EXHIBIT 10.52


                                              March 15, 1999


Mr. Lawrence S. Benjamin
c/o Specialty Foods Corporation
520 Lake Cook Road, Suite 550
Deerfield, IL 60015

Dear Larry:

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

     1.   Retention Bonus Payment.

          (a)  Subject to the provisions of Section 2, you
are eligible to receive a one-time bonus (the "Retention
Bonus") in an amount equal to the aggregate gross amount of
cash payments which you receive from the SFC Companies for
annual bonus payments covering the fiscal years 1999 and
2000.  In no event shall any payments made to you (x) for
base salary or (y) or under any other plan, agreement, award
or bonus, other than the Annual Bonus Plan, be included in
calculating the amount of the Retention Bonus.


          (b)  The entire amount of the Retention Bonus
shall be paid on the earlier of (x) the date occurring
ninety (90) days after a Change of Control of SFAC or the
Company and (y) March 31, 2001.

     2.   Conditions.  The payment of all or any part of the
Retention Bonus potentially payable to you hereunder is
expressly conditioned upon your continued employment with
the Company through March 31, 2001, unless you are
terminated by the Company prior to such date for other than
Cause or you Voluntarily Terminate with Good Reason (as each
such term is defined in your Employment Agreement in effect
with SFC on the date hereof).

     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.
Except as otherwise provided in your Employment Agreement,
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 nor
any of its 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
Specialty Foods Corporation, 520 Lake Cook Road, Suite 550,
Deerfield, IL 60015, Attention: Vice President and General
Counsel, 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, 2001, 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.

     11.  Definition of Change of Control.  "Change of
Control" shall mean (i) with respect to Specialty Foods
Acquisition Corporation ("SFAC") or the Company, a
transaction pursuant to which a person or group (as such
term is used in Section 13(d)(3) of the Securities Exchange
Act of 1934), other than Acadia Partners, L.P., Keystone,
Inc., HWP Specialty Partners, L.P. and their respective
"affiliates" (as such term is defined in Section 2.1 of the
Principal Stockholders Agreement, dated as of August 16,
1993, among SFAC and its principal stockholders) (such
person or group being a "Non-Affiliate"), acquires the
collective ability to designate directly or indirectly a
majority of the members of the board of directors of SFAC or
SFC (whether by contract or otherwise), and (ii) with
respect to the Company, a transaction (including a sale,
merger, or other similar transaction, but excluding any
transaction among only SFAC, SFC and/or their subsidiaries)
(x) pursuant to which all or substantially all the assets of
the Company (as exist on the date hereof) are sold to Non-
Affiliates, (y) pursuant to which Non-Affiliates acquire the
collective ability to designate directly or indirectly a
majority of the Board of Directors of Holdings or the
Company (whether by contract or otherwise) or (z) which the
committee determines, in its discretion, to constitute a
Change of Control.

     12.  Entire Agreement.  This Agreement sets forth the
entire agreement and understanding of the parties relating
to the subject matter hereof, and supersedes 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 or inducement not so set forth.

     13.  Amendments.  This Agreement may be amended,
modified, superseded, canceled, renewed or extended and the
terms or covenants hereof may be waived, only by a written
instrument executed by the parties hereto, or in the case of
a waiver, by the party waiving compliance.  The failure of a
party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a
later time to enforce the same.  No waiver by either party
of the breach of any term or covenant contained in this
Agreement, whether by conduct or otherwise, in any one or
more instances, shall be deemed to be, or construed as, a
further or continuing waiver of any such breach, or a waiver
of the breach of any other term or covenant contained in
this Agreement.

     14.  Headings.  The section headings contained herein
are for reference purposes only and shall not in any way
affect the meaning or interpretation of 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,



                              SPECIALTY FOODS CORPORATION


                              By:  /s/  David E. Schreibman
                              Name:     David E. Schreibman
                              Title:    Vice President and
                                        General Counsel

Agreed to this ___ day of March, 1999


   /s/ Lawrence S. Benjamin
Name:  Lawrence S. Benjamin
Address:______________________
     ________________________
     ________________________