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                                EXHIBIT 10.19

FOURTH AMENDMENT, DATED FEBRUARY 7, 1997, TO THAT CERTAIN REVOLVING LOAN
AGREEMENT BETWEEN FIRST AMERICAN NATIONAL BANK AND UNITED FOODS, INC., DATED
APRIL 7, 1993.

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                                                                EXHIBIT 10.19








                 FOURTH AMENDMENT TO REVOLVING LOAN AGREEMENT



     THIS FOURTH AMENDMENT TO REVOLVING LOAN AGREEMENT  (the "Agreement") made
and entered into as of February 6, 1997, by and between FIRST AMERICAN NATIONAL
BANK, a national banking association organized and existing under the statutes
of the United States of America (hereinafter "Lender"), and UNITED FOODS, INC.,
a corporation organized and existing under the laws of the State of Delaware
("Borrower").

                             W I T N E S S E T H:

     WHEREAS, Lender and Borrower executed a Loan Agreement dated as of April
7, 1993 (the "Loan Agreement") pursuant to which the Lender made a Twenty-Three
Million Dollar ($23,000,000.00) revolving credit loan to Borrower for the
purpose of providing working capital to the Borrower (the "Revolving Loan");

     WHEREAS, the Lender and Borrower have previously amended the Loan
Agreement; and

     WHEREAS, the Lender and Borrower desire to further modify the Loan
Agreement as hereinafter set forth;

     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and other good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged by each of the parties, the parties do mutually agree as follows:

           Section 1.1 of the Loan Agreement is hereby deleted in its 
entirety and the following paragraph is substituted in lieu thereof:

           "1.1  Acceptable Account.  'Acceptable Account' shall mean an
     Account Receivable which meets all of the following requirements:   
     (a) such Receivable is owned by the Borrower and represents a       
     complete bona fide transaction which requires no further act under  
     any circumstances on the part of the Borrower to make such          
     Receivable payable by the Account Debtor; (b) such Receivable is    
     not past due more than sixty (60) days, or ninety (90) days in the  
     case of a United States Government Receivable, from the date of     
     the original invoice; (c) the goods, the sale of which gave rise    
     to such Receivable, were shipped or delivered to the Account        
     Debtor on an absolute sale basis and not on a bill and hold sale    
     basis, a consignment sale basis, a guaranteed sale basis, a sale    
     or return basis, or on the basis of any other similar               
     understanding and no material part of such goods has been returned  
     or rejected; (d) such Receivable is not evidenced by chattel paper  
     or an 'instrument' (as defined in Article IX of the Tennessee       
     Uniform Commercial Code) of any kind; (e) the Account Debtor with   
     respect to such Receivable is not Insolvent or the subject of any   
     bankruptcy or insolvency proceedings of any kind or of any other    
     proceeding or action, threatened or pending, which might have a     
     materially adverse effect on such Account Debtor and is not deemed  
     ineligible for credit for other reasons; (f) such Receivable is     
     not owing by an Account Debtor having twenty-five percent (25%) or  
     more in face value of its then-existing accounts owing to the       
     Borrower past due more than sixty (60) days, or ninety (90) days    
     in the case of a United States Government Receivable, from the      
     date of the original invoice; (g) such Receivable is not owing by   
     an Account Debtor whose then-existing accounts owing to             

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      the Borrower exceed in face amount twenty percent (20%) of the
      Borrower's total Acceptable Accounts; (h) if such Receivable
      arises from the performance of services, such services have been
      fully rendered; (i) such Receivable is a valid, legally
      enforceable obligation of the Account Debtor with respect thereto
      and is not subject to any present, and no facts are known which
      are the basis for any future, offset, deduction or counterclaim,
      dispute or other defense on the part of such Account Debtor, other
      than allowances to the Account Debtor in the ordinary course of
      the Borrower's business, which allowances shall reduce the face
      amount of the Receivable for the purposes of determining its
      eligibility; (j) except as provided in the last sentence of this
      Section 1.1 with respect to United States Government Receivables,
      such Receivable is subject to a perfected security interest
      pursuant to the Security Agreement and is subject to no other Lien
      whatsoever other than Permitted Exceptions; (k) such Receivable is
      evidenced by an invoice or other documentation in form acceptable
      to the Lender; (l) such Receivable does not arise out of any
      transaction with any Affiliate of the Borrower; (m) the goods and
      services giving rise to such Receivable were not, at the time of
      the sale or rendering thereof, subject to any Lien, except the
      security interest granted hereunder and Permitted Exceptions; (n)
      is not a Foreign Receivable; and (o) such Receivable does not
      arise from the sale of goods or services to a military
      distributor.  A United States Government Receivable that otherwise
      satisfies the foregoing requirements shall be an Acceptable
      Account notwithstanding the failure by the Lender and the Borrower
      to comply with the Federal Assignment of Claims Act of 1940, as
      amended; provided that the Lender, in its sole and absolute
      discretion, may notify the Borrower of the Lender's determination
      to comply with such Act, and at the expiration of thirty (30) days
      following such notice any United States Government Receivable will
      cease to be an Acceptable Account unless and until all steps
      necessary under the Act to complete an assignment of such United
      States Government Receivable to the Lender have been taken."

           Section 1.42 of the Loan Agreement is hereby deleted in its
entirety and the following paragraph is substituted in lieu thereof:

           "1.42  Revolving Credit Loan Maturity Date.  June 1, 1999;
      provided, however, that the Revolving Credit Loan Maturity Date
      may be extended by Lender, at the request of the Borrower but in
      Lender's sole and absolute discretion, for one (1) additional year
      on each anniversary date of this Agreement.

           Section 1.7 of the Loan Agreement is hereby deleted in its
entirety and the following paragraph is substituted in lieu thereof:

           "1.7  Borrowing Base.  The limitation on the aggregate Total
      Exposure which may be outstanding at any time during the term of
      this Agreement.  The Borrowing Base is the sum of (a) eighty-five
      percent (85%) of Acceptable Accounts, such amounts to be decreased
      by an amount equal to (i) One Hundred Twenty Thousand Dollars
      ($120,000.00) plus (ii) all amounts due on accounts payable to
      growers of agricultural commodities that are outstanding for more
      than thirty (30) days from due date plus (b) sixty percent (60%)
      of Acceptable Inventory."

           Section 4.1 of the Loan Agreement is hereby deleted in its
entirety and the following paragraph is substituted in lieu thereof:

           4.1  The Commitment.  Subject to the terms and conditions
      herein set out, Lender agrees and commits to make loan advances
      and issue Letters of Credit to or for the account of the Borrower
      from time to time, from the date hereof until the Revolving Credit
      Loan Maturity Date, in an aggregate amount of Total Exposure not
      to exceed, at any one time outstanding, the lesser of (a) Eighteen
      Million Dollars ($18,000,000.00), or (b) the Borrower's Borrowing
      Base, as defined in Article I.

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      Section 6.1(s) of the Loan Agreement is hereby deleted in its entirety and
the following paragraph is substituted in lieu thereof:

      (s)  Borrowing Base Certificate.  Borrower shall furnish on the fifteenth
      (15th) day of each calendar month a Borrowing Base Certificate
      substantially in the form of EXHIBIT "A" attached hereto, executed by a
      Responsible Officer of Borrower stating the Borrowing Base as of the last
      day of the immediately preceding calendar month, and having attached
      thereto an inventory report, an accounts receivable aging report and a
      listing of accounts receivable, listing each account, and an accounts
      payable summary aging report, with a detail listing of those accounts
      payable due to growers of agricultural commodities, all to be as of the
      last day of the immediately preceding calendar month, certified by the
      Responsible Officer of Borrower.  The inventory report shall specify the
      location of all Acceptable Inventory, and shall report the value of such
      Inventory at the lower of current year's anticipated cost or market
      value.  The accounts receivable aging report shall report Borrower's
      total accounts receivable and shall segregate such accounts receivable
      into categories, according to whether such accounts receivable remain
      unpaid for no more than sixty (60) days from the date of invoice, or for
      more than sixty (60) days, but no more than ninety (90) days from the
      date of invoice, or more than ninety (90) days from the date of invoice,
      and according to whether the account debtor is a department, agency or
      other instrumentality of the federal government of the United States.

      Section 7 of the Loan Agreement is hereby amended by adding the
      following:

           7.13  Accounts Payable to Growers.  Any account payable to a grower
      of agricultural commodities shall be outstanding and unpaid for more than
      sixty (60) days from the due date of invoice to Borrower, except for good
      faith disputes with growers that Borrower is actively attempting to
      resolve.

      Exhibit "A" is hereby deleted in its entirety and replaced with the new
Exhibit "A" attached hereto and incorporated herein by reference.

      As amended hereby, the Loan Agreement, as previously amended, is confirmed
and ratified in all other respects.

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

                              FIRST AMERICAN NATIONAL BANK 



                              By:     S/N Mariah G. Lundberg
                                      -----------------------------------
                                      Mariah G. Lundberg
                              Title:  Assistant Vice President

                                                              
                              UNITED FOODS, INC.



                              By:     S/N Carl W. Gruenewald, II
                                      ------------------------------------
                                      Carl W. Gruenewald, II
                              Title:  Senior Vice President,Chief Financial
                                      Officer & Treasurer



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                                  EXHIBIT A

                              UNITED FOODS, INC.
                                  BELLS, TN

                          Borrowing Base Certificate
______________________________________________________________________________

Status as of 
             -----------------.
                 (Date)



1.   Total Accounts Receivable balance  $
                                         ------------------
2.   Less: Mushroom Receivables                $
                                                ------------------

3.   Less: Non-Government Accounts over
                   60 days from invoice        $
                                                ------------------
                                                
4.   Less: Government Accounts
                   over 90 days                   $
                                                   ------------------

5.   Less: Other Ineligible Accounts           
     Receivable (including, but not limited to,
     bill and hold and military distributors)  $
                                                ------------------

6.   Less $120,000.00 plus all amounts due on                         
     accounts payable to growers of agricultural commodities          
     that are outstanding for more than thirty (30) days from due date

                                                     $
                                                      ------------------        

7.   Total Acceptable Accounts                 $
                                                ------------------
                                        
8.   Advance rate on Acceptable Accounts              85%
                                                ---------

9.   Availability from Account Receivable
                   (Line 6 times Line 7)       $
                                                ------------------

10.  Total Inventory balance                   $
                                                ------------------
     
11.  Less: Mushroom Inventory                  $
                                                ------------------
     
12.  Less: Other ineligible inventory          $
                                                ------------------
                                                     
13.  Total Acceptable Inventory                $
                                                ------------------
     
14.  Advance rate on Acceptable Inventory                60%
                                                ------------
     
15.  Availability from Acceptable              
                   Inventory (Line 13 times    $
                   Line 14)                     -------------------
     
16.  Total Availability (Line 8 plus Line 14)  $
                                                -------------------

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17.  Outstanding Letters of Credit                $
                                                   -------------------

18.  Outstanding Loan Balance                     $
                                                   -------------------
19.  Excess or (deficit)
(Line 16 minus Line 17 minus Line 18)             $
                                                   -------------------
Exhibits Attached Hereto:

     (a) Aging of Accounts Receivable (and Listing of Accounts Receivable)

     (b) Identification of Acceptable Inventory by location.

     (c) Summary Aging of Accounts Payable with detail listing of balances due
to growers of agricultural commodities.

     The undersigned certifies that the information set out herein and the
Exhibits attached hereto is true and correct in all material respects as of the
status date above.  The undersigned further certifies that the figures set out
herein pertain only to Acceptable Accounts, and Acceptable Inventory as those
terms are defined in the Loan Agreement between United Foods, Inc. and First
American National Bank.  To the best of the undersigned's knowledge, no Account
Debtor is Insolvent.


                                           UNITED FOODS, INC.

                                           By:
                                              --------------------------

                                           Title:
                                                 -----------------------
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