EXHIBIT 10.33

Doc#:DS3:499372.1   31-073
Doc#:DS3:499372.1   31-073
                       AMENDMENT NO. 1 TO
         AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

          Amendment, dated as of December 16, 1996 (this
"Amendment") to the Amended and Restated Receivables Sale
Agreement, dated as of November 16, 1994 (the "Receivables Sale
Agreement") among Specialty Foods Finance Corporation, a Delaware
corporation (the "Company"), Specialty Foods Corporation, a
Delaware corporation, as master servicer (the "Master Servicer")
and each of the subsidiaries of the Master Servicer from time to
time party thereto (each a "Seller").

                      W I T N E S S E T H :

          WHEREAS, the parties hereto wish to amend the
Receivables Sale Agreement in the manner provided for in this
Amendment;

          NOW, THEREFORE, the parties hereto hereby agree as
follows:

          1.   Defined Terms.  Unless otherwise defined herein,
terms defined in the Receivables Sale Agreement shall have their
defined meanings when used herein, as the context requires.

          2.   Amendment of the Receivables Sale Agreement.  The
Receivables Sale Agreement is hereby amended as follows:  Article
VII of the Receivables Sale Agreement is hereby amended by adding
the following paragraph after Section 7(e):

          "(f)  a Responsible Officer of any Seller receives
     notice or becomes aware that a notice of Lien has been filed
     by the PBGC against such Seller, the Company or the Trust
     under Section 412(n) of the Internal Revenue Code or Section
     302(f) of ERISA for a failure to make a required installment
     or other payment to a plan to which Section 412(n) of the
     Internal Revenue Code or Section 302(f) of ERISA applies;
     or".

          3.   Conditions to Effectiveness.  This Amendment shall
become effective upon receipt by the Trustee of:

          (a)  a counterpart hereof, duly executed and delivered
     by each of the Company, the Master Servicer and the Sellers;
     and

          (b)  a consent to this Amendment, in the form of Annex
     A, from Capital Markets Assurance Corporation, as the
     Enhancement Provider for each of the Term Certificates,
     Series 1994-1, and the VFC Certificates, Series 1996-1.

          4.   Continuing Effect of the Receivables Sale
Agreement.  Except as expressly amended, modified and
supplemented hereby, the provisions of the Receivables Sale
Agreement are and shall remain in full force and effect.
          5.   GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAW.

          6.   Counterparts.  This Amendment may be executed in
two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of
which together shall constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed by their respective officers as of
the day and year first above written.

                         SPECIALTY FOODS FINANCE CORPORATION
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         
                         SPECIALTY FOODS CORPORATION, as Master
                         Servicer
                         
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         
                         BLOCH & GUGGENHEIMER, INC.
                         
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         BURNS & RICKER, INC.
                         
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         
                         B & G FOODS, INC.
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         
                         GAI'S SEATTLE FRENCH BAKING COMPANY
                         
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         
                         H&M FOOD SYSTEMS COMPANY, INC.
                         
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         
                         LANGENDORF BAKING CO. OF SEATTLE, INC.
                         
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         
                         METZ BAKING COMPANY (DE)
                         
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         
                         METZ BAKING COMPANY (IOWA)
                         
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         
                         MOTHER'S CAKE & COOKIE CO.
                         
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         
                         ROSELAND MANUFACTURING, INC.
                         
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         
                         SAN FRANCISCO SOURDOUGH BAKERIES
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         STELLA FOODS EAST, INC.
                         
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         
                         STELLA FOODS, INC.
                         
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
                         
                         TBP HOLDINGS, INC.
                         
                         By: /s/ Peter L. Sereda
                            Name: Peter L. Sereda
                            Title: Vice President & Treasurer
                         
     ANNEX A


                        [FORM OF CONSENT]

The Chase Manhattan Bank,
 as Trustee
450 West 33rd Street, 15th Floor
New York, New York  10001
Attention:  Structured Finance Services (ABS)

Dear Sirs:

          We refer to the Amendment, dated as of December 16,
1996 (the "Amendment"), to the Amended and Restated Receivables
Sale Agreement, dated as of November 16, 1994 (the "Receivables
Sale Agreement") among Specialty Foods Finance Corporation, a
Delaware corporation (the "Company"), Specialty Foods
Corporation, a Delaware corporation, as master servicer (the
"Master Servicer"), and each of the subsidiaries of the Master
Servicer from time to time party thereto.  We hereby certify that
we have been given adequate notice pursuant to Section 10.1 of
the Pooling Agreement.

          We hereby consent to the execution and delivery of the
Amendment (substantially in the form previously distributed to
us) by the Company, the Master Servicer and the Sellers on our
behalf.


                         Sincerely,
                         
                         CAPITAL MARKETS ASSURANCE CORPORATION
                         
                         
                         By:
                            Name:
                            Title:


Dated:  December __, 1996