EXHIBIT 10.35
     4

     3

Doc#:DS3:499381.1   31-073
Doc#:DS3:499381.1   31-073
                       AMENDMENT NO. 2 TO
                    SERIES 1996-1 SUPPLEMENT

          AMENDMENT No. 2, dated as of December 13, 1996 (this
"Amendment"), to the Series 1996-1 Supplement, dated as of August
1, 1996 (as amended or modified from time to time, the "Series
1996-1 Supplement"), among Specialty Foods Finance Corporation, a
Delaware corporation (the "Company"), Specialty Foods
Corporation, a Delaware corporation, as master servicer (the
"Master Servicer"), The Chase Manhattan Bank, as initial VFC
Certificateholder (the "Initial VFC Certificateholder"), and The
Chase Manhattan Bank, as trustee (in such capacity, the
"Trustee"), which supplements the Pooling Agreement, dated as of
November 16, 1994 (as amended or modified from time to time, the
"Pooling Agreement"), among the Company, the Master Servicer and
the Trustee.


                       W I T N E S E T H :


          WHEREAS, the Company, the Master Servicer, the Initial
VFC Certificateholder and the Trustee wish to amend the Series
1996-1 Supplement 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 Pooling Agreement or the Series 1996-1
Supplement, as the case may be, shall have their defined meanings
when used herein.

          2.  Amendment of Section 1.1.  The definition of
"Scheduled Termination Date" is amended by deleting the text,
"December 16, 1996" and substituting in its place the text,
"January 31, 1997".

          3.  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, the
     Initial VFC Certificateholder and the Trustee;

               b.  a consent to this Amendment, in the form of
     Annex A, from the Enhancement Provider;

               c.  an Officer's Certificate of a Responsible
     Officer of the Company certifying that this Amendment shall
     not adversely affect the interests of the VFC
     Certificateholders;

               d.  an Opinion of Counsel by Paul, Weiss, Rifkind,
     Wharton & Garrison opining that (i) this Amendment is
     authorized pursuant to the Pooling Agreement and the Series
     1996-1 Supplement and (ii) all conditions precedent to the
     execution, delivery and performance of this Amendment are
     satisfied in full; and

               e.   written confirmation from each of Standard &
     Poor's Corporation and Moody's Investors Service Inc.
     stating that the execution and delivery of this Amendment
     will not result in a reduction or withdrawal of the rating
     of the Term Certificates.

          4.  Continuing Effect of Series 1996-1 Supplement.
Except as expressly amended, modified and supplemented hereby,
the provisions of the Series 1996-1 Supplement are and shall
remain in full force and effect.

          5.  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.

          6.  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
                                 Name: Peter L. Sereda
                                 Title: Vice President & Treasurer
                              
                              
                              SPECIALTY FOODS CORPORATION, as
                              Master Servicer
                              
                              
                              By:/s/ Peter L. Sereda
                                 Name: Peter L. Sereda
                                 Title: Vice President & Treasurer
                              
                              
                              THE CHASE MANHATTAN BANK, as
                              Trustee
                              
                              
                              By: /s/ Dennis Kildea
                                 Name: Dennis Kildea
                                 Title:Trustee
                              
                              
                              THE CHASE MANHATTAN BANK, as
                              Initial VFC Certificateholder
                              
                              
                              By:/s/ Roger A. Parker
                                 Name: Roger A. Parker
                                 Title:Vice President


     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 Amendment No. 2, dated as of December 13,
1996 (the "Amendment"), to the Series 1996-1 Supplement, dated as
of August 1, 1996 (as amended or modified from time to time, the
"Series 1996-1 Supplement"), among Specialty Foods Finance
Corporation, a Delaware corporation (the "Company"), Specialty
Foods Corporation, a Delaware corporation, as master servicer
(the "Master Servicer"), The Chase Manhattan Bank, as initial VFC
Certificateholder (the "Initial VFC Certificateholder"), and The
Chase Manhattan Bank, as trustee (in such capacity, the
"Trustee"), which supplements the Pooling Agreement, dated as of
November 16, 1994 (as amended or modified from time to time, the
"Pooling Agreement"), among the Company, the Master Servicer and
the Trustee.  We hereby certify that we have been given adequate
notice pursuant to Section 9.5 of the Series 1996-1 Supplement
and Section 10.1 of the Pooling Agreement.

          We hereby consent to the execution and delivery by the
Company, the Master Servicer, the Initial VFC Certificateholder
and the Trustee of, and the changes effected to the Series 1996-1
Supplement by, the Amendment (substantially in the form
previously distributed to us).

                              Sincerely,
                              
                              CAPITAL MARKETS ASSURANCE
                              CORPORATION, as Enhancement
                              Provider
                              
                              By:________________________________
                                 Name:
                                 Title:



Dated:  December __, 1996