EXHIBIT 10.96

Mr. David E. Schreibman
Page 5
May 1, 1999





                                
                           May 1, 1999

Mr. David E. Schreibman
c/o Specialty Foods Corporation
520 Lake Cook Road, Suite 550
Deerfield, IL 60015

Dear David:

           Metz  Baking  Company (the "Company")  is  pleased  to
inform  you  that you are eligible to receive the bonus  payments
specified in this letter upon a sale occurring prior to  December
31,  2000 (the "Sale") of the stock or substantially all  or  any
material  portion of the assets of the Company  to  a  purchaser,
subject  to  the  terms  and conditions  set  forth  below.  This
Agreement  amends  and  restates that certain  Divestiture  Award
Agreement between you and the Company dated as of March 15, 1999.

           1.    Bonus  and  Payment Related to  Purchase  Price.
Subject  to  the  provisions of Section 2, you  are  eligible  to
receive  a  bonus  (each, a "Sale Bonus") in an amount  equal  to
0.075%  of  the  Purchase Consideration.  For  purposes  of  this
Agreement, "Purchase Consideration" shall mean the aggregate  net
cash   proceeds  received  by  the  Company  or  Specialty  Foods
Corporation  ("SFC")  (after  deducting  all  fees  and  expenses
incurred  by the Company, SFC and/or their respective affiliates)
in  connection with a Sale.  By way of example, if  the  Purchase
Consideration  equaled $600,000,000, your  Sale  Bonus  would  be
$450,000.  Each Sale Bonus payable hereunder shall be paid to you
within three (3) months of the completion of a Sale.

          2.   Conditions.  The payment of all or any part of any
Sale  Bonus  potentially  payable to you hereunder  is  expressly
conditioned upon the satisfaction of the following conditions:

           (a)  Your continued employment with the Company or SFC
through the date any Sale is completed;

           (b)   The absence of any material deficiencies in  the
performance  of  your  duties  and cooperation  during  any  Sale
process  as determined by the SFC Board of Directors in its  sole
discretion.   The  factors considered in assessing  whether  your
performance  and  cooperation  in  any  Sale  process  have  been
materially  deficient include (i) your continued  focus  on  your
regular  job  responsibilities,  (ii)  your  maintenance  of  the
confidentiality  of  non-public  information,  and   (iii)   your
positive attitude and cooperativeness;

          (c)  Your continued employment with the Company (or its
successor) or SFC until three (3) months after the date any  Sale
is  completed, unless you are terminated after any Sale for other
than Cause;

          (d)  Your execution and delivery of agreements prepared
by  SFC waiving all claims which you have had or may have against
the  Company, SFC and/or their respective affiliates  other  than
any rights granted to you pursuant to any annual bonus plan, long-
term  incentive  plan,  stock option plan, deferred  bonus  plan,
written employment contract, written severance agreement or other
formal written compensation plan between you and the Company, SFC
and/or their respective affiliates; and

           (e)   The  closing  of any Sale being  consummated  by
December 31, 2000.

           For purposes of this Agreement, "Cause" shall mean (i)
your  continued failure to substantially perform your  employment
duties  (other than as a result of incapacity due to physical  or
mental  disability),  (ii) your gross negligence  or  dishonesty,
(iii) your violation of any reasonable rule or regulation of  the
Company  or  SFC  after written notice; or (iv)  your  arrest  or
conviction  for  the  commission of any  felony  or  other  crime
involving dishonesty or moral turpitude.

           3.    Continued Employment.  This Agreement is  not  a
contract  of  employment.  Nothing expressed or implied  in  this
Agreement  shall  create  any right or  duty  of  your  continued
employment by the Company (or its successor) or SFC.   Except  as
otherwise  provided in your Employment Agreement in  effect  with
SFC on the date hereof, the Company and SFC reserve all rights to
cause  your  employment to be terminated  at  any  time  with  or
without cause.

           4.    Unfunded Plan.  The Company's obligations  under
this  Agreement shall be unfunded.  Neither the Company, SFC  nor
any  of  their  subsidiaries shall be required to  establish  any
special  or  separate  fund or to make any other  segregation  of
assets to assure the payment of any award under this Agreement.

           5.   Successors Bound.  The rights and obligations  of
the  Company  hereunder  shall inure to the  benefit  of  and  be
binding upon the successors of the Company.

           6.    Assignment.  You shall not assign any rights  or
benefits  granted  to  you  by the terms  of  this  Agreement  or
encumber  in  any  way your interests herein; provided,  however,
that  in the event of your death, any payments then due and owing
will be made when due to the legal representative of your estate.

           7.    Notices  and  Other  Documents.   All  payments,
requests, notices and the like may be made to you by mailing  the
same  to  you  at the address set forth below or  at  such  other
address  as  you  may file in writing with the Company  for  that
purpose.   Notices,  requests and the like sent  by  you  to  the
Company shall be sufficient if mailed to Metz Baking Company, 520
Lake  Cook Road, Suite 520, Deerfield, IL 60015, Attention:  Vice
President  -  Human  Resources, with a copy  to  Specialty  Foods
Corporation, 520 Lake Cook Road, Suite 550, Deerfield, IL  60015,
Attention:  Chief Financial Officer, or to such other address  as
the Company may furnish to you for this purpose from time to time
in writing.

           8.    Employment Taxes.  All payments made under  this
Agreement  shall be subject to withholding tax, other  employment
taxes   and  other  withholds  and  deductions  as  required   by
applicable law or regulation, as in effect from time to time.

           9.   Effect of Agreement.  This Agreement shall have a
term expiring on December 31, 2000, at which time it shall expire
and  be of no further force or effect, except to the extent  that
rights  of  payment have accrued to you hereunder prior  to  such
date.

           10.  Governing Law/Jurisdiction.  The substantive  law
(and  not  the  law of conflicts) of the State of  Illinois  will
govern  all  questions concerning the construction, validity  and
interpretation  of  this  Agreement and the  performance  of  the
obligations imposed by this Agreement.  The parties hereby  waive
their  rights to request or demand a trial by jury in  the  event
controversy arises under this Agreement.

           11.  Entire Agreement.  This Agreement sets forth  the
entire agreement and understanding of the parties relating to the
subject  matter  hereof,  and supersedes  all  prior  agreements,
arrangements and understandings, written or oral, relating to the
subject  matter hereof.  No representation, promise or inducement
has  been  made  by  either party that is not  embodied  in  this
Agreement, and neither party shall be bound by or liable for  any
illegal representation, promise or inducement not so set forth.


            If   the   foregoing  correctly   sets   forth   your
understanding  of  the  Agreement between us,  please  sign  both
copies  of this Agreement in the place indicated below and return
one copy to us.


                                   Very truly yours,

                                   Metz Baking Company

                                   By:  /s/ Lawrence S. Benjamin
                                        -----------------------
                                   Name: Lawrence S. Benjamin
                                   Title:    Vice President

Agreed to this 1st day of May, 1999


      /s/  David E. Schreibman
        -----------------------
Name:  David E. Schreibman
Address:_______________________