EXHIBIT 10.64





                                           July 15, 1997



Mr. William Day
c/o Stella Foods, Inc.
1088 Springhurst Drive
Green Bay, Wisconsin  54304-9024

Dear Bill:


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

     1.   Deferred Bonus Payment.

          (a)  Subject to the provisions of Section 2, you are
eligible to receive a one-time bonus (the "Deferred Bonus") in an
amount equal to the sum of:

               (i)  The aggregate gross amount of cash
                    payments which you have already received
                    from the SFC Companies for annual bonus
                    payments covering the fiscal years 1994
                    through 1996 (the "Retroactive Bonus").
                    You and the Company agree that the
                    amount of the Retroactive Bonus which
                    you have received equals $137,690.00 and
                    consists of the payments set forth on
                    Exhibit A hereto; and
               
               (ii) The aggregate gross amount of cash
                    payments which you receive from the SFC
                    Companies for annual bonus payments
                    covering the fiscal years 1997 and 1998
                    (the "Future Bonus").  The amount of the
                    Future Bonus shall be reasonably
                    determined by the Company in a manner
                    consistent with the calculation of the
                    Retroactive Bonus (as set forth herein).
                    In no event shall any payments made to
                    you (x) for base salary, (y) under the
                    Long Term Incentive Compensation Plan of
                    any of the SFC Companies dated July 11,
                    1997 (the "LTI Plans"), or (z) under the
                    Divestiture Award Bonus Plan dated July
                    15, 1997 be included in calculating the
                    amount of the Deferred Bonus.

          (b)  The amount of the Deferred Bonus payable to you
shall be reduced by the amount of any payments made to you under
the LTI Plans.  In the event that payments made to you under the
LTI Plans exceed the amount of the Deferred Bonus, no amounts of
Deferred Bonus shall be payable to you hereunder.

          (c)  The Deferred Bonus (as reduced by the LTI Plan
payments pursuant to clause (b)) shall be paid as follows:

               (i)  Forty percent (40%) of such amount shall
                    be paid on the earliest of (x) the date
                    occurring ninety (90) days after a
                    Change in Control of the Company (as
                    defined in the Stella LTI Plan), (y) the
                    date of which the first installment is
                    paid under the LTI Plans, and (z) March
                    31, 1999 (the "First Payment"); and
               
               (ii) The remaining sixty percent (60%) of
                    such amount shall be paid on the
                    earliest of (x) the date occurring
                    ninety (90) days after a Change in
                    Control of the Company (as defined in
                    the Stella LTI Plan), (y) the date on
                    which the second installment is paid
                    under the LTI Plans, and (z) March 31,
                    2000 (the "Second Payment").

     2.   Conditions.  The payment of all or any part of the
Deferred Bonus potentially payable to you hereunder is expressly
conditioned upon the satisfaction of the following conditions:

          (a)  To earn the right to receive the First Payment,
you must remain employed by the Company through January 15, 1999,
unless (i) you are terminated by the Company prior to such date
for other than cause or (ii) you are terminated by the Company
(for other than cause) or resign following a Change in Control;
and

          (b)  To earn the right to receive the Second Payment,
you must remain employed by the Company through January 15, 2000,
unless (i) you are terminated by the Company prior to such date
for other than cause or (ii) you are terminated by the Company
(for other than cause) or resign following a Change in Control.

          For purposes of this Agreement, "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 repeated 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.

     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, 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.

     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 Stella Foods, Inc., 25 Tri-State
International Office Center, Suite 250, Lincolnshire, Illinois
60069, Attention:  Vice President, Human Resources, 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, 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.

     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.

     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,

                                   STELLA FOODS, INC.


                                   By:  /s/  Lawrence S. Benjamin
                                   Name:     Lawrence S. Benjamin
                                   Title:    President & CEO


Agreed to this 15th day of July, 1997

 
    /s/  William Day
Name:    William Day
Address:
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                            EXHIBIT A


                       Deferred Bonus Plan
                           William Day



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

          1994                           $           0

          1995                                  76,440

          1996                                  61,250

         Total                                $137,690