SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

                            FORM 10-Q



        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


 For Quarter Ended September 30, 1999          Commission File Number 33-383149
                   ------------------                                ---------

                         SFAC New Holdings, Inc.
                     -----------------------------
     (Exact name of registrant as specified in its charter)


          State of Delaware                 52-2173534
          ---------------------------------------------
       (State or other jurisdiction       (I.R.S. Employer
     of incorporation or organization)  Identification No.)


       520 Lake Cook Road, Suite 550, Deerfield, IL 60015
       --------------------------------------------------
  (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code (847) 405-5300
                                                    -------------

 Indicate by check mark whether the registrant (1) has filed all
   reports required to be filed by Section 13 or 15(d) of the
 Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past
                            90 days.

                       Yes      X       No
                            ------




The number of shares outstanding of the Registrant's common stock
as of October 22, 1999 was 319,250 shares of common stock.

<PAGE>  1

                   SFAC NEW HOLDINGS, INC AND SUBSIDIARIES


                                INDEX
                                 ----

PART I - FINANCIAL INFORMATION                             Page No.
                                                        ------------
     ITEM 1. FINANCIAL STATEMENTS

     Condensed Consolidated Balance Sheets
        as of September 30, 1999 and December 31, 1998            3

     Condensed Consolidated Statements of Operations for
        the three- and nine-month periods
        ended September 30, 1999 and 1998                         4

     Condensed Consolidated Statements of Cash Flows for
        the nine-month periods
        ended September 30, 1999 and 1998                         5

     Notes to Financial Statements                              6-9

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS       10-12

PART II - OTHER INFORMATION                                      13

SIGNATURE                                                        14




<PAGE>  2


                        PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL INFORMATION

                   SFAC NEW HOLDINGS, INC AND SUBSIDIARIES

                    Condensed Consolidated Balance Sheets

                                ($ In thousands)


                                         Successor         Predecessor
                                        ----------         ------------
                                       September 30,       December 31,
                                            1999               1998
                                        ------------       ------------
         Assets                          (unaudited)

Current assets:
  Cash and cash equivalents            $    30,042         $      5,881
  Accounts receivable, net                  29,615               19,327
  Inventories                               31,670               23,366
  Net assets of discontinued operations          -               86,632
  Other current assets                       9,874                7,234
                                       -----------          -----------

          Total current assets             101,201              142,440

Property, plant, and equipment, net        246,642              234,944
Intangible assets, net                     137,855              113,438
Other noncurrent assets                     40,386               43,573
                                       -----------          -----------

          Total assets                 $   526,084         $    534,395
                                       ===========          ===========

     Liabilities and Stockholders' Equity

Current liabilities:
 Current maturities of long-term debt  $    2,828          $     3,450
 Accounts payable                          43,923               37,779
 Accrued expenses                          78,691               80,741
                                       ----------           ----------
          Total current liabilities       125,442              121,970

Long-term debt (Note 5)                 1,166,384            1,250,198
Due to Specialty Foods Acquisition
   Corporation                              7,751                    -
Other noncurrent liabilities               28,110               31,355
                                       ----------            ---------

         Total liabilities              1,327,687            1,403,523

Redeemable preferred stock                      -               19,500

Stockholders' equity                    (801,603)            (888,628)
                                       ----------            ----------
    Total liabilities and
            stockholders' equity      $   526,084          $    534,395
                                       ==========            ==========


See accompanying notes to condensed consolidated financial statements.

<PAGE>  3

                  SFAC NEW HOLDINGS, INC AND SUBSIDIARIES

               Condensed Consolidated Statements of Operations

                                 (Unaudited)
                              ($ In thousands)

<TABLE>
                                  Successor   Predecessor         Successor   Predecessor
                                  ---------   ----------          ---------   -----------
                            Three months ended September 30,   Nine months ended September 30,
                            -----------------------------------------------------------------
                                     1999          1998             1999         1998
                                    -----         -----            -----        -----
<S>                                <C>          <C>                <C>           <C>

Net sales                        $ 231,997     $ 185,425        $ 658,237     $ 542,646
Cost of sales                      101,765        80,691          288,844       239,085
                                 ---------     ---------        ---------     ---------
      Gross profit                 130,232       104,734          369,393       303,561
                                 ---------     ---------        ---------     ---------

Operating expenses:
  Selling, distribution, general
    and administrative             114,724        91,261          337,732       281,242
  Amortization of intangibles        1,458           225            3,563           678
                                 ---------     ---------        ---------     ---------
      Total operating expenses     116,182        91,486          341,295       281,920
                                 ---------     ---------        ---------     ---------

      Operating profit              14,050        13,248           28,098        21,641

Other expenses:
  Interest expense, net             39,556        33,908          113,713        97,860
  Third-party financing
     fees (Note 5)                     605             -            9,010             -
  Other expense, net                   727           712            4,326         2,012
                                 ---------     ---------        ---------     ---------
     Loss before income taxes      (26,838)      (21,372)         (98,951)      (78,231)

Provision (benefit) for
     income taxes                      (70)         (283)             263          (281)
                                 ---------     ---------        ---------     ---------
 Loss from continuing operations   (26,768)      (21,089)         (99,214)      (77,950)

Discontinued operations:
  Net income                             -         3,072            3,826         8,051
  Gain (loss) on disposal, net           -             -           29,826             -
                                 ---------     ---------        ---------     ---------
                                         -         3,072           33,652         8,051
                                 ---------     ---------        ---------     ---------
          Net loss              $  (26,768)   $  (18,017)      $  (65,562)   $  (69,899)
                                 =========     =========        =========     ==========


</TABLE>


See accompanying notes to condensed consolidated financial statements.

<PAGE>  4

                  SFAC NEW HOLDINGS, INC AND SUBSIDIARIES

               Condensed Consolidated Statements of Cash Flows

                              (Unaudited)
                           ($ In thousands)

                                                     Successor     Predecessor
                                                     --------      -----------
                                                Nine months ended September 30,
                                                -------------------------------
                                                        1999             1998
                                                        ----             ----
Cash flows from operating activities:
 Loss from continuing operations                  $   (99,214)     $   (77,950)
 Adjustments to reconcile to net cash from
  continuing operating activities
   Depreciation and amortization                       31,583           18,696
   Debt issuance cost amortization                      8,495            7,211
   Accretion of interest                               36,724           35,906
   Changes in operating assets and liabilities,
     net of effects from businesses acquired or sold  (10,300)         (27,344)
                                                    ---------        ---------
   Net cash used by continuing operating activities   (32,712)         (43,481)
   Net cash used by discontinued operations            (1,440)          (8,331)
                                                    ---------        ---------
      Net cash used by operating activities           (34,152)         (51,812)

Cash flows from investing activities:
 Proceeds from divestitures of businesses             119,954                -
 Acquisitions of businesses                           (43,824)               -
 Capital expenditures                                 (16,981)         (61,748)
 Other                                                   (152)          (3,964)
                                                    ---------        ---------
      Net cash provided (used)
        by investing activities                        58,997          (65,712)

Cash flows from financing activities:
 Increase in revolving credit                          22,801                -
 Refinancing costs                                    (20,196)         (11,862)
 Payments on long-term debt                            (3,065)          (1,815)
 Other                                                   (224)               -
                                                    ---------         --------
          Net cash used by financing activities          (684)         (13,677)

Increase (decrease) in cash and cash equivalents       24,161         (131,201)
Cash - beginning of period                              5,881          234,267
                                                    ---------        ---------
Cash - end of period                              $    30,042       $  103,066
                                                    =========        =========


See accompanying notes to condensed consolidated financial statements.

<PAGE>   5

           SFAC NEW HOLDINGS, INC. AND SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements

                          ($In thousands)


NOTE 1 - General

   (a)  Reorganization

   SFAC New Holdings, Inc. and Subsidiaries ("Successor Company"
   or the "Company") was formed to exchange debt securities
   issued by the Company for certain debt securities of
   Specialty Foods Acquisition Corporation ("Predecessor
   Company" or "SFAC").  Specialty Foods Corporation ("SFC"), a
   direct wholly owned subsidiary of the Predecessor Company,
   contributed its interest in the operating subsidiaries and
   other assets through a wholly-owned subsidiary, SFC-Sub, to
   SFAC New Holdings, Inc.  As a result of this reorganization
   completed on June 11, 1999, SFAC New Holdings, Inc. is
   treated as a successor company for accounting purposes.

   The financial statements of the Predecessor Company are not
   comparable in certain respects to those of the Successor
   Company.  The 11% Senior Subordinated
   Discount Debentures and the redeemable preferred stock of the
   Predecessor Company were not exchanged for securities of the Successor
   Company.  (See Note 5).

   (b)  Interim Financial Information

   In the opinion of management, the accompanying unaudited
   interim condensed financial information of the Company and
   the Predecessor Company contains all adjustments, consisting only of
   those of a normal recurring nature, except as otherwise
   indicated, necessary to present fairly the Company's and the
   Predecessor Company's financial position and results of
   operations.  All significant intercompany accounts,
   transactions and profits have been eliminated.

   These financial statements are for interim periods and do not
   include all information normally provided in annual financial
   statements and should be read in conjunction with the
   financial statements of the Predecessor Company for the year
   ended December 31, 1998 included in the annual report filed
   on Form 10-K.  The results of operations for interim periods
   are not necessarily indicative of the results that may be
   expected for the full year.  The financial information of the
   Successor Company for 1999 has been combined with the results
   of operations of the Predecessor Company from January 1, 1999
   through June 11, 1999.

   Prior period financial information of the Predecessor Company
   is based on its historical financial information.  Certain
   amounts in the Predecessor Company 1998 financial statements have
   been reclassified to conform to the manner in which the 1999
   financial statements have been presented.

<PAGE>   6

NOTE 2 - Inventories

   The components of inventories are as follows:

                                                     Successor     Predecessor
                                                      ---------    ------------
                                                   September 30,   December 31,
                                                         1999           1998
                                                        ------         -------
                                                           (In thousands)

    Raw materials and packaging                     $   14,677      $   12,244
    Work in progress                                       161             264
    Finished goods                                      14,000           8,593
    Other                                                3,677           3,209
                                                     ---------       ---------
                                                        32,515          24,310
    Less obsolescence and other allowances                (845)           (944)
                                                     ---------       ---------
                                                    $   31,670      $   23,366
                                                     =========       =========


   Inventories are stated at the lower of cost or market.  Cost
   is determined principally by the first-in first-out ("FIFO")
   method.


NOTE 3 -Discontinued Operations

   Discontinued operations relate to the divestiture of H&M Food
   Systems, Inc. ("H&M") in April 1999.  This divestiture has
   been reported as discontinued operations in the accompanying
   financial statements in accordance with Accounting Principles
   Board Opinion No. 30.  The net assets of H&M are reported as
   a single line item in the Company's Condensed Consolidated
   Balance Sheet for December 31, 1998 and the pre-divestiture
   operating results of H&M are reported in the discontinued
   operations section of the accompanying Condensed Consolidated
   Statements of Operations.  No interest expense has been
   allocated to discontinued operations.


NOTE 4 - Acquisitions

   On June 7, 1999, the Company's wholly-owned subsidiary Metz
   Baking Company ("Metz") acquired Grocers Baking Company of
   Grand Rapids, Michigan for $33.6 million plus an additional
   $5.8 million of indebtedness.  Grocers Baking Company, which
   had 1998 sales of approximately $60 million, sells a variety
   of bread, buns, sweet goods, cookie dough and other frozen
   products throughout Michigan.  Additionally, in July 1999,
   Metz completed a small add-on acquisition of a Detroit-based
   baker, Blue Bird Products, Inc.  Blue Bird bakes a variety of
   fresh buns and rolls that are distributed throughout the
   Detroit area.

<PAGE>   7

NOTE 5 - Debt

   On June 11, 1999, the Company completed private exchange
   offers for the existing publicly held debt securities of SFAC
   and SFC.  In order to comply with their obligations under the
   registration rights agreements entered into in connection with
   the private exchange offers, SFAC New Holdings, Inc. and SFC
   New Holdings, Inc. filed Form S-4 registration statements on July
   16, 1999 with the Securities Exchange Commission.  These
   filings also allow the remaining holders of the SFAC and SFC
   debt securities the opportunity to exchange their existing
   debt securities for the debt securities of the new holdings
   companies.  These exchanges were completed on
   September 30, 1999 at which time an  additional $6.5 million
   of debt securities were exchanged and reflected as debt on the Company's
   Condensed Consolidated Balance Sheet.

   The following table reconciles the debt reported by the
   Predecessor Company at December 31, 1998 to the debt reported
   by the Successor Company at September 30, 1999.


<TABLE>

                              Predecessor             Debt exchanged   Normal    Successor
                              December 31,  Debt not       with      Operating  September 30,
                                  1998     exchanged   SFC-Sub, Inc.  Activity      1999
                              ---------    ---------   ------------   --------   ---------
<S>                           <C>           <C>          <C>           <C>        <C>

Revolving Credit Facility   $    75,000     $     -      $      -    $  22,801  $    97,801
Term Loan Facility              169,080           -             -       (1,302)     167,778
Senior Notes due 2001           225,000        (130)            -            -      224,870
Senior Notes due 2002           150,000         (25)            -            -      149,975
Senior Subordinated Notes
  due 2003                      200,000        (170)            -           702     200,532
13% Senior Secured
  Discount Debentures           295,191           -             -        29,446     324,637
11% Senior Subordinated Discount
  Debentures payable to
  related parties               134,698           -      (141,274)        6,576           -
Other                             4,679           -             -        (1,060)      3,619
                               --------     -------      ---------     ---------   ---------
                              1,253,648        (325)     (141,274)       57,163   1,169,212
   Less current portion         (3,450)           -             -           622      (2,828)
                               --------     -------      ---------     ---------  ---------
                            $ 1,250,198     $  (325)   $ (141,274)     $ 57,785 $ 1,166,384
                               ========     =======      =========     =========  =========
</TABLE>

   The Company has incurred approximately $21.1 million in fees
   and expenses related to the exchange offers and refinancing.
   Approximately $12.1 million of fees have been paid to
   debtholders and have been classified as a long-term asset on
   the Company's Condensed Consolidated Balance Sheet.  The
   remaining $9.0 million of fees and expenses were paid to
   third parties and have been recorded as a non-operating
   expense on the Company's Condensed Consolidated Statement of
   Operations.

<PAGE>  8

NOTE 6 - Litigation

   As previously reported, Cacique, Inc. ("Cacique") commenced
   proceedings against Stella Foods, Inc. ("Stella"), a former
   subsidiary of the Company, on May
   20, 1993, prior to the Company's acquisition of Stella from
   Artal Group S.A..  The proceeding was filed in the California
   Superior Court and related to "Hispanic-style cheese"
   formerly produced by Stella. As part of the sale of Stella in
   December 1997, SFC indemnified the purchaser with respect to
   this proceeding.  Although SFAC New Holdings, Inc. is not a
   defendant in the litigation, it continues to control the
   defense.  The facts that give rise to this litigation are
   more fully described in the SFAC Annual Report on Form 10-K
   for the fiscal year ended December 31, 1998.

   Recently, a jury in the Los Angeles Superior Court returned a
   verdict of $4.5 million of compensatory damages against
   Stella and certain other defendants. On September 8, 1999,
   the Court ruled in a Tentative Statement of Decision that
   Stella and certain other defendants must also pay interest of
   $1.7 million on the compensatory damages.  In addition, the
   Court assessed aggregate punitive damages of $12.5 million
   against Stella and C. Dean Metropoulos, former CEO of Stella.
   The court has yet to rule on the amount of the plaintiff's
   attorney fees to be paid by the defendants.

   The Company strongly disagrees with the verdict in this case.
   Furthermore, the Company believes that numerous reversible
   errors occurred at the trial and it will vigorously pursue
   certain post trial motions, its right of appeal, and other
   sources of recovery.  Post-trial motions are expected to take
   several months and the appeal process could take several
   years.

   Although no assurance can be given due to the uncertainties
   related to the outcome of these legal proceedings, the
   Company continues to believe that the ultimate resolution of
   this matter will not have a material adverse effect on the
   Company's financial condition, results of operations or near-
   term liquidity.


<PAGE>  9

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS


Seasonality

The Company's businesses are moderately seasonal with lower
sales, operating profit, and cash flows generally occurring in
the first quarter of the year.  This seasonality is due primarily
to higher bread and cookie sales in the summer months, as well as
the winter holiday season.


Results of Operations

COMPARISON OF THIRD QUARTER 1999 TO THIRD QUARTER 1998

Consolidated net sales from continuing operations increased 25.1%
to $232.0 million in 1999 compared to $185.4 million in 1998.
The increase in net sales was primarily due to the inclusion of
net sales reported by acquired businesses and price increases taken at Metz.

The Company's gross profit margin percentage was negatively
impacted by increased depreciation of approximately $2.5 million
in 1999.  Depreciation expense increased due to purchases made in
1998 of fleet and production equipment previously leased and a
higher than normal level of planned capital expenditures.
Excluding the impact of depreciation, the gross profit margin
increased by approximately one percentage point in 1999 due
principally to pricing and favorable product mix.

Selling, distribution, and general and administrative ("SDG&A")
expenses increased $23.5 million in 1999 to $114.7 million
primarily due to the inclusion of expenses reported by acquired businesses
and higher depreciation expense.  Excluding the impact of depreciation,
SDG&A expenses as a percentage of sales declined by approximately
one-half percentage point in 1999 reflecting the cost reductions
resulting from the acquisitions.

Interest expense, net in 1999 increased $5.7 million to $39.6
million in 1999 from $33.9 million in 1998.  The increase is
primarily due to increased interest rates and debt issuance
amortization as a result of the debt exchange and refinancing and
lower interest income in 1999, offset by lower interest expense
due to the fact that the 11% Senior Subordinated Debentures of the Predecessor
Company were not exchanged for securities of the Successor Company.

Other expense, net, remained constant at $0.7 million in 1999 and
1998.  These expenses consist primarily of discount expense on
the Company's Accounts Receivable Facility.

As a result of the above factors, net loss from continuing
operations increased to $26.8 million in 1999 compared to $21.1
million in 1998.

The Company reports minimal state income tax and no federal
income tax due to its net operating loss position for tax
purposes.

<PAGE>   10

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS
ENDED SEPTEMBER 30, 1998

The nine months ended September 30, 1999 comprise the results of
operations of the Predecessor Company for the period from January
1, 1999 to June 11, 1999 and the results of operations of the
Company for the period from June 12, 1999 to September 30, 1999.
The 1999 periods are discussed on a combined basis.

Consolidated net sales from continuing operations increased 21.3%
to $658.2 million in 1999 compared to $542.6 million in 1998. The
increase in net sales was primarily due to the inclusion of
net sales reported by businesses acquired in the
last year and a half and price increases taken at Metz.

The Company's gross profit margin percentage increased to 56.1%
in 1999 from 55.9% in 1998 primarily due to pricing, a favorable
sales mix shift at Mother's and slightly lower flour costs, which
more than offset inflationary cost increases and higher
depreciation.

SDG&A expenses increased $56.5 million in 1999 to $337.7 million primarily due
to the inclusion of expenses reported by businesses acquired
over the last year and a half.  However, as a percentage of sales,
SDG&A expenses decreased slightly to 51.3% in 1999 due to cost synergies
resulting from the 1998 acquisitions.

Interest expense, net in 1999 increased $15.8 million to $113.7
million from $97.9 million in 1998.  The increase is primarily
due to increased interest rates as a result of the debt exchange
and refinancing and lower interest income in 1999, offset by lower
interest expense due to the fact that the 11% Senior
Subordinated Debentures of the Predecessor Company were not exchanged
for securities of the Successor Company.

Included in other expenses in 1999 are third-party financing fees
related to the debt exchange and refinancing.

Other expense, net increased to $4.3 million in 1999 compared to
$2.0 million in 1998. The increase is primarily due to the loss
on the disposal of property, plant and equipment.

As a result of the above factors, net loss from continuing
operations increased to $99.2 million in 1999 compared to $78.0
million in 1998.

The Company reports minimal state income tax and no federal
income tax due to its net operating loss position for tax
purposes.

Because of the highly leveraged status of the Company, earnings
before interest, taxes, depreciation, and amortization ("EBITDA")
is an important performance measure used by the Company and its
stakeholders.  The Company believes that EBITDA provides
additional information for determining its ability to meet future
debt service requirements.  However, EBITDA is not indicative of
operating income or cash flow from operations as determined under
generally accepted accounting principles.  The Company's EBITDA
from continuing operations for the three and nine-month periods
ended September 30, 1999 and 1998 is calculated as follows:

<PAGE>  11

                                Three Months Ended          Nine Months Ended
                                    September 30,             September 30,
                                 1999         1998          1999        1998
                          (Successor)  (Predecessor)   (Successor) (Predecessor)
                           ---------    ----------      ---------  ------------
                                              (In Thousands)

Operating Profit            $  14,050    $  13,248      $  28,098    $  21,641
Depreciation and amortization  11,949        6,719         31,583       18,696
                             -------      -------        --------     --------

EBITDA                      $  25,999    $  19,967      $  59,681    $  40,337
                             ========     =======        ========     ========

Liquidity and Capital Resources

Net cash used in operating activities for the nine months ended
September 30, 1999 totaled $34.2 million.  Net of the effects of
acquisitions, the use of cash for changes in operating assets and
liabilities included increased inventories for seasonal inventory
build, decreased funding under the accounts receivable facility,
and a reduction in accrued expenses which is impacted by the
timing of interest payments.  In 1998, cash used by operating
activities of $51.8 million was principally driven by increased
working capital requirements, including higher levels of
receivables and inventories and reductions in accounts payable
and accrued expenses.

Net cash provided by investing activities totaled $59.0 million
in 1999 and is primarily due to the proceeds from the sale of
H&M, offset by the cost of the acquisitions of Grocers Baking
Company and Blue Bird Products, Inc. and planned capital
expenditures.  In 1998, net cash used by investing activities
totaled $65.7 million.  The activity in 1998 was primarily
attributable to the purchase of $35.0 million of fleet and
production equipment previously leased and planned capital
expenditures.

Net cash used in financing activities totaled $0.7 million in
1999 due to payments of debt refinancing costs and debt principal
offset by increased revolver borrowings.  In 1998, net cash used
in financing activities amounted to $13.7 million principally due
to refinancing costs and scheduled payments on long-term debt.

Based upon the above, the net increase (decrease) in cash in 1999
and 1998 was $24.2 million and ($131.2) million, respectively.

As of September 30, 1999, the Company had a cash balance of $30.0
million and had $97.8 million of borrowings under its $122.8
million Revolving Credit Facility.  Outstanding letters of credit
of $10.8 million as of September 30, 1999 reduce available funds
under the facility.  Liquidity was significantly enhanced by the
$110 million of net cash proceeds received upon the closing of
the H&M sale on April 12, 1999.  Management believes that
available funds should be adequate to fund the Company's 1999
operations, capital expenditures and acquisitions.  However,
there can be no assurances that available funds will be adequate
to meet such needs.



Cautionary Statement for Purposes of the "Safe Harbor" Provision
of the Private Securities Litigation Reform Act of 1995

This Form 10-Q contains statements that constitute forward-
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.  When used in this Form 10-Q, the
words "anticipates", "intends", "plans", "believes", "estimates",
"expects", and similar expressions are intended to identify
forward-looking statements.  Such forward-looking statements
involve known and unknown risks,

<PAGE>   12

uncertainties and other factors which may cause actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements.  Such factors
include, but are not limited to: the Company's highly leveraged
capital structure, its substantial principal repayment
obligations, weather, economic and market conditions, cost and
availability of raw materials, competitive activities or other
business conditions.  Further, any forward-looking statement
speaks only as of the date on which such statement is made, and
the Company undertakes no obligation to update any forward-
looking statement or statements to reflect events or
circumstances after the date on which such statement is made or
to reflect the occurrence of unanticipated events.  New factors
emerge from time to time, and it is not possible for management
to predict all of such factors.  Further, management cannot
assess the impact of each such factor on the Company's actual
business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking statements.




PART II - OTHER INFORMATION

Item 4:  Submission of Matters to a Vote of Security Holders

None.



Item 6:  Exhibits and Reports on Form 8-K

(a)  See Exhibit Index filed herewith.

(b) On September 16, 1999, the Company filed a report on Form 8-K
  discussing the Cacique litigation.


<PAGE>   13


                           SIGNATURE
                           ---------

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                      SFAC NEW HOLDINGS, INC.
                    --------------------------
                           (Registrant)
                          ------------

                                   By:


Date:  November 1, 1999            /s/ Robert L. Fishbune
                                       ------------------
                                       Robert L. Fishbune
                                       Vice President and Chief
                                              Financial Officer



                            EXHIBIT INDEX


Exhibit
Number           Description of Document
------           -----------------------
27*              Financial Data Schedule


___________


*Filed Herewith.

<PAGE>   14