EXHIBIT 10.67




                                              March 15, 1999


Mr. David E. Schreibman
c/o Specialty Foods Corporation
520 Lake Cook Road, Suite 550
Deerfield, IL 60015

Dear David:

     We are pleased to inform you that you are eligible to
participate in a retention bonus plan that has been adopted
by Specialty Foods Corporation (the "Company").  Under this
plan, you will receive bonus payments in consideration for
your continued employment by the Company or any affiliate or
subsidiary of the Company (collectively, the "SFC
Companies").  The terms and conditions of this bonus are set
forth below.

     1.   Retention Bonus Payment.

          (a)  Subject to the provisions of Section 2, you
are eligible to receive a one-time bonus (the "Retention
Bonus") in an amount equal to the aggregate gross amount of
cash payments which you receive from the SFC Companies for
annual bonus payments covering the fiscal years 1999 and
2000.  In no event shall any payments made to you (x) for
base salary or (y) or under any other plan, agreement, award
or bonus, other than the Annual Bonus Plan, be included in
calculating the amount of the Retention Bonus.


          (b)  The entire amount of the Retention Bonus
shall be paid on the earlier of (x) the date occurring
ninety (90) days after a Change of Control of SFAC or the
Company and (y) March 31, 2001.

     2.   Conditions.  The payment of all or any part of the
Retention Bonus potentially payable to you hereunder is
expressly conditioned upon your continued employment with
the Company through March 31, 2001, unless you are
terminated by the Company prior to such date for other than
Cause.

     3.   Continued Employment.  This Agreement is not a
contract of employment.  Nothing expressed or implied in
this Agreement shall create any right or duty of your
continued employment by the Company or its successor.  The
Company reserves all rights to cause your employment to be
terminated at any time with or without cause.

     4.   Unfunded Plan.  The Company's obligations under
this Agreement shall be unfunded.  Neither the Company nor
any of its 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
Agreement.

     5.   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.

     6.   Assignment.  You shall not assign any rights or
benefits granted to you by the terms of this Agreement or
encumber in any way your interests herein; provided,
however, that in the event of your death, any payments then
due and owing will be made when due to the legal
representative of your estate.

     7.   Notices and Other Documents.  All payments,
requests, notices and the like may be made to you by mailing
the same to you at the address set forth below or at such
other address as you may file in writing with the Company
for that purpose.  Notices, requests and the like sent by
you to the Company shall be sufficient if mailed to
Specialty Foods Corporation, 520 Lake Cook Road, Suite 550,
Deerfield, IL 60015, Attention: Chief Financial Officer, or
to such other address as the Company may furnish to you for
this purpose from time to time in writing.

     8.   Employment Taxes.  All payments made under this
Agreement shall be subject to withholding tax, other
employment taxes and other withholds and deductions as
required by applicable law or regulation, as in effect from
time to time.

     9.   Effect of Agreement.  This Agreement shall have a
term expiring on June 30, 2001, at which time it shall
expire and be of no further force or effect, except to the
extent that rights of payment have accrued to you hereunder
prior to such date.

     10.  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 Agreement and the performance of
the obligations imposed by this Agreement.  The parties
hereby waive their rights to request or demand a trial by
jury in the event controversy arises under this Agreement.

     11.  Definitions.
          (a)  "Cause" shall mean (i) your continued failure
to substantially perform your employment duties (other than
as a result of incapacity due to physical or mental
disability), (ii) your gross negligence or dishonesty, (iii)
your violation of any reasonable rule or regulation of the
Company after written notice, or (iv) your arrest or
conviction for the commission of any felony or other crime
involving dishonesty or moral turpitude.

          (b)  "Change of Control" shall mean, (i) with
respect to Specialty Foods Acquisition Corporation ("SFAC")
or the Company, a transaction pursuant to which a person or
group (as such term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934), other than Acadia
Partners, L.P., Keystone, Inc., HWP Specialty Partners, L.P.
and their respective "affiliates" (as such term is defined
in Section 2.1 of the Principal Stockholders Agreement,
dated as of August 16, 1993, among SFAC and its principal
stockholders) (such person or group being a "Non-
Affiliate"), acquires the collective ability to designate
directly or indirectly a majority of the members of the
board of directors of SFAC or SFC (whether by contract or
otherwise), and (ii) with respect to the Company, a
transaction (including a sale, merger, or other similar
transaction, but excluding any transaction among only SFAC,
SFC and/or their subsidiaries) (x) pursuant to which all or
substantially all the assets of the Company (as exist on the
date hereof) are sold to Non-Affiliates, (y) pursuant to
which Non-Affiliates acquire the collective ability to
designate directly or indirectly a majority of the Board of
Directors of Holdings or the Company (whether by contract or
otherwise) or (z) which the committee determines, in its
discretion, to constitute a Change of Control.

     12.  Entire Agreement.  This Agreement sets forth the
entire agreement and understanding of the parties relating
to the subject matter hereof, and supersedes all prior
agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof.  No
representation, promise or inducement has been made by
either party that is not embodied in this Agreement, and
neither party shall be bound by or liable for any illegal
representation, promise or inducement not so set forth.

     13.  Amendments.  This Agreement may be amended,
modified, superseded, canceled, renewed or extended and the
terms or covenants hereof may be waived, only by a written
instrument executed by the parties hereto, or in the case of
a waiver, by the party waiving compliance.  The failure of a
party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a
later time to enforce the same.  No waiver by either party
of the breach of any term or covenant contained in this
Agreement, whether by conduct or otherwise, in any one or
more instances, shall be deemed to be, or construed as, a
further or continuing waiver of any such breach, or a waiver
of the breach of any other term or covenant contained in
this Agreement.

     14.  Headings.  The section headings contained herein
are for reference purposes only and shall not in any way
affect the meaning or interpretation of this Agreement.


     If the foregoing correctly sets forth your
understanding of the Agreement between us, please sign both
copies of this Agreement in the place indicated below and
return one copy to us.


                              Very truly yours,



                              SPECIALTY FOODS CORPORATION


                                By: /s/ Lawrence S. Benjamin
                              Name:     Lawrence S. Benjamin
                             Title:     President and Chief
                                        Executive Officer

Agreed to this ___ day of March, 1999


  /s/  David E. Schreibman
Name:  David E. Schreibman
Address:______________________
     ________________________
     ________________________