EXHIBIT 10.80

EXECUTION COPY

                        SFC MASTER TRUST
          AMENDMENT NO. 5 TO EACH OF THE POOLING AGREEMENT AND
                 THE RECEIVABLES SALE AGREEMENT
                  AND AMENDMENT NO. 1 TO THE
                      SERVICING AGREEMENT

          This Amendment, dated as of March 31, 1998 (this
"Amendment") is entered into by each of Specialty Foods
Finance Corporation, a Delaware corporation (the "Company"),
Specialty Foods Corporation, a Delaware corporation, as
master servicer (the "Master Servicer"), The Chase Manhattan
Bank (formerly known as Chemical Bank) ("Chase"), as trustee
(in such capacity, the "Trustee") and each of the
undersigned wholly owned subsidiaries of the Master Servicer
(the "Sellers"), with respect to each of: (a) the Pooling
Agreement, dated as of November 16, 1994 (as previously
amended, the "Pooling Agreement"), among the Company, the
Master Servicer, and Chase (formerly known as Chemical
Bank), as Trustee;  (b) the Servicing Agreement, dated as of
November 16, 1994 (as previously amended, the "Servicing
Agreement"), among the Company, the Master Servicer, each of
the Sellers from time to time party thereto (each a
"Servicer") and Chase, as Trustee and (c) the Amended and
Restated Receivables Sale Agreement, dated as of November
16, 1994 (as previously amended, the "Receivables Sale
Agreement") among the Company, the Master Servicer and the
Sellers party thereto from time to time.

                     W I T N E S S E T H :

          WHEREAS, the parties hereto wish to amend the
Pooling Agreement, the Servicing Agreement and the
Receivables Sale Agreement in the manner provided for in
this Amendment in order to reflect certain amendments
requested in connection with the execution and delivery of
that certain Series 1998-1 Supplement.

          NOW, THEREFORE, the parties hereto hereby agree as
follows:

I.               Defined Terms.  Unless otherwise defined
herein, terms defined in the Pooling Agreement or the
Servicing Agreement shall have their defined meanings when
used herein, as the context requires.

I.               Amendment of the Pooling Agreement.  The
Pooling Agreement is hereby amended as follows:

A.               The definition of "Defaulted Receivable" is
hereby amended to delete therefrom the phrase "more than, in
the case of all Sellers other than Mothers, 90 days after
its original due date and, in the case of Mother's 120 days
after its original due date" and to substitute therefor the
phrase "more than 90 days after its original due date".

A.               The definition of "Delinquent Receivable"
is hereby amended to delete therefrom the phrase "more than,
in the case of all Sellers other than Mothers, 60 days after
its original due date and, in the case of Mother's 90 days
after its original due date" and to substitute therefor the
phrase "more than 60 days after its original due date".

A.               The definition of "Eligible Receivable" is
hereby amended (i) to delete from clause (p) thereof the
word "and" which appears at the end thereof; (ii) to delete
the period (".") at the end of clause (q) thereof and to
substitute therefor a semi-colon (";"), and (iii) to add
immediately after such clause (q) new clauses (r), (s) and
(t) which read as follows:

          "(r) the sale of goods, merchandise or
     services giving rise to such Receivable was not
     extended on terms requiring payment in advance
     prior to shipment of such goods or merchandise or
     performance of such services nor has any such
     Receivable otherwise been secured by any such
     advance payment;

          (s)  to the extent such Receivables are
     generated under either of that certain Supply
     Agreement, dated as of January 22, 1998 between
     The Pillsbury Company and H&M (the "Pillsbury
     Contract") or that certain Taco Production
     Agreement, dated as of June 25, 1997 between
     Foodmaker, Inc. and H&M (the "Foodmaker Contract"
     and together with the Pillsbury Contract, the
     "Long Term Supply Contracts"), such Receivables do
     not exceed six percent (6%) of the Principal
     Amount of all Eligible Receivables in the Trust;
     and

          (t)  to the extent any such Receivables are
     generated under any contract substantially similar
     to the Long Term Supply Contracts and to the
     extent the Obligor thereunder has not explicitly
     waived any offset rights it may have in connection
     with such contract, the Rating Agency has reviewed
     such contract and the Rating Agency Condition
     shall have been satisfied after such review."

A.               The definition of "Obligor Limit" is hereby
amended (i) to delete therefrom the phrase "3% of the
Principal Amount of all Receivables in the Trust" and to
substitute therefor the phrase "4% of the Principal Amount
of all Eligible Receivables in the Trust" and (ii) by adding
thereto at the conclusion thereof the following:
"Notwithstanding the foregoing, the Obligor Limit for all
Obligors who are governmental entities or agencies shall be
2.2% (treating all such Obligors as a single Obligor), the
Obligor Limit for the Obligors under a Long Term Supply
Contract shall be a fraction, expressed as a percentage, the
numerator of which is the aggregate outstanding Principal
Amount of all Eligible Receivables of such Obligors and the
denominator of which is the aggregate Principal Amount of
all Eligible Receivables in the Trust.  It is expressly
understood and agreed that where a Seller sells goods or
merchandise to an Obligor for resale to various other
parties who may or may not remit or be required to make
payments on the Receivable, the initial Obligor to whom such
goods or merchandise are sold shall be deemed to be the sole
Obligor of such Receivable for purposes of computing the
applicable Obligor Limit."

          2.5  Section 1.1 is hereby amended to add, in
alphabetical order, the following definitions:

          "'Long Term Supply Contracts' shall
          have the meaning specified in clause (s)
          of the definition of 'Eligible Receivable'.

          'SFSB Termination Date' shall mean March
          31, 1998.

          2.6  Article X of the Pooling Agreement is hereby
amended by adding the following paragraph after Section
10.24:

          "10.25  Termination of Certain Sellers.  In
     accordance with Section 2.8(g) hereof, and the
     procedure set forth in Section 10.1 hereof, the
     Trustee acknowledges that as of the SFSB
     Termination Date (as defined herein), San
     Francisco Sourdough Bakeries, Inc. (the "SFSB
     Terminated Seller") will be terminated as a Seller
     pursuant to Section 9.14(b) of the Receivables
     Sale Agreement and as a Servicer under the
     Servicing Agreement.

     On the SFSB Termination Date, the Trustee shall
     (i) notify Wells Fargo, the lockbox bank, of the
     termination of the Lockbox Account with Wells
     Fargo      - Account no. 4518073366, which account
     relates to Receivables generated solely by the
     SFSB Terminated Seller, and (ii) sign and deliver
     to the Company for filing the necessary UCC
     financing statements releasing the liens of the
     Trustee against the SFSB Terminated Seller and any
     of its properties."

I.               Amendments to Servicing Agreement.

A.               Section 2.3(a) of the Servicing Agreement
is hereby amended (i) to delete from the first sentence
thereof the phrase "Except as otherwise permitted pursuant
to Section 5.9 of the Receivables Sale Agreement, the",
(ii) inserting in lieu thereof the word "The", and (iii)
deleting the phrase ", except to the minimum extent that any
of the Servicers as of the date hereof, in the normal course
of their business and consistent with past practices, have
directed such Obligors to remit payments by delivering cash,
a check or other instrument to or in care of the person
delivering goods to such Obligor or to the business offices,
agents or officers of such Servicer".

I.               Amendments to Receivables Sale Agreement.

A.               Section 5.9 of the Receivables Sale
Agreement is hereby amended to delete therefrom the phrase
", except to the extent that any of the Sellers as of the
date hereof, in the normal course of their business and
consistent with past practices, have directed such Obligors
to remit payments by delivering cash, a check or other
instrument to or in care of the person delivering goods to
such Obligor or to the business offices, agents or officers
of such Seller; provided, that for Metz and Metz Delaware,
checks may be remitted to the relevant Seller and thereafter
shall be deposited into a Deposit Account".

A.               Section 5.14 of the Receivables Sale
Agreement is hereby amended (i) to delete from clause (iv)
thereof the word "and" which appears at the end thereof;
(ii) to delete the period (".") at the end of clause (v)
thereof and to substitute therefor a semi-colon (";"), and
(iii) to add immediately after such clause (v) a new clause
(vi) which read as follows:

          "(vi)     Each of the Sellers hereby agrees
     to comply with the requirements set forth in
     Section 7.3(f) of that certain Series 1998-1
     Supplement among the Company, the Master Servicer
     and the Trustee with respect to any "Year 2000
     Problem", as such term is defined in such
     Supplement."

          4.3  Article IX of the Receivables Sale
     Agreement is hereby amended by adding the
     following phrase to Section 9.14(b)(i) after the
     phrase "(i) each of":

          "San Francisco Sourdough Bakeries, Inc."

I.                Conditions to Effectiveness.  This
Amendment shall become effective upon receipt by the Trustee
of:

     A.          a counterpart hereof, duly executed and
     delivered by each of the Company, the Sellers, the Master
     Servicer and the Trustee;

     A.          a consent to this Amendment, in the form of
     Annex A, from Capital Markets Assurance Corporation, as the
     Enhancement Provider and the Control Party for the Term
     Certificates, Series 1994-1 and, from Bankers Trust Company,
     as Agent on behalf of the Control Party for the VFC
     Certificates, Series 1998-1;

     A.          an officer's certificate of a Responsible
     Officer of the Company certifying that this Amendment shall
     not adversely affect in any material respect the interests
     of the Series 1994-1 Term Certificateholders or the Series
     1998-1 VFC Certificateholders;

     A.          a secretary's certificate from each of the
     Company, each Seller and the Master Servicer certifying (i)
     board resolutions authorizing the execution and delivery of
     this Amendment, (ii) the incumbency of the natural persons
     authorized to execute and deliver this Amendment, (iii) the
     charter and bylaws of the Company, such Seller or the Master
     Servicer, as the case may be, being correct and in full
     force and effect and (iv) copies of "good standing"
     certificates issued by the Secretary of State of the State
     of Delaware, certifying that each of the Company, each
     Seller and the Master Servicer, as the case may be, is in
     good standing and has paid all taxes due to the State of
     Delaware, and including as annexes thereto the certificate
     of incorporation of the Company, each Seller or the Master
     Servicer, as the case may be;
     B.          an opinion of counsel of Paul, Weiss, Rifkind,
     Wharton & Garrison, counsel to the Company and the Master
     Servicer, opining as to (i) this Amendment being authorized
     pursuant to the Pooling Agreement and the Series 1994-1
     Supplement and (ii) all conditions precedent to the
     execution, delivery and performance of this Amendment being
     satisfied in full; and

     A.          written confirmation from each of Standard &
     Poor's Corporation and Moody's Investors Service Inc.
     stating that the execution and delivery of this Amendment
     will not result in a reduction or withdrawal of the rating
     of the Term Certificates or the VFC Certificates, Series
     1998-1.

          6.  Termination of Certain Sellers.  The Company,
pursuant to Section 9.14(b) of the Receivables Sale
Agreement and Section 9.4(b) of the Pooling Agreement,
hereby terminates as of the SFSB Termination Date, all
obligations of San Francisco Sourdough Bakeries, Inc. (the
"SFSB Terminated Sellers") under the Receivables Sale
Agreement.

          7.  Continuing Effect of the Pooling Agreement,
Servicing Agreement and Receivables Sale Agreement.  Except
as expressly amended, modified and supplemented hereby, the
provisions of the Pooling Agreement, Servicing Agreement and
Receivables Sale Agreement are and shall remain in full
force and effect.

          8.  GOVERNING LAW.  THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAW.

          9.  Counterparts.  This Amendment may be executed
in two or more counterparts (and by different parties on
separate counterparts), each of which shall be an original,
but all of which together shall constitute one and the same
instrument.

          IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed by their respective officers
as of the day and year first above written.


                          SPECIALTY FOODS FINANCE CORPORATION

                              BY:
                                   Name:
                                   Title:


                              SPECIALTY FOODS CORPORATION,
                              as Master Servicer

                              BY:
                                   Name:
                                   Title:


                              METZ BAKING COMPANY, as a Seller

                              BY:
                                   Name:
                                   Title:


                              MOTHER'S CAKE AND COOKIE CO., as Seller

                              BY:
                                   Name:
                                   Title:


                              H&M FOODS SYSTEMS COMPANY, INC., as Seller

                              BY:
                                   Name:
                                   Title:

                              THE CHASE MANHATTAN BANK, as Trustee

                              BY:
                                   Name:
                                   Title:
                             ANNEX A
                        [FORM OF CONSENT]

The Chase Manhattan Bank
    as Trustee
450 West 33rd Street, 15th Floor
New York, New York  10001
Attention:  Structured Finance Services (ABS)

Ladies and Gentlemen:

          We refer to the Amendment, dated as of March ___,
1998 (the "Amendment") to each of (a) the Pooling Agreement,
dated as of November 16, 1994 (as previously amended, the
"Pooling Agreement"), among Specialty Foods Finance
Corporation, a Delaware corporation (the "Company"),
Specialty Foods Corporation, a Delaware corporation, as
master servicer (the "Master Servicer"), and The Chase
Manhattan Bank (formerly known as Chemical Bank) ("Chase"),
as trustee (in such capacity, the "Trustee"),  (b) the
Servicing Agreement, dated as of November 16, 1994 (as
previously amended, the "Servicing Agreement"), among the
Company, the Master Servicer, each of the subsidiaries of
the Master Servicer from time to time party thereto and
Chase, as Trustee and (c) the Amended and Restated
Receivables Sale Agreement, dated as of November 16, 1994
(as previously amended, the "Receivables Sale Agreement")
among the Company, the Master Servicer and the Sellers party
thereto from time to time.  We each hereby certify that we
have been given or have duly waived adequate notice of the
Amendment pursuant to Section 10.1 of the Pooling Agreement
and Capital Markets Assurance Corporation further certifies
that it has been given or has duly waived adequate notice of
the Amendment pursuant to Section 8.5 of the Series 1994-1
Supplement, dated November 16, 1994 by and among the
Company, the Master Servicer and the Trustee.

          Each of the undersigned hereby consents to the
execution and delivery of the Amendment in the form
presented to us as the final execution copy.

                         Sincerely,

                         CAPITAL MARKETS ASSURANCE CORPORATION

                         By: _____________________________
                         Title: ____________________________


                         BANKERS TRUST COMPANY

                         By: _____________________________
                         Title: ____________________________