SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC  20549


                           FORM 10-K/A
                       AMENDMENT NO. 1 TO


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 

For the Fiscal Year Ended December 31, 1996

Commission File Number 33-68958


            SPECIALTY FOODS ACQUISITION CORPORATION
     (Exact name of registrant as specified in its charter)

             Delaware                         75-2488183
     (State or other jurisdiction of     (I.R.S. Employer
      incorporation or organization)      Identification No.)

        9399 West Higgins Road 
            Suite 800                        60018-4940
           Rosemont, IL                      (Zip Code)
      (Address of principal
        executive offices)

                           (847) 685-1000
                      (Registrant's telephone
                    number, including area code) 

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

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
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X  No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
Reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( X )

State the aggregate market value of voting stock held by non-
affiliates of the Registrant. No market presently exists for the
Registrant's Common Stock.

Number of shares of common stock outstanding as of March 20,
1997: 63,129,990 shares.

Documents incorporated by reference:  None.


The Form 10-K of Specialty Foods Acquisition Corporation for the fiscal
year ended December 31, 1996 is hereby amended by making the following
changes to Item 7 and Item 8.  All other sections of Item 7 and Item 8
appearing in the Form 10-K of Specialty Foods Acquisition Corporation
for the fiscal year ended December 31, 1996 are unchanged and remain
as originally stated in such filing:


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

This Annual Report on Form 10-K contains certain forward-looking
statements within the meaning of the federal securities laws which
reflect the Company's expectations and are based upon currently 
available information.  Actual results, performance, achievements or
other information may vary materially from such statements and are
subject to future known and unknown risks and uncertainties and events
including those in the forepart and elsewhere herein. 

The following table sets forth, for the periods indicated, the
percentage of net sales represented by certain items in the
Company's statements of operations.

                                                                
                                           1996     1995       1994
                                           ----     ----       ----            
Net sales                                 100.0%   100.0%     100.0%
Cost of sales                              72.8     71.7       72.3
                                          -----    -----      -----
     Gross profit                          27.2     28.3       27.7

Operating expenses:                                             
     Selling, distribution, general and
      administrative                       24.0     22.2       22.4
     Amortization of intangible assets      0.8      1.1        1.1
     Restructuring charges                  1.7        -          -
     Goodwill write-down                   21.4     12.5          -
                                          -----    -----      -----
Total operating expenses                   47.9     35.8       23.5
                                          -----    -----      -----
     Operating profit (loss)              (20.7)    (7.5)       4.2
Interest                                    8.0      8.0        7.2
Other, net                                  (.2)     0.3        0.8
                                          -----    -----      -----
     Loss from continuing operations      (28.5)%  (15.8)%     (3.8)%     
                                          =====    =====      =====


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                
SPECIALTY FOODS ACQUISITION CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

(In thousands, except per share data)


                                             Years ended December  31,
                                     ------------------------------------
                                          1996       1995       1994
                                          ----       ----       ----          
Net sales                            $1,661,296   $1,626,733  $1,643,239
Cost of sales                         1,209,494    1,165,663   1,187,249
                                      ---------    ---------   ---------
   Gross profit                         451,802      461,070     455,990
                                      ---------    ---------   ---------  
Operating expenses:                              
  Selling, distribution and                      
   general and administrative           398,114      360,928     368,542
  Amortization of intangibles            12,886       17,903      17,578
  Restructuring charges                  28,300            -           -
  Goodwill write-down                   355,664      203,824           -
                                      ---------    ---------   ---------
                                        794,964      582,655     386,120
                                      ---------    ---------   ---------
   Operating profit (loss)             (343,162)    (121,585)     69,870
                                                 
Other:                                           
  Interest expense                      133,727      129,576     117,976
  Other  (income) expense, net           (2,859)       5,537      13,068
                                      ---------    ---------   ---------
   Loss before income taxes            (474,030)    (256,698)    (61,174)
                                                 
Provision for income taxes                1,367        1,653       1,626
                                      ---------    ---------   ---------  
     Loss from continuing operations   (475,397)    (258,351)    (62,800)
                                                 
Discontinued operations:                         
  Earnings (loss)                         2,312      (47,468)     10,746
  Loss on disposal                      (13,493)           -           -
                                     ----------    ---------   ---------
                                        (11,181)     (47,468)     10,746
                                     ----------    ---------   ---------
          Loss before extraordinary  
                items                  (486,578)    (305,819)    (52,054)
                                                 
Extraordinary items                       -          (18,279)          -
                                      ---------    ---------   ---------
          Net loss                   $ (486,578)  $ (324,098) $  (52,054)
                                      =========    =========   =========
Earnings (loss) per share:                       
        From continuing opeations    $    (7.47)  $    (4.04) $     (.97)
        From discontinued operations       (.18)        (.74)        .16
        Extraordinary items                   -         (.29)          -
                                      ---------    ---------   ---------
        Net loss                     $    (7.65)  $    (5.07) $     (.81)
                                      =========    =========   =========
        Weighted average shares                      
             outstanding                 63,638       63,914      64,582
                                      =========    =========   =========

See accompanying notes to consolidated financial statements.


SIGNATURES

Pusuant to the requirements of Section 13 or 15(d) 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.

                             SPECIALTY FOODS ACQUISITION CORPORATION

                             By:  /S/ Robert L. Fishbune
                                  Robert L. Fishbune
                                  Vice President and Chief
                                   Financial Officer

                             April 3, 1997