EXHIBIT 10(B)

                      AMENDMENT NO. 10
                             TO
     REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

     THIS AMENDMENT NO. 10 ("Amendment") is entered into as of July 17,
1998, by and between Lincoln Snacks Company, a Delaware corporation,
having its principal place of business at 4 High Ridge Park, Stamford,
Connecticut 06905 ("Borrower") and BNY Financial Corporation, as
successor-in-interest to The Bank of New York Commercial Corporation,
having offices at 1290 Avenue of the Americas, New York, New York 10104
("Lender").  

                         BACKGROUND

     Borrower and Lender are parties to a Revolving Credit, Term Loan
and Security Agreement dated December 3, 1993, as amended by Amendment
No. 1 to Revolving Credit, Term Loan and Security Agreement dated as of
March 24, 1994, Amendment No. 2 to Revolving Credit, Term Loan and
Security Agreement dated as of September 14, 1994, Amendment No. 3 to
Revolving Credit, Term Loan and Security Agreement dated as of March 31,
1995, Amendment No. 4 to Revolving Credit, Term Loan and Security
Agreement dated as of June 29, 1995, Amendment No. 5 to Revolving
Credit, Term Loan and Security Agreement dated as of November 7, 1995,
Amendment No. 6 to Revolving Credit, Term Loan and Security Agreement
dated as of May 8, 1996, Amendment No. 7 to Revolving Credit, Term Loan
and Security Agreement dated as of October 8, 1996, Amendment No. 8 to
Revolving Credit, Term Loan and Security Agreement dated as of January
13, 1998 and Amendment No. 9 to Revolving Credit, Term Loan and Security
Agreement dated as of March 11, 1998 (as further amended, restated,
supplemented or otherwise modified from time to time, the "Loan
Agreement") pursuant to which Lender provided Borrower with certain
financial accommodations.  

     Borrower has requested that Lender amend the Loan Agreement and
Lender is willing to do so on the terms and conditions hereafter set
forth.  

     NOW, THEREFORE, in consideration of any loan or advance or grant
of credit heretofore or hereafter made to or for the account of Borrower
by Lender, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:  

     1.   Definitions.  All capitalized terms not otherwise defined
herein shall have the meanings given to them in the Loan Agreement.  

     2.   Amendment to Loan Agreement.  Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the Loan Agreement is
hereby amended as follows:  

     (a)  The defined term "Change of Control" in Section 1.2 of the
Loan Agreement is amended by deleting the words "an Original Owner"
appearing therein and inserting the words "the Controlling Shareholder"
in their place and stead.  

     (b)  The following defined term is added to Section 1.2 of the
Loan Agreement in the appropriate alphabetical order to provide as
follows:  

          " "Controlling Shareholder" shall mean Brynwood Partners
     III."  

     3.   Conditions of Effectiveness.  This Amendment shall become
effective upon receipt by Lender of four (4) copies of this Amendment
executed by Borrower.  

     4.   Representations and Warranties.  Borrower hereby represents
and warrants as follows:  

          (a)  This Amendment and the Loan Agreement, as amended
hereby, constitute legal, valid and binding obligations of Borrower and
are enforceable against Borrower in accordance with their respective
terms.  

          (b)  No Event of Default has occurred and is continuing or
would exist after giving effect to this Amendment.  

          (c)  Borrower has no defense, counterclaim or offset with
respect to the Loan Agreement or the Obligations thereunder.  

     5.   Effect on the Loan Agreement.  

          (a)  Upon the effectiveness of Section 2 hereof, each
reference in the Loan Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall mean and be a reference
to the Loan Agreement as amended hereby.  

          (b)  Except as specifically amended herein, the Loan
Agreement, and all other documents, instruments and agreements executed
and/or delivered in connection therewith, shall remain in full force and
effect, and are hereby ratified and confirmed.  

          (c)  The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of
Lender, nor constitute a waiver of any provision of the Loan Agreement,
or any other documents, instruments or agreements executed and/or
delivered under or in connection therewith.  

     6.   Governing Law.  This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns and shall be governed by and construed in
accordance with the laws of the State of New York.  

     7.   Headings.  Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part
of this Amendment for any other purpose.  

     8.   Counterparts.  This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an
original and all of which taken together shall be deemed to constitute
one and the same agreement.  

     IN WITNESS WHEREOF, this Amendment No. 10 has been duly executed
as of the day and year first written above.  

                              LINCOLN SNACKS COMPANY

                              By:   /s/ Kristine A. Crabs
                                    -----------------------
                              Name:  Kristine A. Crabs
                              Title:     Chief Financial Officer

                              BNY FINANCIAL CORPORATION

                              By:   /s/ Anthony Viola
                                    -----------------------
                              Name:  Anthony Viola
                              Title:     Vice President