EXHIBIT 10.29b

              SECOND AMENDMENT TO PURCHASE AGREEMENT


          This Second Amendment to Purchase Agreement (this
"Amendment") is entered into as of this 24th day of September,
1997 by and among Foodbrands America, Inc. ("Foodbrands"), KPR
Holdings, Inc. ("KPR Holdings") on behalf of itself and as
attorney in fact for each of the former shareholders (the
"Shareholders") of Jos. Copperfield & Sons, Inc., formerly known
as RKR-GP, Inc., with reference to the following circumstances:

          A.   Foodbrands, KPR Holdings and the Shareholders
previously entered into that certain Purchase Agreement dated
November 14, 1995, as amended by the First Amendment to Purchase
Agreement dated April 1, 1997 (the "Agreement").  Terms initially
capitalized which are not otherwise defined herein have the
meaning set forth in the Agreement, except to the extent
otherwise provided.

          B.   Foodbrands has entered into an Asset Purchase
Agreement dated of even date herewith pursuant to which
Foodbrands will acquire substantially all of the assets of
Winchester Food Processing, Inc. (the "Business").

          C.   The Business will be assigned to and operated as a
separate division of the Company and the parties desire to
clarify and modify, to the extent necessary, the provisions of
Section 2.07 of the Agreement such that the operation of the
Business is not included in the operations of the Company for
purposes of calculating the EBITDA of the Company and the
Contingent Purchase Price.

          Accordingly, the parties have entered into this
Amendment for purposes of clarifying and modifying the Agreement
and setting forth the mutual agreements of the parties reached as
follows:

          1.  Business and Accounting Practices and Procedures. 
Notwithstanding any provision of the Agreement to the contrary,
no revenue or expenses or any other transactions or operations of
the Business will be included in the financial statements of the
Company for purposes of calculating the EBITDA of the Company or
the Contingent Purchase Price pursuant to the Agreement.  For
purposes of Section 2.07 of the Agreement, the Business will be
considered a separate Foodbrands Subsidiary; provided, the
provisions of Section 2.07(c) shall not be applicable to sales by
the Business.

          2.   No Other Amendment.  Except as specifically
amended above, the Agreement shall remain in full force and
effect and shall not be otherwise amended by this Amendment.

          3.   Entirety.  The agreements reflected in this
Amendment constitute the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior
negotiations and discussions.

          4.   Amendment.  Subject to applicable law, this
Amendment may be amended only in writing signed by each of the
parties hereto.

          5.   Counterparts.  This Amendment may be executed in
one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument and shall be effective when two or more
counterparts have been signed by each of the parties hereto and
delivered to the other parties.

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

                               FOODBRANDS AMERICA, INC.



                              By /s/ Bryant P. Bynum     
                                Name: Bryant P. Bynum
                                Title: Sr. Vice President-Finance



                              KPR HOLDINGS, INC., for itself
                              and as agent and attorney-in-fact
                              for the Shareholders


                              By /s/ William E. Rosenthal     
                                William E. Rosenthal, President