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                                                                   EXHIBIT 10.46


                                 AMENDMENT TO
                      STOCK PURCHASE AND LOAN AGREEMIENT

     Reference is made to that certain Stock Purchase and Loan Agreement (the
"Original Loan Agreement"), dated as of October 1, 1997, by and between ANNIE'S
HOMEGROWN, INC. (the "Company"), a Delaware corporation, and Andrew M. Martin
("Key Employee").  This amendment ("Amendment") to the Original Loan Agreement
is made as of December 31, 1997 by and between the Company and Key Employee.
Capitalized terms not defined in this Amendment shall have the meaning given to
them in the Original Loan Agreement.

                                  BACKGROUND
                                  ----------

     A.   Key Employee and the Company entered into the Original Loan Agreement
to enable Key Employee to purchase Eighty Four Thousand Five Hundred Fifty-Two
(84,552) Shares at a price of $0.80 per Share pursuant to certain Options which
previously were granted by the Company to Key Employee.

     B.   The Original Loan Agreement states in Section 6 thereof that the
Principal Amount of the loan will be repaid by the Company under certain
circumstances.  A computational error was made in computing the amounts of such
repayments.

     C.   Key Employee and the Company wish to amend the Original Loan Agreement
to correct this error, among other things.

                                   AGREEMENT
                                   ---------

     In consideration of the foregoing background and the mutual agreements of
the parties set forth in this Amendment, the Company and Key Employee agree as
follows:

1.   Section 5 of the Original Loan Agreement is hereby stricken in its entirety
and replaced by the following provision:

     645.  Payment of Principal and Interest.  For value received, Key Employee
           ---------------------------------                                   
     promises to pay to the Company, in lawful money of the United States of
     America, and in immediately available funds, the principal sum of Sixty
     Seven Thousand Six Hundred and Forty-One dollars and Sixty cents
     ($67,641.60), or so much thereof as may be outstanding, with interest
     thereon, on October 1, 2002 (the "Maturity Date").  Subject to Section 6.
     1, Interest accrued on this Loan shall be payable annually on October lst
     of each year, commencing on October 1, 1998.
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2.   Section 6.2 of the Original Loan Agreement is hereby stricken in its
     entirety and replaced by the following provision:

     "6.2 Reduction of Principal Amount.  The Company agrees to reduce the
          -----------------------------                                   
     Principal Amount as follows:

               (a)  If, as of September 30, 1998, Key Employee is still employed
     by the Company, the Company agrees to forgive $13,528.32 of the Principal
     Amount;

               (b)  If, as of September 30, 1999, Key Employee is still employed
     by the Company, the Company agrees to forgive an additional $13,528.32 of
     the Principal Amount;

               (c)  If, as of September 30, 2000, Key Employee is still employed
     by the Company, the Company agrees to forgive an additional $13,528.32 of
     the Principal Amount;

               (d)  If, as of September 30, 2001, Key Employee is still employed
     by the Company, the Company agrees to forgive an additional $13,528.32 of
     the Principal Amount;

               (e)  If, as of September 30, 2002, Key Employee is still employed
     by the Company, the Company agrees to forgive the remaining $13,528.32 of
     the Principal Amount.

          It is the parties intention that, if Key Employee continues to be
     employed by the Company as of September 30, 2002, the Principal Amount will
     be completely forgiven."

3.   This Amendment may be executed in counterparts, each of which will be
considered an original and each of which will constitute one and the same
document.
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     IN WITNESS WHEREOF, this Amendment has been executed as of the date
specified in the first paragraph.



ANNIE'S HOMEGROWN, INC.



By:  __________________________
     Neil Raiff
Its: Chief Financial Officer



KEY EMPLOYEE:



     ___________________________
     Andrew M. Martin