EXHIBIT 10(F)

                         LETTERHEAD
                   Lincoln Snacks Company
                      4 High Ridge Park
                     Stamford, CT 06905
                       (203) 329-4545
                     Fax: (203) 329-4555

June 4, 1998

To Holders of Options Issued under the 1993 Stock Option Plan
          of Lincoln Snacks Company (the "Company")

     Please be advised that pursuant to resolutions adopted by the
Board of Directors of the Company on June 4, 1998, the Stock Option
Agreement (the "Agreement") between you and the Company has been
amended, as confirmed hereby, to provide that the term "Extraordinary
Transaction" as used in section 3(a) of the Agreement includes "Change
of Control" of the Company accompanied by the termination of your
employment (either voluntary or involuntary).  Upon the occurrence of an
"Extraordinary Transaction", immediate vesting of all options issued to
you will occur.  For purposes hereof, "Change of Control" shall be
deemed to have occurred upon the occurrence of any of the following
events:  

     (a)  any transaction or series of related transactions as a
          result of which any "person" or "group" (within the meaning
          of Section 13(d) and 14(d)(2) of the Securities Exchange Act
          of 1934, as amended (the "Exchange Act")), other than Noel
          Group, Inc. ("Noel"), a wholly-owned subsidiary of Noel, or
          a liquidating trust established by Noel, becomes the
          "beneficial owner" (as defined in Rule 13d-3 of the Exchange
          Act) of outstanding voting securities of the Company
          representing 50% or more of the combined voting power of the
          Company's then outstanding securities;  

     (b)  the individuals who, as of the effective date of this
          Agreement, constitute the Board of Directors of the Company
          plus any individual who is within the definition of
          "Continuing Director," cease for any reason to constitute at
          least a majority of the directors of the Company;  

     (c)  there shall be consummated any merger of the Company with or
          into any person, other than Noel or a wholly-owned
          subsidiary of Noel, where immediately following such
          transaction 50% or more of the outstanding voting stock of
          the surviving entity is not owned, directly or indirectly,
          by persons who were shareholders of the Company holding, in
          the aggregate, 50% or more of the outstanding shares of the
          Company immediately prior to such transaction; or  

     (d)  there shall be consummated a sale, to a person other than
          Noel or a wholly-owned subsidiary of Noel, of all or
          substantially all of the operating assets of the Company in
          one transaction or a series of transactions.  

Notwithstanding anything to the contrary herein contained:  

     (a)  A "Change of Control" shall not be deemed to have occurred
          as a result of a distribution by Noel of shares of the
          Company's stock pro rata to Noel's shareholders.  

     (b)  In the event of a transaction which would constitute a
          "Change of Control", but for the exceptions relating to
          wholly-owned subsidiaries of Noel contained in (c) above, a
          "Change of Control" shall be deemed to occur in the event
          (x) of any transaction or series of related transactions as
          a result of which any "person" or "group" becomes the
          "beneficial owner" of outstanding voting securities of the
          wholly-owned subsidiary representing 50% or more of the
          combined voting power of the wholly-owned subsidiary's then
          outstanding securities; (y) there shall be consummated any
          merger of the wholly-owned subsidiary with or into any
          person, other than Noel, where immediately following such
          transaction 50% or more of the outstanding voting stock of
          the surviving entity is not owned, directly or indirectly,
          by persons who were shareholders of the wholly-owned
          subsidiary holding, in the aggregate, 50% or more of the
          outstanding shares of the wholly-owned subsidiary
          immediately prior to such transaction; or (z) there shall be
          consummated a sale, to a person other than Noel, of all or
          substantially all of the operating assets of the wholly-owned 
          subsidiary in one transaction or a series of transactions.  

                    LINCOLN SNACKS COMPANY

                    By:  /s/ R. Scott Kirk
                         ---------------------
                         R. Scott Kirk
                         President and Chief Operating Officer