Exhibit 10.46


                                   October 27, 1997



Mr. Lawrence S. Benjamin
787 E. Illinois Road
Lake Forest, Illinois  60045

Dear Larry:

     We are pleased to inform you that you are eligible to
participate in a deferred 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.   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 $538,757.00 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 Plans
dated October 22, 1997 be included in calculating the amount of
the Deferred Bonus.  Notwithstanding the foregoing, any amounts
paid to you under the 1997 Stella Bonus Plan shall 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 SFC LTI
Plan), (y) the date of which the first installment is paid under
the LTI Plan, 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 SFC
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 prior to such date you are Terminated without 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); and

          (b)  To earn the right to receive the Second Payment,
you must remain employed by the Company through January 15, 2000
unless prior to such date you are Terminated without Cause or
Voluntarily Terminate with Good Reason prior to such date.

     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.

     4.   Unfunded Plan.  The Company's obligations under this
Agreement shall be unfunded.  Neither the Company or 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, 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,

                                   SPECIALTY FOODS CORPORATION


                                   By:  /s/ Robert B. Aiken
                                   Name:     Robert B. Aiken
                                   Title:    Vice President


Agreed to this 27th day of October, 1997


/s/ Lawrence S. Benjamin
Lawrence S. Benjamin


EXHIBIT A


Deferred Bonus Plan
Lawrence S. Benjamin




Year Earned                      Bonus Paid
1994                             $137,500
1995                             257,257
1996                             144,000(1)
Total                            $538,757




______________________
(1)  Includes $72,000 of Deferred Bonus payable 1/15/98.