Exhibit 10.77

MOTHER'S CAKE & COOKIE CO.

SUPPLEMENTAL
LONG TERM INCENTIVE PLAN

Adopted as of December 20, 1997.


     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 promoting
cooperation and teamwork among management; and (c) provide
executives with a direct economic interest in the attainment of
long term business objectives.

     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, with respect to
Holdings 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 SFC, acquires (x)
the collective ability to designate, directly or indirectly, a
majority of the members of the board of directors of the Company
(whether by contract or otherwise), or (y) all or substantially
all the assets of the Company.

          (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.

          (e)  "Effective Date" shall mean October 31, 1997.

          (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 (9).  By way of
example, if the EBITDA of the Measuring Fiscal Year equaled $18.0
million, the Fair Market Value would equal $162.0 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 percentage of the Value Increase Amount
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(a).

          (t)  "Threshold Value" shall mean an amount equal to
$100 million.

          (u)  "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 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 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 the Terminal Value
Measurement Date, each Participant that has received a
Participant Award shall become entitled to receive an amount
equal to such Participant's 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)  Example.  Exhibit B-1 contains an example of a
calculation of a hypothetical Participant's Award following a
Change of Control.  Exhibit B-2 contains an example of a
calculation of a hypothetical Participant's Award upon the
occurrence of the Terminal Value Measurement Date.

     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 Measurement
Date.  Awards payable under the Plan as a result of the
occurrence of the Terminal Value Measurement Date shall be paid
to Participants by the Company in one installment to be paid no
later than March 31, 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)  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 March 31, 2001, unless following the Terminal Value
Measurement Date but prior to March 31, 2001, 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 in interest 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.

     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.

     Section 11.    Effective Date.  Subject to the approval of
the Board of Directors, this Plan shall become effective as of
December 20, 1997.

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 _______, 1997 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 have 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 Participation Rate under the Plan
equal to __% of the Value Increase Amount.

     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,
including, without limitation, the provisions of Section 10(b)
and (c) no member of the Board of Directors shall be liable for
any action or determination made in good faith with respect to
the Plan or any award thereunder.

     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, 25 Tri-State International Office Center, Suite 250,
Lincolnshire, IL  60069, Attention:  Vice President, Human
Resources or at such other address as SFC may hereafter designate
to the Participant by notice as provided herein.  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:
___________________________
                                   Name:     John R. Reisenberg
                                   Title:    Vice President

Agreed to and Accepted:

________________________
Participant


EXHIBIT B - 1

EXAMPLE OF CHANGE OF CONTROL PAYMENT


Assumptions:

Gross Proceeds Received by SFC:       $185.0 MM

Transaction Fees and Expenses:        $5.0 MM


Participant has a Participation Rate equal to:  .15% of Value
Increase Amount.

Calculations:

1.   Net Proceeds:  ($185.0 MM - $5.0 MM) = $180 MM
2.   Value Increase Amount:  ($180.0 MM - $100.0 MM) = $80.0 MM
3.   Participant Award:  $80.0 MM x .15%            = $120,000

Participant will receive the entire award of $120,000 within
ninety (90) days of Change of Control.


EXHIBIT B - 2

EXAMPLE OF TERMINAL VALUE PAYMENT


Assumptions:

EBITDA from Measuring Fiscal          $20.0 MM
Year:

Threshold Value:                      $100.0 MM


Participant has a Participation Rate equal to:  .15% of Value
Increase Amount.

Calculations:

1.   EBITDA from Measuring Fiscal Year:  $20.0 MM
2.   Threshold Value:  $100.0 MM
3.   Value Increase Amount:  ($20.0 MM x 9) - 100.0 MM =  $80.0
MM
4.   Participant Award:  80.0 MM x .15%          =  $120,000

Participant will receive the entire award of $120,000 on March
31, 2001.