EXHIBIT 10.63                                        June 16, 1998



Mr. Larry Strain
c/o Andre-Boudin Bakeries Inc.
132 Hawthorne Street
San Francisco, Ca 94107

Dear Larry:

   We are pleased to inform you that you are eligible to
participate in a new deferred bonus plan (the "Deferred
Bonus Plan") that has been adopted by Andre-Boudin Bakeries,
Inc. (the "Company").  Under the Deferred Bonus Plan, you
will receive bonus payments in consideration for your
continued employment by the Company, Specialty Foods
Corporation ("SFC") or any affiliate or subsidary of the
Company or SFC (collectively, the "SFC Companies").  The
terms and conditions of this bonus are set forth below:

   1.   Annual Bonus.  The Board of Directors of the Company
       has determined to award you a bonus of $20,475 for 1997 (the
       "1997 Bonus").  This award is equal to 50% of your 1997
       target bonus.  In addition, to the extent that you continue
       to be employed by the Company on March 31, 1999, the Company
       will pay you a bonus equal to $49,000 as additional
       compensation for your performance in 1998 (the "1998
       Bonus").  Moreover, if the EBITDA for the Company exceeds
       $2,000,000 for fiscal year 1998, and provided that you
       continue to be employed by the Company, the Company will pay
       you an additional $49,000 (the "Special Bonus") in
       accordance with the terms and conditions of the Annual Bonus
       Plan.  In addition, you will be eligible to receive a bonus,
       at the discretion of the Board of Directors of the Company,
       for fiscal year 1999.

   2.  Deferred Bonus Payment.  Subject to the provisions of
       Section 3, you are eligible to receive a one-time bonus (the
       "Deferred Bonus") on March 31, 2000 in an amount equal to
       the sum of (a) the 1997 Bonus; (b) 1998 Bonus; (c) the
       Special Bonus; and (d) any bonus awarded for 1999, other
       than any payments under the Andre-Boudin Bakeries, Inc.
       Supplemental Long-Term Incentive Plan.
   
   3.  Conditions.  The payment of all or any part of the
       Deferred Bonus potentially payable to you hereunder is
       expressly conditioned upon your continuing to be employed by
       the Company through March 31, 2000, unless your continued
       employment with the Company terminates prior to such date as
       a result of a change of control.

   4.  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.

   5.  Unfunded Plan.  The Company's obligations under this
       Agreement shall be unfunded.  Neither the Company, SFC or
       any of their 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.
        
   6.  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.

   7.  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.

   8.  Notices and Other Documents.  All payments, requests,
       notices and the like may be made to you by mailing the same
       to you as the address set forth below or as 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,
       Illinois 60015, Attention:  Vice President, Human Resources,
       or to such other address as the Company may furnish to you
       for this purpose from time to time.

   9.  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.

   10. Effect on Agreement.  This Agreement shall have a term
       expiring on March 31, 2000, 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.

   11. 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 as trial by
       jury in the event controversy arises under 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,
                                 ANDRE-BOUDIN BAKERIES, INC.

                                 By: ______________________
                                 Name:  John R. Reisenberg
                                 Title:    Vice President


Agreed to this ___ day of
_______________, 1998


_______________________
Name:  Larry Strain
Address:  _______________

                                 EXHIBIT A


                            Deferred Bonus Plan
                               Larry Strain



            Year Earned                             Bonus Paid
            -----------                             ---------- 

               1997                                   $20,475

               1998                                   $49,000

          1998 Special Bonus                            TBD

               1999                                     TBD

               TOTAL                                    TBD