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                                                                     Exhibit 4.2

                                    AMENDMENT

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

         This Amendment is made as of this 1st day of May, 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, and September 19, 2000
(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 and (v) 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) and (iv) 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

                                       -1-

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                  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 hereby 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 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]

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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

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                            FPIP TRUST, LLC

                            By:  Fenway Partners, Inc., its Manager

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

                            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

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                            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

                            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

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                            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

                            UBS CAPITAL LLC

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

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

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

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