1997 interest on the Notes shall accrue at a rate per annum equal to
the rate set forth in the Notes and the Note Agreement.

SECTION 2         REPRESENTATIONS AND WARRANTIES OF THE CORPORATION.

         Section 2.1 To induce the Purchaser to execute and deliver this Third
Amendment, the Corporation represents and warrants to the Purchaser (which
representations shall survive the execution and deliver of this Third Amendment)
that:

                  (a) this Third Amendment has been duly authorized, executed
and delivered by it and this Third Amendment constitutes the legal, valid and
binding obligation, contract and agreement of the Corporation enforceable
against it in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable
principles relating to or limiting creditors' rights generally;

                  (b) the Note Agreement, as amended by this Third Amendment,
constitutes the legal, valid and binding obligation, contract and agreement of
the Corporation enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws or equitable principles relating to or limiting creditors'
rights generally;


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                  (c) the execution, delivery and performance by the Corporation
of this Third Amendment (i) has been duly authorized by all requisite corporate
action and, if required, shareholder action, (ii) does not require the consent
or approval of any governmental or regulatory body or agency, and (iii) will not
(A) violate (1) any provision of law, statute, rule or regulation or its
certificate of incorporation or bylaws, (2) any order of any court or any rule,
regulation or order of any other agency or government binding upon it, or (3)
any provision of any material indenture, agreement or other instrument to which
it is a party or by which its properties or assets are or may be bound, or (B)
result in a breach or constitute (alone or with due notice or lapse of time or
both) a default under any indenture, agreement or other instrument referred to
in clause (iii)(A)(3) of this Section 2.1(c); and

                  (d) as of the date hereof and after giving effect to this
Third Amendment, no Default or Event of Default has occurred which is
continuing.

SECTION 3         CONDITIONS TO EFFECTIVENESS OF THIRD AMENDMENT.

         Section 3.1 This Third Amendment shall not become effective until, and
shall become effective when, each and every one of the following conditions
shall have been satisfied:

                  (a) executed counterparts of this Third Amendment, duly
executed by the Corporation and the Purchaser, shall have been delivered to the
Purchaser; and

                  (b) the representations and warranties of the Corporation set
forth in Section 2 hereof shall be true and correct on and with respect to the
date hereof.

Upon receipt of all of the foregoing, this Third Amendment shall become
effective.

SECTION 4         PAYMENT OF PURCHASER'S COUNSEL FEES AND EXPENSES.

         Section 4.1 The Corporation agrees to pay upon demand, the reasonable
fees and expenses of Chapman and Cutler, counsel to the Purchaser, in connection
with the negotiation, preparation, approval, execution and delivery of this
Third Amendment.

SECTION 5         MISCELLANEOUS.

         Section 5.1 Except as modified and expressly amended by this Third
Amendment, the Note Agreement is in all respects ratified, confirmed and
approved and all of the terms, provisions, and conditions thereof, shall be and
remain in full force and effect.


         Section 5.2 Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Third Amendment may refer to the Note Agreement without making specific
reference to this Third Amendment but nevertheless all such references shall
include this Third Amendment unless the context otherwise requires.

         Section 5.3 This Third Amendment shall be governed by and construed in
accordance with the laws of the State of Pennsylvania.

         Section 5.4 This Third Amendment may be executed and delivered in any
number of counterparts, each of such counterparts constituting an original, but
all together only one Third Amendment.


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IN WITNESS WHEREOF, the Corporation and the Purchaser have caused this
instrument to be executed, all as of the day and year first above written.

                                          HANOVER FOODS CORPORATION


                                          By /s/ Illegible
                                            ------------------------------------


                                          Executive Vice President


Accepted and Agreed to:

                                          ALLSTATE LIFE INSURANCE COMPANY


                                          By /s/ Illegible
                                            ------------------------------------


                                          By /s/ Illegible
                                            ------------------------------------
                                            Authorized Signatories


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