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                                                                     Exhibit 4.4

                                    AMENDMENT
                                       TO
                            SECURITYHOLDERS AGREEMENT
                            -------------------------

         This Amendment is made as of this 27th day of June, 2002 by and among
Aurora Foods Inc. (the "Company"), Fenway Partners Capital Fund, L.P., Fenway
Partners Capital Fund II, L.P., FPIP LLC, FPIP Trust, LLC (collectively
"Fenway"), McCown DeLeeuw & Co. III, L.P., McCown DeLeeuw & Co. III (Europe),
L.P., McCown DeLeeuw & Co. III (Asia), L.P., Gamma Fund LLC, McCown DeLeeuw &
Co. IV, L.P., McCown DeLeeuw & Co. IV Associates, L.P., Delta Fund LLC
(collectively, "MDC"), UBS Capital LLC ("UBS") and Gloriande (Luxemberg)
S.A.R.L., an affiliate of Tiger Oats Limited ("Tiger").

         The parties agree as follows:

         1.     Securityholders Agreement; Definitions.  This Amendment amends
the Securityholders Agreement dated as of April 8, 1998 among the parties named
therein, as amended on June 30, 1999, February 18, 2000, September 19, 2000 and
May 1, 2002 (as in effect prior to giving effect to this Amendment, the
"Securityholders Agreement").  Terms defined in the Securityholders Agreement as
amended hereby (the "Amended Securityholders Agreement") and not otherwise
defined herein are used with the meanings so defined.

         2.     Amendment of Section 11.2. Section 11.2 of the Securityholders
Agreement is hereby amended by changing the following definition to read in its
entirety as follows:

                "Registrable Securities" shall mean (i) all shares of Common
                Stock or other securities of the Public Company held by any
                party hereto as a result of such party's interest in New LLC,
                MBW LLC or VDK LLC other than Management Securities, (ii)
                Management Securities, (iii) all shares of Common Stock
                issuable upon conversion of the Series A Preferred Stock of the
                Company issued pursuant to the Securities Purchase Agreement
                dated as of September 8, 2000 by and among the Company and the
                Purchasers listed on Schedule A thereto (the "Purchasers"), and
                all shares of Common Stock issuable to the Purchasers upon
                conversion of the Series A Preferred Stock of the Company
                issued as dividends to the Purchasers, (iv) all shares of
                Common Stock issuable upon exercise of the Warrants of the
                Company issued pursuant to the Warrant Issuance Agreement dated
                as of May 1, 2002 by and among the Company and the other
                parties thereto, (v) all shares of Common Stock issuable upon
                exercise of the Warrants of the Company issued pursuant to the
                Note Purchase Agreement dated as of June 27, 2002 by and among
                the Company and the other parties thereto and (vi) all shares
                of Common Stock or other securities directly or indirectly
                issued or issuable with respect to the securities referred to
                in clauses (i), (ii), (iii), (iv), and (v) above by way of
                stock dividend or stock split or in connection with a
                combination of shares, recapitalization, merger, consolidation,
                incorporation of a limited liability company or other
                reorganization, other than securities transferred pursuant to
                Sections 3.2 or 3.3 hereof.  As to any particular Registrable
                Securities, such shares shall cease to be Registrable
                Securities when (a) a registration statement with respect to
                the sale of such securities shall have become effective under
                the Securities Act and such securities shall have been disposed
                of in accordance with such registration statement, (b) such
                securities shall have been distributed to the public pursuant
                to Rule 144 (or any successor provision) under the Securities
                Act, (c) for purposes of Sections 6.1 and 6.2, with respect to
                any Registrable Securities that any holder and its Affiliates
                shall otherwise be entitled to include in a registration
                statement pursuant to Sections 6.1 or 6.2, when such securities
                may be distributed without volume limitation or other
                restrictions on transfer under Rule 144 (including without
                application of paragraphs (c), (e) (f) and (h) of Rule 144),
                provided that this clause (c) shall have no applicability if
                such securities represent more than 2% of the outstanding
                Common Stock of the Public Company, or (d) such securities
                shall have ceased to be outstanding.

         3.     General. The Amended Securityholders Agreement is confirmed as
being in full force and effect.  This Amendment and the Amended Securityholders
Agreement constitute the entire understanding of the parties with respect to the
subject matter hereof and thereof and supersede all prior and current
understandings and


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agreements, whether written or oral.  This Amendment may be executed in any
number of counterparts, which together shall constitute one instrument, and
shall bind and inure to the benefit of the parties and their respective
successors and assigns.  This Amendment shall be governed by and construed in
accordance with the laws (other than the conflict of law rules) of the State of
Delaware.

                  [Remainder of Page Intentionally Left Blank]

                                        2

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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.

                             AURORA FOODS INC.

                             By: /s/ James T. Smith
                                 ------------------------------------
                                 Name:  James T. Smith
                                 Title: Chairman of the Board, President and
                                        Chief Executive Officer

                             FENWAY PARTNERS CAPITAL FUND, L.P.

                             By: Fenway Partners, L.P., its General Partner

                             By: Fenway Partners Management, Inc. its General
                             Partner

                             By: /s/ Andrea Geisser
                                 ------------------------------------
                                 Name:  Andrea Geisser
                                 Title: Managing Director

                             By: /s/ Peter Lamm
                                 ------------------------------------
                                 Name:  Peter Lamm
                                 Title: Managing Director

                             FPIP LLC

                             By: Fenway Partners, Inc., its Manager

                             By: /s/ Andrea Geisser
                                 ------------------------------------
                                 Name:  Andrea Geisser
                                 Title: Managing Director

                             FPIP TRUST, LLC

                             By: Fenway Partners, Inc., its Manager

                             By: /s/ Andrea Geisser
                                 ------------------------------------
                                 Name:  Andrea Geisser
                                 Title: Managing Director

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                             FENWAY PARTNERS CAPITAL FUND II, L.P.

                             By: Fenway Partners II, L.L.C., its General
                             Partner

                             By: /s/ Andrea Geisser
                                 ------------------------------------
                                 Name:  Andrea Geisser
                                 Title: Managing Director

                             By: /s/ Peter Lamm
                                 ------------------------------------
                                 Name:  Peter Lamm
                                 Title: Managing Director

                             McCOWN DeLEEUW & CO. III, L.P.

                             By: MDC Management Company III, L.P., its General
                             Partner

                             By: /s/ David E. De Leeuw
                                 ------------------------------------
                                 Name:  David E. De Leeuw
                                 Title: Managing Member

                             McCOWN DeLEEUW & CO. III (Europe), L.P.

                             By: MDC Management Company III, L.P., its General
                             Partner

                             By: /s/ David E. De Leeuw
                                 ------------------------------------
                                 Name:  David E. De Leeuw
                                 Title: Managing Member

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                             McCOWN DeLEEUW & CO. III (Asia), L.P.

                             By: MDC Management Company IIIA, L.P., its General
                             Partner

                             By: /s/ David E. De Leeuw
                                 ------------------------------------
                                 Name:  David E. De Leeuw
                                 Title: Managing Member

                             GAMMA FUND LLC

                             By: /s/ David E. De Leeuw
                                 ------------------------------------
                                 Name:  David E. De Leeuw
                                 Title: Managing Member

                             McCOWN DeLEEUW & CO. IV, L.P.

                             By: MDC Management Company IV, L.P. its General
                             Partner

                             By: /s/ David E. De Leeuw
                                 ------------------------------------
                                 Name:  David E. De Leeuw
                                 Title: Managing Member

                             DELTA FUND LLC

                             By: /s/ David E. De Leeuw
                                 ------------------------------------
                                 Name:  David E. De Leeuw
                                 Title: Managing Member

                             McCOWN DeLEEUW & CO. IV ASSOCIATES, L.P.

                             By: /s/ David E. De Leeuw
                                 ------------------------------------
                                 Name:  David E. De Leeuw
                                 Title: Managing Member

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                             UBS CAPITAL LLC

                             By: /s/ Marc Unger
                                 ------------------------------------
                                 Name:  Marc Unger
                                 Title: Attorney-in-Fact

                             By: /s/ Justin S. Maccarone
                                 ------------------------------------
                                 Name:  Justin Maccarone
                                 Title: Attorney-in-Fact

                             GLORIANDE (LUXEMBOURG) S.A.R.L.

                             By: /s/ I. W M Isdale
                                 ------------------------------------
                                 Name:  I. W. M. Isdale
                                 Title: Authorised Signatory