EXHIBIT 10.43
   
                     AMENDMENT NO. 2 TO SFC
         AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
   
   
            Amendment, dated as of December 27    1996 (this
   "Amendment") to the Amended and Restated Receivables Sale
   Agreement, dated as of November 16, 1994, among Specialty
   Foods Finance Corporation, a Delaware corporation (the
   "Company"), Specialty Foods Corporation, a Delaware
   corporation (the "Master Servicer") and its wholly owned
   subsidiaries named therein (the "Sellers") (the "Sale
   Agreement").
   
                      W I T N E S S E T H :
   
            WHEREAS, the parties hereto wish to amend the Sale
   Agreement in the manner provided for in this Amendment;
   
            NOW, THEREFORE, the parties hereto hereby agree as
   follows:
   
            1.   Defined Terms.  Unless otherwise defined
   herein, terms defined in the Sale, Pooling and Servicing
   Agreements shall have their defined meanings when used
   herein, as the context requires.
   
            2.   Amendment of the Receivables Sale Agreement.
   Article IX of the Sale Agreement is hereby amended by
   adding the following phrase to Section 9.14(b)(i) after the
   phrase "(i) each of":
   
             "Burns & Ricker, Inc., B&G Foods, Inc., Bloch and
             Guggenheimer, Inc., Roseland Manufacturing, Inc.,"
   
            3.   Termination of Certain Sellers.  The Company,
   pursuant to Section 9.14(b) and Amendment No. 2 to SFC
   Master Trust Pooling and Servicing Agreements, hereby
   terminates as of the 1996 Seller Termination Date and
   simultaneously with the payment of the Purchase Price to
   the Trustee, all obligations of Burns & Ricker, Inc., a
   Delaware corporation, B&G Foods, Inc., a Delaware
   corporation, Roseland Manufacturing, Inc., a Delaware
   corporation, and Bloch and Guggenheimer, Inc., a Delaware
   corporation (together, the "1996 Terminated Sellers"),
   under the Sale Agreement.
   
            4.   Conditions to Effectiveness.  This Amendment
   shall become effective upon receipt by the Trustee of:
   
             (a)  a counterpart hereof, duly executed and
        delivered by each of the Company, the Master Servicer
        and the 1996 Terminated Sellers; and
   
   
             (b)  a consent to this Amendment, in the form of
        Annex A, from Capital Markets Assurance Corporation, as
        the Enhancement Provider for each of the Term
        Certificates, Series 1994-1, and the VFC Certificates,
        Series 1996-1.
   
            5.   Continuing Effect of the Sale Agreement.
   Except as expressly amended, modified and supplemented
   hereby, the provisions of the Sale Agreement are and shall
   remain in full force and effect.
   
            6.   GOVERNING LAW.  THIS AMENDMENT SHALL BE
   CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
   YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
   PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
   SUCH LAW.
   
            7.   Counterparts.  This Amendment may be executed
   in two or more counterparts (and by different parties on
   separate counterparts), each of which shall be an original,
   but all of which together shall constitute one and the same
   instrument.
   
            IN WITNESS WHEREOF, the parties have caused this
   Amendment to be duly executed by their respective officers
   as of the day and year first above written.
   
                      SPECIALTY FOODS FINANCE CORPORATION
                      
                      
                      By: /s/ Peter L. Sereda
                      Title: Vice President & Treasurer
                      
                      SPECIALTY FOODS CORPORATION, as Master
                      Servicer and on behalf of the 1996
                      Terminated Sellers
                      
                      
                      By:  /s/ Peter L. Sereda
                      Title: Vice President & Treasurer
                      
                      BURNS, RICKER, INC.
                      
                      
                      By: /s/ Peter L. Sereda
                      Title: Vice President & Treasurer
                      
                      
                      
                      B & G FOODS, INC.
                      
                      
                      By:  /s/ Peter L. Sereda
                      Title: Vice President & Treasurer
                      
                      BLOCH & GUGGENHEIMER, INC.
                      
                      
                      By:  /s/ Peter L. Sereda
                      Title: Vice President & Treasurer
                      
                      ROSELAND MANUFACTURING, INC.
                      
                      
                      By:  /s/ Peter L. Sereda
                       Title: Vice President & Treasurer
   Annex A


                        [FORM OF CONSENT]


The Chase Manhattan Bank,
  as Trustee
450 West 33rd Street, 15th Floor
New York, New York 10001
Attention:  Structured Finance Services (ABS)

Dear Sirs:

        We refer to the Amendment, dated as of December ___,
1996 (the "Amendment"), to the Amended and Restated Receivables
Sales Agreement, dated as of November 16, 1994 (the
"Receivables Sale Agreement") among Specialty Foods Finance
corporation, a Delaware corporation (the "Company"), Specialty
Foods Corporation, a Delaware corporation, as master servicer
(the "Master Servicer"), and each of the subsidiaries of the
Master Servicer from time to time party thereto.  We hereby
certify that we have been given adequate notice pursuant to
Section 10.1 of the Pooling Agreement.

        We hereby consent to the execution and delivery of the
Amendment (substantially in the form previously distributed to
us) by the Company, the Master Servicer and the Sellers on our
behalf.

                  Sincerely,

                  CAPITAL MARKETS ASSURANCE CORPORATION

                  By:
                       Name:
                                           Title:

Dated:  December ____, 1996