EXHIBIT 10.48











                   MOTHER'S CAKE & COOKIE CO.
                                
                      AMENDED AND RESTATED
                          SUPPLEMENTAL
                    LONG TERM INCENTIVE PLAN


MOTHER'S CAKE & COOKIE CO.
AMENDED AND RESTATED SUPPLEMENTAL LONG TERM INCENTIVE PLAN


     Section 1.     Purpose.  The purpose of the Mother's Cake &
Cookie Co. Supplemental Long Term Incentive Plan is to promote
the interests of Mother's Cake & Cookie Co. and Specialty Foods
Corporation, its parent corporation, by attracting, incenting and
rewarding certain key executives of Mother's Cake & Cookie Co.
to: (a) create economic value; (b) focus management's attention
on overall corporate performance and thereby promote cooperation
and teamwork among management; and (c) provide executives with a
direct economic interest in the attainment of long term business
objectives.  This Plan supersedes the Mother's Cake & Cookie Co.
Supplemental Long Term Incentive Plan effective October 31, 1997
and the Mother's Cake and Cookie Co. Supplemental Long Term
Incentive Plan for the President and Chief Executive Officer
effective as of June 30, 1997 pursuant to Section 8 of such plans
as a result of the acquisition of Archway Cookies, L.L.C.

     Section 2.     Definitions.  As used in this Plan,
capitalized terms shall have the meanings set forth below:

          (a)  "Board of Directors" shall mean the board of
directors of SFC, as in place from time to time.

          (b)  "Change of Control" shall mean a sale or transfer
of all of the outstanding stock of Holdings or the Company or
substantially all of the assets of Holdings or the Company to an
unaffiliated entity.

          (c)  "Change of Control Payment" shall mean a payment
to be made to a Participant in accordance with Section 4(a).

          (d)  "Company" shall mean Mother's Cake & Cookie Co., a
California corporation and its subsidiaries, including Archway
Cookies, L.L.C., a Delaware limited liability corporation.

          (e)  "Effective Date" shall mean March 15, 1999.

          (f)  "EBITDA" shall mean the amount determined on a
consolidated basis for Holdings and the Company (as reflected on
the consolidated financial statements of Holdings and the
Company) for the Measuring Fiscal Year equal to the consolidated
(i) income from operations, plus (ii) depreciation of its
property, plant and equipment and amortization of intangible
assets of Holdings and the Company.

          (g)  "Employee" shall mean an employee of the Company.

          (h)  "Fair Market Value" shall mean:

                              (i)  In the event of
                    a potential Change of Control
                    Payment, the aggregate net
                    cash proceeds received by
                    Holdings, the Company and/or
                    SFC (and its subsidiaries)
                    (after deducting all
                    transaction fees and expenses
                    incurred by Holdings, the
                    Company and/or SFC in
                    connection with such Change of
                    Control); and

                              (ii) In the event of
                    a potential Terminal Value
                    Payment, the Fair Market Value
                    of Holdings and the Company,
                    as of the Terminal Value
                    Measurement Date, as
                    determined by multiplying the
                    EBITDA of the Measuring Fiscal
                    Year by a factor of nine and a
                    half (9.5).  By way of
                    example, if the EBITDA of the
                    Measuring Fiscal Year equaled
                    $25.0 million, the Fair Market
                    Value would equal $237.5
                    million.

          (i)  "Fiscal Year" shall mean the calendar year ending
December 31, whether or not such period is the fiscal year end of
Holdings and the Company.

          (j)  "Holdings" shall mean MCC-DSD Holdings, Inc., a
Delaware corporation and the parent corporation of the Company.

          (k)  "Measuring Fiscal Year" shall mean the Fiscal Year
of Holdings and the Company ending December, 2000.

          (l)  "Participant" shall mean an Employee designated by
the Board of Directors to participate in the Plan.

          (m)  "Participant Award" shall mean an award granted by
the Board of Directors to a Participant pursuant to Section 3 of
a specified Participation Rate, as evidenced by the issuance of a
Participant Award Agreement by the Company in favor of the
Participant.

          (n)  "Participant Award Agreement" shall mean an
agreement in the form of Exhibit A.

          (o)  "Participation Rate" shall mean, with respect to
any Participant, the Threshold Participation Rate, if any, plus
the Value Increase Participation Rate awarded to such Participant
pursuant to his or her Participant Award.

          (p)  "Plan" shall mean the Mother's Cake & Cookie Co.
Supplemental Long Term Incentive Plan, as may be amended from
time to time.

          (q)  "SFC" shall mean Specialty Foods Corporation, the
parent corporation of Holdings and the Company.

          (r)  "Terminal Value Measuring Date" shall mean December 31,
               2000.
          
          (s)  "Terminal Value Payment" shall mean a payment to
be made to a Participant in accordance with Section 4(b).

          (t)  "Threshold Participation Rate" shall mean,  with
respect to any Participant, the percentage of the Threshold
Amount, if any, granted to such Participant pursuant to his or
her Participant Award.

          (u)  "Threshold Value" shall mean an amount equal to
$216 million.

          (v)  "Value Increase Participation Rate" shall mean,
with respect to any Participant, the percentage of the Value
Increase Amount granted to such Participant pursuant to his or
her Participant Award.

          (w)  "Value Increase Amount" shall mean:

                              (i)  In determining
                    the amount of a Change of
                    Control Payment, an amount
                    equal to the Fair Market Value
                    as determined in connection
                    with such Change of Control
                    minus the Threshold Value; or

                              (ii) In determining
                    the amount of a Terminal Value
                    Payment, an amount equal to
                    the Fair Market Value as
                    determined at the Terminal
                    Value Measurement Date minus
                    the Threshold Value.

     Section 3.     Eligibility.  Participants in the Plan shall
be designated by the Board of Directors (provided that such
Authority may be designated to SFC and by SFC to the Company) and
shall consist of those Employees (whether or not employed on the
Effective Date) who, in the sole discretion of the Board of
Directors, have the potential to make a significant impact on the
financial results of Holdings and the Company.  The Board of
Directors' designation of an Employee as a Participant and the
grant of a Participation Award to a Participant shall be
evidenced by an instrument or instruments in the form of the
Participant Award Agreement.  Participation Awards previously
granted to Participants which have been forfeited pursuant to
Section 6 due to termination of employment may be regranted to
other Participants.  There is no minimum or maximum number of
Participant Awards that may be granted to a Participant.

     Section 4.     Awards.

          (a)  Change of Control Payment.  In the event of a
Change of Control, each Participant that has received a
Participant Award shall become entitled to receive an amount
equal to such Participant's Threshold Participation Rate, if any,
multiplied by the Threshold Amount  plus such Participant's Value
Increase Participation Rate multiplied by the Value Increase
Amount (as determined in connection with such Change of Control).
Such amounts shall be paid in accordance with Section 5(a).

          (b)  Terminal Value Payment.  In the event that a
Change of Control has not occurred prior to June 1, 2001, each
Participant that has received a Participant Award shall become
entitled to receive an amount equal to such Participant's
Threshold Participation Rate, if any, multiplied by the Threshold
Amount plus such Participant's Value Increase Participation Rate
multiplied by the Value Increase Amount (as determined as of the
Terminal Value Measurement Date).  Such amounts shall be paid in
accordance with Section 5(b).

          (c)  Offset for Deferred Bonus Payments.  The amount of
each Participant Award shall be reduced by the amount of any
retention bonus payments under the 1999-2000 Retention Bonus Plan
made to each such Participant by the Company or SFC if so
specified in such Participant's award.

     Section 5.     Time and Form of Award Payments.

          (a)  Timing of Payment; Change in Control.  Awards
payable under the Plan as a result of a Change in Control shall
be paid to Participants by the Company no later than ninety (90)
days following the occurrence of such Change of Control.

          (b)  Timing of Payment; Terminal Value Payment Date.
Awards payable under the Plan in the event a Change of Control
has not occurred by June 1, 2001 shall be paid to Participants by
the Company in one installment to be paid on June 1, 2001.

          (c)  Eligibility.  Except as set forth in Section 6
below, a Participant must be an Employee at the time a payment is
due in order to receive such payment.

          (d)  Method of Payment.  All awards shall be paid in
cash, without interest thereon.

          (e)  Termination of Plan Upon Payment.  Participants
shall be entitled to not more than one payment under this Plan.
Upon a Change of Control Payment or Terminal Value Payment, this
Plan shall terminate and shall be of no further force or effect.

     Section 6.     Termination of Employment.

          (a)  Change of Control.  To receive a Change of Control
Payment, a Participant  must remain employed by the Company
through the occurrence of a Change of Control and for a period of
ninety (90) days thereafter, unless following such Change of
Control but prior to the end of such ninety (90) day period, the
Participant dies or becomes disabled (as defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended) or is
terminated by the Company or its successor for any reason other
than cause, in which case such Participant (or his beneficiary)
shall be paid in accordance with the terms of the Plan.

          (b)  Terminal Value Payment.  To receive a Terminal Value
               Payment, a Participant must remain employed by the Company
               through June 1, 2001.

     Section 7.     Administration.  The Plan shall be
administered by the Board of Directors.  The Board may establish
rules and regulations for the administration of the Plan, impose
conditions with respect to competitive employment or other
activities with respect to any such awards, and establish the
written form to be used to evidence such awards.  The Board of
Directors shall have full authority to construe and interpret the
terms and provisions of the Plan, to adopt, alter, waive and
repeal such administrative rules, guidelines and practices
governing the Plan and to perform all acts, including delegation
of its responsibilities, as it shall, from time to time, deem
advisable, and to otherwise supervise the administration of the
Plan.  All such rules, regulations and interpretations relating
to the Plan which are adopted by the Board of Directors shall be
conclusive and binding on all parties.  The Board of Directors
may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Award granted hereunder, in
the manner and to the extent it shall deem necessary to carry the
Plan into effect.  No member of the Board of Directors or any
person or committee to whom responsibilities are delegated shall
be liable for any action or determination made in good faith with
respect to the Plan.

     Section 8.     Adjustments.  In the event of any
acquisition, divestiture or other corporate transaction of any
kind involving the Company or its subsidiaries (which does not
constitute a Change of Control) which the Committee, in its sole
discretion, reasonably determines to be of such a kind or nature
as to make appropriate an amendment or adjustment to the Plan or
any Participation Awards granted thereunder in order to
effectuate the intent and purposes of the Plan, the Committee
may, in its sole discretion, make such amendment or adjustment.

     Section 9.     Amendments and Termination.  The Board of
Directors may amend or terminate the Plan at any time; provided,
however, that, except as set forth in Section 8, no such
amendment or termination shall materially and adversely impair
the rights of any Participant hereunder without the written
consent of Participants who, as of the time of such amendment or
termination, hold the right to receive at least 66% of the total
amounts which may then be payable pursuant to all of the
Participant Awards which remain outstanding at such time;
provided, however, that nothing contained herein shall limit or
restrict the discretionary powers granted to the Board of
Directors in Sections 1 through 8 hereof.

     Section 10.    Miscellaneous.

          (a)  No Right to Awards or Continued Employment.  No
Employee shall have any claim or right to be granted an award
under the Plan.  Neither this Plan nor any action taken hereunder
shall be construed as giving any Employee any right to be
retained in the employ of the Company or any subsidiary or
affiliate thereof.  Each Employee acknowledges that he or she is
an "at-will" employee of the Company.  Each Employee further
acknowledges that nothing contained herein shall alter such "at-
will" employment status.

          (b)  No Rights of a Stockholder.  The receipt of
Participant Awards by a Participant shall not entitle the
Participant to vote, to receive dividends or distributions, to
audit or review the Company's books and records, or to otherwise
act as a stockholder of the Company.

          (c)  Unfunded Plan.  The Company shall not 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
the Plan.

          (d)  Taxes/Other Deductions.  The Company shall have
the right to deduct from all awards paid under the Plan any
federal, state or local taxes required by law to be withheld with
respect to such payments.  In addition, the Company shall have
the right to deduct from all awards paid under the Plan to a
Participant any amounts owed by such Participants to the
arbitrator pursuant to the provisions of Section 2(h).

          (e)  Relationship to Other Benefits.  No payment under
the Plan shall be taken into account in determining any benefits
to which a Participant may be entitled under any bonus, pension,
profit sharing, group insurance or other compensation or benefit
plan, program or arrangement of the Company or any of its
affiliations.

          (f)  Nontransferability.  No award made hereunder may
be assigned, pledged or transferred, except, in the event of
death of a Participant, by will or the laws of descent and
distribution, and any attempt to assign, pledge or transfer such
rights shall be void.  Any payments required under the Plan
during a Participant's lifetime shall be made only to the
Participant.  In the event any conflicting demands are made upon
the Company with respect to any payments due as a result of this
Plan, provided that the Company shall not have received prior
written notice that said conflicting demands have been finally
settled by court adjudication, arbitration, joint order or
otherwise, the Company may pay to the Participant any and all
amounts it determines to be due hereunder and thereupon the
Company shall be fully relieved and discharged of any further
duties or liabilities under the Plan with respect to such
payment.

          (g)  Governing Law/Jurisdiction.  This Plan shall be
governed by, and construed in accordance with, the laws of the
State of Illinois applicable to agreements made and to be
performed entirely within such State (without regard to any
conflict of law provisions that might indicate the applicability
of any other laws).  SFC, the Company and each Participant who is
granted a Participant Award (as a condition to such grant) hereby
irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the courts of the State of Illinois and
of the United States of America located in the City of Chicago
for any actions, suits or proceedings arising out of or relating
to the Plan and agrees not to commence any action, suit or
proceeding relating hereto except in such courts.  The parties
hereby irrevocably and unconditionally waive any objection to the
laying of venue of any action, suit or proceeding arising under
the Plan in the courts of the State of Illinois or the United
States of America located in the City of Chicago, and hereby
further irrevocably and unconditionally waive and agree not to
plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an
inconvenient forum.
          (h)  Expenses.  The Company shall bear all expenses
incurred in connection with the administration of the Plan, but
shall not be responsible for taxes or other expenses incurred by
the Participants.

          (i)  Entire Agreement.  This Plan and the Exhibit A
applicable to each Participant set forth the entire agreement and
understanding of  the parties relating to the subject matter
hereof, and supersede 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 of inducement not so set forth.

     Section 11.    Effective Date.  Subject to the approval of
the Board of Directors, this Plan shall become effective as of
March 15, 1999.

EXHIBIT A


Date of Grant:
Participant:
Participation Rate:
Control Number:

MOTHER'S CAKE & COOKIE CO.
SUPPLEMENTAL LONG TERM INCENTIVE PLAN


     PARTICIPATION AWARD AGREEMENT dated as of March __,
1999 by and between MOTHER'S CAKE & COOKIE CO., a California
corporation (the "Company"), and ______________________ (the
"Participant").

     All words and phrases not otherwise expressly defined
herein shall have the same meanings as are ascribed to such
words and phrases in the Mother's Cake & Cookie Co.
Supplemental Long Term Incentive Plan (the "Plan").

     The Board of Directors has determined that the
objectives of the Plan will be furthered by granting to the
Participant Participation Units in the Plan.

     In consideration of the foregoing and of the mutual
undertakings set forth in this Agreement, the Company and
the Participant agree as follows:

     Section 1 Grant of Participation Unit.  Subject to the
provisions of the Plan and this Agreement, the Company
hereby grants to the Participant a [Threshold Participation
Rate and a] Value Increase Participation Rate under the Plan
equal to [the sum of] the following:
                    [a.  an amount equal to________ percent
               (__%) of the Threshold Value (the "Threshold
               Participation Rate"); plus

                    b.]  an amount equal to _______ percent
               (__%) of the Value Increase Amount (the
               "Value Increase Participation Rate").

[Only to the extent applicable, as determined by the Board
in its discretion:  Notwithstanding anything herein to the
contrary, the amount of an award payable to a Participant
under this Plan shall be reduced by the amount of any
payments made under the 1999-2000 Retention Bonus Program to
such Participant by the Company or SFC.]

     Section 2 Plan Provisions to Prevail.  This Agreement
shall be subject to all of the terms and provisions of the
Plan, which are incorporated hereby and made a part hereof.
In the event there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of
the Plan shall govern.

     Section 3  Participant's Acknowledgments.  The
Participant agrees and acknowledges that he has received and
read a copy of the Plan, and accepts this grant upon all of
the terms thereof.

     Section 4  Non-Transferability.  No grant to the
Participant under the Plan shall be assignable or
transferable by the Participant (whether by operation of law
or otherwise and whether voluntarily or involuntarily),
other than by will or by the laws of descent and
distribution.  During the lifetime of the Participant, all
rights granted to the Participant under the Plan shall be
exercisable only by the Participant.

     Section 5 Notices.  Any notice to be given to SFC
hereunder shall be in writing and shall be addressed to
Specialty Foods Corporation,  520 Lake Cook Road, Deerfield,
IL  60015, Attention: Vice President and General Counsel or
at such other address as SFC may hereafter designate to the
Participant by notice as provided herein.  Any notice to be
given to Mother's hereunder shall be in writing and shall be
addressed to Mother's Cake & Cookie Co., 810 81st Avenue,
Oakland, CA  94621, Attention: Vice President - Human
Resources.  Any notice to be given to the Participant
hereunder shall be addressed to the Participant at the
address of the Participant's principal place of employment
or at such other address as the Participant may hereafter
designate to SFC by notice as provided herein.  Notices
hereunder shall be deemed to have been duly given when
received by personal delivery or by registered or certified
mail to the party entitled to receive the same.

     Section 6 Successors and Assigns.  This Agreement shall
be binding upon and inure to the benefit of the parties
hereto and the successors and assigns of the Company and, to
the extent set forth in the Plan, the heirs and personal
representatives of the Participant.

     Section 7 Modifications to Agreement.  This Agreement
may not be altered, modified, changed or discharged, except
by a writing signed by or on behalf of both the Company and
the Participant.

     IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date and year first above written.
                              MOTHER'S CAKE, & COOKIE CO.,
                              a California corporation


                              By:     /s/ Patrick O'Dea  
                              Name:     Patrick O'Dea
                              Title:    President and Chief
                              Executive Officer
Agreed to and Accepted:


Participant