EXHIBIT
10.57

                 SPECIALTY FOODS CORPORATION

                    AMENDED AND RESTATED

                   ANNUAL BONUS PLAN, 2000

              ARCHWAY - MOTHER'S COOKIE COMPANIES



AMENDED AND RESTATED
ANNUAL BONUS PLAN

1.  PURPOSES

Specialty Foods Corporation ("SFC") has established the Annual
Bonus 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) and for encouraging
retention of such executives through the Retention Date (as
hereafter 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.  This Plan supersedes the
Archway-Mother's Cookie Companies Annual Bonus Plan 2000
effective January 1, 2000.


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 or on the date of a
     Change of Control that occurs prior to December 31, 2000.

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

c.   Business Unit shall mean a subsidiary or a group of
     subsidiaries for which a target bonus is established by SFC.  For
     purposes of this Plan, "Business Unit" shall mean Mother's Cake
     and Cookie Co., Archway Cookies, L.L.C. and Lew-Mark Baking.

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.   Change of Control shall mean a sale or transfer, directly or
     indirectly, of all of the outstanding stock of the Business Unit
     or substantially all of the assets of the Business Unit to an
     unaffiliated entity.

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

g.   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.  EBITDA shall exclude $2.0 million related to the
     unbudgeted pension benefit from the sale of Metz Baking Company.
     The actual incremental 2000 EBITDA benefits related to
     acquisitions made in 2000 (other than Lew-Mark), if any, will
     also be excluded for purposes of determining 2000 EBITDA.

h.   Good Reason shall mean the occurrence and continuation at
     any time following a Change of Control of any of the following
     (without the Participant's express prior written consent) after
     written notice provided by the Participant and the failure by the
     Business Unit or its successors to remedy such event within
     thirty (30) days after receipt of such notice:

               (i)       a reduction in the Participant's Base Salary;

               (ii)      a relocation of the Participant's
     principal place of business to any location which is not
     within 50 miles of the Participant's business location at
     the time of a Change of Control;

               (iii)     a material adverse change in the
     Participant's job responsibilities or level of authority; or

               (iv)      any material failure to comply with the
     terms of this Plan by the Business Unit or its successors.

i.   Participant shall mean an employee designated by SFC to
     participate in the Plan, provided the authority to designate
     Participants may be delegate by SFC to the Business Unit.

j.   Plan shall mean this Amended and Restated Annual Bonus Plan.

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

l.   Retention Date shall mean December 31, 2000 or in the event
     of a Change of Control, the date that is thirty (30) days
     following a Change of Control.

m.   SFC shall mean Specialty Foods Corporation.

n.   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 (2) months of
active service with SFC or a Subsidiary during the Plan Year.
Except as otherwise provided in this Section 3 or in Section 6
below, a Participant must be employed by SFC, the Business Unit
or their successors through the Retention Date 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, subject to the provisions in Section 6
entitled "Incentive Awards Upon Change of Control," as determined
below:

(1)  promotion into or demotion from     -    prorate Award from the date of
     a level of management eligible           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 (except as provided in
     Plan Year without the approval           Section 6)
     of SFC

(8)  resignation before the              -    no Award (except as provided in
     Retention Date                           Section 6)

(9)  demotion during the Plan Year       -    no Award (except as provided in
     because of unsatisfactory                Section 6)
     performance to a position that
     is not covered

(10) termination without Cause           -    no Award (except as provided in
     during the Plan Year                     Section 6)

(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.  GENERAL 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.   INCENTIVE AWARD GUIDELINES UPON A CHANGE OF CONTROL

a.   Vesting of Award Upon Change of Control

Upon a Change of Control, a Participant shall earn the right to
receive an Award under the Plan based on the actual EBITDA
performance for the Business Unit at the time of such Change of
Control as compared to the budgeted EBITDA performance objectives
for the Business Unit at the time of such Change of Control, as
determined by SFC (the "Prorated EBITDA Target"); provided,
however, that a Participant shall not earn the right to receive
an Award under this provision unless the actual EBITDA
performance for the Business Unit at the time of such Change of
Control is at least equal to 90% of the Prorated EBITDA Target.
In the case of such Change of Control, (i) the Prorated EBITDA
Target shall be substituted for the target set forth on the
Amended and Restated 2000 Annual Bonus Payout Schedule attached
hereto, (ii) the maximum objective shall be 110% of the Prorated
EBITDA Target and (iii) the threshold (minimum) objective shall
be 90% of the Prorated EBITDA Target.  Thereafter, the
Participant's Award shall be prorated upon a Change of Control to
the date of the Change of Control (e.g. if the Change of Control
occurs on September 30, the Participants Award shall be
multiplied by .75).

b.   Condition of Continued Employment Upon Change of Control

The payment to a Participant of the Award described in paragraph
(a) of this Section is expressly conditioned upon such
Participant's continued employment with SFC, the Business Unit or
their successors through the Retention Date (except as provided
in Section 3), unless, after the Change of Control and prior to
the Retention Date, the Participant (i) is terminated by SFC, the
Business Unit or their successors without Cause or (ii)
voluntarily terminated employment with Good Reason as defined
herein or in the event such participant has an employment
agreement or severance agreement, as defined in such other
agreement.

c.   Payment of Award Upon a Change of Control

The payment of the Award described in paragraph (a) of this
Section shall be made in accordance with the timing and the terms
specified in Section 7(b) of the Plan.

7.  ADMINISTRATIVE GUIDELINES

a.   Adjustments in Financial Performance Measurements

     In order to effectuate the purpose of the Plan, SFC 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 SFC can be made
     at any time and in any manner that SFC 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, retirement,
     demotion, promotion, leave of absence, transfer to another
     subsidiary, or, in certain cases, a Change of Control, a
     Participant must be employed by SFC, the Business Unit or
     their successors, on the Retention Date to receive an Award.
     In cases of death, disability, retirement, demotion,
     promotion, leave of absence or transfer to another
     subsidiary, 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."
     In the case of a Change of Control, the Participant shall
     receive the Award to the extent and in the amount specified
     in Section 6 entitled "Incentive Awards Upon Change of
     Control."

8.  GENERAL RULES

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

b.   Restatement.   This Plan is an amendment and restatement of
     the Archway-Mother's 2000 Annual Bonus Plan as effective on
     January 1, 2000 (the "Prior Plan").  This Plan supersedes and
     replaces the Prior Plan.

c.   Amendment.  The Plan has been adopted by the Compensation
     Committee and may be amended from time to time, in any respect,
     by such Committee.  Any such amendment may add to, amend, reduce
     or cancel any and all rights in regard to the Plan.

d.   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 the Plan
     Year.

e.   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.

f.   Termination.  The Plan may be terminated at any time by the
     Compensation Committee.  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.

g.   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.

h.   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.

i.   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.

j.   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.

k.   Successors Bound.  The rights and obligations of the
     Business Unit hereunder shall inure to the benefit of and be
     binding upon the successors of the Business Unit.

l.   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 7(b) entitled "Approval and
     Payment of Bonus Awards."

m.   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.

n.   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.

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


                  Archway - Mother's Cookies
             2000 Annual Bonus Plan Payout Schedule
                  ($'s expressed in millions)



                               EBITDA
                    ____________________________

                         $
                       EBITDA        % Payout
                      ---------      ---------
200% Award - Maximum   36.30            200
                       35.64            180
                       34.98            160
                       34.32            140
                       33.66            120

Target                 33.00            100
                       32.34             90
                       31.68             80
                       31.02             70
                       30.36             60

Minimum                29.70             50
                 Below 29.70              0


_______________________________________________________________________

                      EBITDA Payout Calculation

               EBITDA % Payout (A) EBITDA Between 29.7
               and 33.0
               [(EBITDA - 29.7) divided by .066] + 50 = % payout

               EBITDA % Payout (B) EBITDA Between 33.0
               and 36.3
               [(EBITDA - 33.0) divided by .033] + 100 = % payout