EXHIBIT
10.57



                   SPECIALTY FOODS CORPORATION

                      AMENDED AND RESTATED
                        ANNUAL BONUS PLAN
                              2000

                   ANDRE-BOUDIN BAKERIES, INC.







                        ANNUAL BONUS PLAN

1.  PURPOSES

Specialty Foods Corporation ("SFC") has established the Annual
Bonus Plan (the "Plan") as a vehicle for motivating and rewarding
designated executives whose responsibilities have a significant
impact on the key short-term business objectives of SFC and its
Subsidiaries (as hereinafter defined).  Annual incentive awards
are determined by the relative success of SFC and its Business
Units (as hereinafter defined) in achieving specific annual
financial objectives.  The Plan provides the opportunity for
participants to receive incentive compensation when financial
results meet or exceed these pre-established goals.


2.  DEFINITION OF TERMS

The following defined terms will have the meanings set forth
below for purposes of the Plan:

a.   Annual Salary shall mean the annualized base salary in
     effect for a Participant on December 31, 2000.

b.   Award shall mean the cash payment made to Participants under
     the Plan.

c.   Business Unit shall mean Andre-Boudin Bakeries, Inc. and its
     subsidiaries.

d.   Cause shall mean the Participant's admission or conviction
     of a felony, the Participant's commission of an act of
     dishonesty in the course of his or her duties, the
     Participant's repeated disregard of policy directives of SFC
     or the Subsidiaries, or the Participant's breach of his or
     her fiduciary responsibilities or duties as an employee of
     SFC or the Subsidiaries.

e.   Compensation Committee shall mean the committee designated
     as such by the Board of Directors of SFC.

f.   EBITDA shall mean, with respect to any Business Unit, an
     amount reasonably determined by SFC as such Business Unit's
     income from operations (including annual bonus accruals as
     an expense), plus depreciation of property, plant and
     equipment, and amortization of intangible assets, but not
     including gain/loss on asset sales.  The actual incremental
     2000 EBITDA benefits related to acquisitions made in 2000,
     if any, will be excluded for purposes of determining 2000
     EBITDA.

g.   Participant shall mean an employee designated by the
     Compensation Committee to participate in the Annual Bonus
     Plan, provided the authority to designate Participants may
     be delegated by the Compensation Committee to SFC and by SFC
     to the Business Units.

h.   Plan shall mean this Annual Bonus Plan.

i.   Plan Year shall mean January 1, 2000 through December 31,
     2000.

j.   SFC shall mean Specialty Foods Corporation.

k.   Subsidiary shall mean a direct or indirect subsidiary of SFC
     which is included in SFC's consolidated tax return.


3.  ELIGIBILITY FOR PARTICIPATION

An Award may be granted for the Plan Year to each Participant who
is in active service during the Plan Year; provided, however,
that such Participant has completed at least two months of active
service with SFC or a Subsidiary during the Plan Year.  Except in
the case of death, disability or retirement, a Participant must
be employed by SFC or a Subsidiary on December 31 of the Plan
Year to receive an Award.

The Award applicable to a Participant otherwise eligible to
receive an Award under the Plan shall be prorated over the Plan
Year, or the Participant shall be ineligible to receive an Award
for the Plan Year, as determined below:



(1)  promotion into or demotion from     -    prorate Award from the
     a level of management eligible           date of entrance or exit
     for Awards after the beginning
     of the Plan Year

(2)  receipt of disability benefits      -    prorate Award to the nearest
     for more than six months in the          month based on time of service
     Plan Year under SFC's or any             while not receiving disability
     Subsidiary's disability plan             benefits

(3)  receipt of disability benefits      -    no reduction in applicable
     for six months or less in the            Award
     Plan Year under SFC's or any
     Subsidiary's disability plan

(4)  normal retirement, early            -    prorate Award based on the date
     retirement with the approval of          of retirement or transfer
     SFC or transfer to another
     Subsidiary during the Plan Year

(5)  leave of absence during the         -    prorate Award based on the date
     Plan Year                                when the leave commences

(6)  death during the Plan Year          -    prorate Award to date of death

(7)  early retirement during the         -    no Award
     Plan Year without the approval
     of SFC

(8)  resignation during the Plan Year    -    no Award

(9)  demotion during the Plan Year       -    no Award
     because of unsatisfactory
     performance to a position that
     is not covered

(10) termination without Cause           -    no Award
     during the Plan Year

(11) dismissal for Cause during or       -    no Award
     after the Plan Year (but before
     payment) by SFC or a Subsidiary

Notwithstanding any other provision of the Plan, with respect to
eligible Participants transferred between Subsidiaries during the
Plan Year, the Subsidiary last employing the Participant during
the Plan Year shall determine and pay the entire annual Award, if
any, for the Plan Year.  SFC shall have discretion in making any
accounting allocations between Subsidiaries to properly reflect
time spent with each Subsidiary.

4.  PERFORMANCE MEASUREMENT

The standard used to determine performance of the Business Unit
will be EBITDA of such Business Unit.  One hundred percent (100%)
of the target is based on EBITDA performance.  The threshold
(minimum), target and maximum EBITDA objectives for the Business
Unit have been recommended by the Chief Executive Officer of SFC
and approved by the Compensation Committee and are reflected in
the attached schedule entitled "2000 Annual Bonus Plan Payout
Schedule."

5.  INCENTIVE AWARD GUIDELINES

Target incentive awards will be expressed as a percent of
annualized salary (e.g., 10%).  These percentages determine the
amount that will be paid in the event that the performance of the
applicable Business Unit meets objectives.  Target incentive
awards will be established for various levels of Participants.
Maximum award opportunities will be set for the Business Unit.
However, this maximum award may be exceeded with approval of the
Compensation Committee.  Threshold (minimum) performance (at
which a Participant receives 0% bonus) will also be set for the
Business Unit.  See attached schedule entitled "2000 Annual Bonus
Plan Payout Schedule" for the target incentive awards and
threshold levels established for the Business Unit for this Plan
Year.

To determine the Awards for actual performance between the
threshold, target and maximum EBITDA targets set by the
Compensation Committee, a percent of the target award will be
calculated by means of interpolation (see attached schedule
entitled "2000 Annual Bonus Plan Payout Schedule").

6.  ADMINISTRATIVE GUIDELINES

a.   Adjustments in Financial Performance Measurements

In order to effectuate the purpose of the Plan, the Compensation
Committee may make adjustments in the criteria established for
the Plan Year which reflect any extraordinary changes that may
have occurred during the Plan Year or which significantly alter
the basis upon which such performance levels were determined.
Such changes may include, without limitation, changes in
acquisitions, accounting practices, tax, regulatory or other laws
or regulations, divestitures, financings, or economic changes not
in the ordinary course of business cycles.  Any adjustments made
by the Compensation Committee can be made at any time and in any
manner that the Compensation Committee in its sole discretion
deems appropriate, and any and all such adjustments shall be
conclusive and binding upon all parties concerned.

b.   Approval and Payment of Bonus Awards

Award payments are subject to the approval of the Compensation
Committee and will normally occur concurrently with payment for
the last pay period in February of the year following the Plan
Year.  Payments will normally be made by ordinary payroll
methods.

Except in the case of death, disability or retirement, a
Participant must be employed by SFC or a Subsidiary on December
31 of the Plan Year to receive an Award.  In cases of death,
disability or retirement, the Participant or the designated
beneficiary (as designated with respect to a Participant's life
insurance policy held through SFC or a Subsidiary) shall receive
the Award to the extent and in the amount specified in the
Section 3 entitled "Eligibility for Participation."

7.  GENERAL RULES

a.   Effective Date.  This Plan shall have an effective date of
     January 1, 2000.

b.   Amendment.  The Plan has been adopted by the Board of
     Directors of SFC and may be amended from time to time, in
     any respect, by such Board.  Any such amendment may add to,
     amend, reduce or cancel any and all rights in regard to the
     Plan.

c.   Accruals.  SFC reserves the right, in its sole discretion,
     to determine the nature and amount of all accruals that are
     to be recorded on the books of the Subsidiaries at the end
     of a Plan Year.

d.   Administration.  The Vice President and General Counsel of
     SFC shall be responsible for the general operation and
     administration of the Plan and shall have the authority to
     interpret the Plan and to adopt administrative rules and
     regulations governing its operation.

e.   Termination.  The Plan may be terminated at any time by the
     Board of Directors of SFC.  Upon such termination, all
     rights of a Participant to amounts not then awarded to
     Participants shall be null and void.  However, amounts
     previously accrued through the date of the Plan termination
     based pro rata on EBITDA shall not be affected.

f.   Continued Employment.  Participation in the Plan shall not
     give any employee any right to remain in the employment of
     SFC or any Subsidiary.  The Plan is not to be construed as a
     contract of employment for any period and does not alter the
     "employee-at-will" employment status of any Participant.

g.   Employment Taxes.  Award payments under the Plan shall be
     treated as wages and shall be subject to income, FICA and
     any other applicable withholding taxes and deductions at the
     time received as required by applicable law or regulation,
     as in effect from time to time.

h.   Employment Agreements.  If a Participant is party to an
     employment agreement, the terms of which relate to annual
     bonuses and which are inconsistent with the terms of this
     Plan, the terms of such employment agreement shall govern to
     the extent of such inconsistency.

i.   Unfunded Plan.  The obligations under this Plan shall be
     unfunded.  Neither SFC nor any of the Subsidiaries shall be
     required to establish any special or separate fund or to
     make any other segregation of assets to assure the payment
     of any Award under this Plan.

j.   Successors Bound.  The rights and obligations of the Company
     hereunder shall inure to the benefit of and be binding upon
     the successors of the Company.

k.   Assignment.  Participants shall not assign any rights
     granted to them by the terms of this Plan or encumber in any
     way their interests herein; provided, however, that in the
     event of a Participant's death, any payments then due and
     owing will be made when due as provided in Section 6(b)
     entitled "Approval and Payment of Bonus Awards."

l.   Effect of Plan.  This Plan shall have a term expiring on the
     earlier of (1) the date on which all Awards earned under the
     Plan, if any, are paid to Participants and (2) the date on
     which a determination is made by the Compensation Committee
     that no Awards have been earned under the Plan (provided
     that the authority to determine that no Awards have been
     earned under the Plan may be delegated by the Compensation
     Committee to SFC and by SFC to the Business Unit.)  At such
     time, the Plan shall expire and be of no further force or
     effect.

m.   Governing Law/Jurisdiction.  The substantive law (and not
     the law of conflicts) of the State of Illinois will govern
     all questions concerning the construction, validity and
     interpretation of this Plan and the performance of the
     obligations imposed by this Plan.  The parties hereby waive
     their rights to request or demand a trial by jury in the
     event controversy arises under this Plan.

n.   Headings.  The headings used herein are for reference
     purposes only and shall not in any way affect the meaning or
     interpretation of this Plan.


                   ANDRE-BOUDIN BAKERIES, INC.
             2000 ANNUAL BONUS PLAN PAYOUT SCHEDULE
                   ($s expressed in millions)

                             EBITDA
                             ------

                    $EBITDA                  % Payout
                    -------                  --------
140% Target           3.5                       200 (Maximum)
                      3.4                       180
                      3.3                       160
                      3.2                       140
                      3.1                       120
                      2.8                       110

Target/Minimum        2.5                       100
                      2.4                        90
                      2.3                        80
                      2.2                        70
                      2.1                        60
                      2.0                        50
               below  2.0                         0

_________________________________________________________________



        PAYOUT CALCULATIONS

 % Payout for EBITDA above 2.0 up to 2.5
[(EBITDA - 2.0) divided by .01] + 50 = % Payout


  % Payout for EBITDA above 2.5 up to 3.1
[(EBITDA - 2.5) divided by .03] + 100 = % Payout


% Payout for EBITDA above 3.1 up to 3.5
[(EBITDA - 3.1) divided by .005] + 120 = % Payout