EXHIBIT 10.85






                 SPECIALTY FOODS CORPORATION
                              
                              
                      ANNUAL BONUS PLAN
                            1999

                     ___________________




ANNUAL BONUS PLAN

1.  PURPOSES

Specialty Foods Corporation ("SFC") has established the
Annual Bonus Plan (the "Plan") as a vehicle for motivating
and rewarding designated executives whose responsibilities
have a significant impact on the key short-term business
objectives of SFC and its Subsidiaries (as hereinafter
defined).  Annual incentive awards are determined by the
relative success of SFC and its Business Units (as
hereinafter defined) in achieving specific annual financial
objectives.  The Plan provides the opportunity for
participants to receive incentive compensation when
financial results meet or exceed these pre-established
goals.


2.  DEFINITION OF TERMS

The following defined terms will have the meanings set forth
below for purposes of the Plan:

a.   Annual Salary shall mean the annualized base salary in
     effect for a Participant on December 31, 1999.

b.   Award shall mean the cash payment made to Participants
     under the Plan.

c.   Business Unit shall mean a subsidiary or a group of
     subsidiaries for which a target bonus is established by
     SFC.  For purposes of this Plan, "Business Unit" shall
     mean [Andre-Boudin Bakeries, Inc.] [Metz Baking
     Company] [Mother's Cake and Cookie Co. and Archway
     Cookies. L.L.C.].

d.   Cause shall mean the Participant's admission or
     conviction of a felony, the Participant's commission of
     an act of dishonesty in the course of his or her
     duties, the Participant's repeated disregard of policy
     directives of SFC or the Subsidiaries, or the
     Participant's breach of his or her fiduciary
     responsibilities or duties as an employee of SFC or the
     Subsidiaries.

e.   Compensation Committee shall mean the committee
     designated as such by the Board of Directors of SFC.

f.   EBITDA shall mean, with respect to any Business Unit,
     an amount reasonably determined by SFC as such Business
     Unit's income from operations (including annual bonus
     accruals as an expense), plus depreciation of property,
     plant and equipment, and amortization of intangible
     assets, but not including gain/loss on asset sales.
     The actual incremental 1999 EBITDA benefits related to
     acquisitions made in 1999, if any, will be excluded for
     purposes of determining 1999 EBITDA.

g.   Participant shall mean an employee designated by the
     Compensation Committee to participate in the Annual
     Bonus Plan, provided the authority to designate
     Participants may be delegated by the Compensation
     Committee to SFC and by SFC to the Business Units.

h.   Plan shall mean this Annual Bonus Plan.

i.   Plan Year shall mean January 1, 1999 through December
     31, 1999.

j.   SFC shall mean Specialty Foods Corporation.

k.   Subsidiary shall mean a direct or indirect subsidiary
     of SFC which is included in SFC's consolidated tax
     return.


3.  ELIGIBILITY FOR PARTICIPATION

An Award may be granted for the Plan Year to each
Participant who is in active service during the Plan Year;
provided, however, that such Participant has completed at
least two months of active service with SFC or a Subsidiary
during the Plan Year.  Except in the case of death,
disability or retirement, a Participant must be employed by
SFC or a Subsidiary on December 31 of the Plan Year to
receive an Award.

The Award applicable to a Participant otherwise eligible to
receive an Award under the Plan shall be prorated over the
Plan Year, or the Participant shall be ineligible to receive
an Award for the Plan Year, as determined below:


(1)  promotion into or demotion from  -   prorate Award from the date of
     a level of management eligible       entrance or exit
     for Awards after the beginning   
     of the Plan Year

(2)  receipt of disability benefits   -    prorate Award to the
     for more than six months in the       nearest month based on
     Plan Year under SFC's or any          time of service while not
     Subsidiary's disability plan          receiving disability
                                           benefits

(3)  receipt of disability benefits   -    no reduction in applicable
     for six months or less in the         Award
     Plan Year under SFC's or any
     Subsidiary's disability plan

(4)  normal retirement, early         -    prorate Award based on the date
     retirement with the approval of       of retirement or transfer
     SFC or transfer to another
     Subsidiary during the Plan Year

(5)  leave of absence during the      -    prorate Award based on the date 
     Plan Year                             when the leave commences

(6)  death during the Plan Year       -    prorate Award to date of death

(7)  early retirement during the      -    no Award
     Plan Year without the approval
     of SFC

(8)  resignation during the Plan      -    no Award
     Year

(9)  demotion during the Plan Year    -    no Award
     because of unsatisfactory
     performance to a position that
     is not covered

(10) termination without Cause        -    no Award
     during the Plan Year

(11) dismissal for Cause during or    -    no Award
     after the Plan Year (but before
     payment) by SFC or a Subsidiary
     
Notwithstanding any other provision of the Plan, with
respect to eligible Participants transferred between
Subsidiaries during the Plan Year, the Subsidiary last
employing the Participant during the Plan Year shall
determine and pay the entire annual Award, if any, for the
Plan Year.  SFC shall have discretion in making any
accounting allocations between Subsidiaries to properly
reflect time spent with each Subsidiary.


4.  PERFORMANCE MEASUREMENT

The standard used to determine performance of the Business
Unit will be EBITDA of such Business Unit.  One hundred
percent (100%) of the target is based on EBITDA performance.
The threshold (minimum), target and maximum EBITDA
objectives for the Business Unit have been recommended by
the Chief Executive Officer of SFC and approved by the
Compensation Committee and are reflected in the attached
schedule entitled "1999 Annual Bonus Plan Payout Schedule."


5.  INCENTIVE AWARD GUIDELINES

Target incentive awards will be expressed as a percent of
annualized salary (e.g., 10%).  These percentages determine
the amount that will be paid in the event that the
performance of the applicable Business Unit meets
objectives.  Target incentive awards will be established for
various levels of Participants.  Maximum award opportunities
will be set for the Business Unit.  However, this maximum
award may be exceeded with approval of the Compensation
Committee.  Threshold (minimum) performance (at which a
Participant receives 0% bonus) will also be set for the
Business Unit.  See attached schedule entitled "1999 Annual
Bonus Plan Payout Schedule" for the target incentive awards
and threshold levels established for the Business Unit for
this Plan Year.

To determine the Awards for actual performance between the
threshold, target and maximum EBITDA targets set by the
Compensation Committee, a percent of the target award will
be calculated by means of interpolation (see attached
schedule entitled "1999 Annual Bonus Plan Payout Schedule").


6.  ADMINISTRATIVE GUIDELINES

a.   Adjustments in Financial Performance Measurements

In order to effectuate the purpose of the Plan, the
Compensation Committee may make adjustments in the criteria
established for the Plan Year which reflect any
extraordinary changes that may have occurred during the Plan
Year or which significantly alter the basis upon which such
performance levels were determined.  Such changes may
include, without limitation, changes in acquisitions,
accounting practices, tax, regulatory or other laws or
regulations, divestitures, financings, or economic changes
not in the ordinary course of business cycles.  Any
adjustments made by the Compensation Committee can be made
at any time and in any manner that the Compensation
Committee in its sole discretion deems appropriate, and any
and all such adjustments shall be conclusive and binding
upon all parties concerned.

b.   Approval and Payment of Bonus Awards

Award payments are subject to the approval of the
Compensation Committee and will normally occur concurrently
with payment for the last pay period in February of the year
following the Plan Year.  Payments will normally be made by
ordinary payroll methods.

Except in the case of death, disability or retirement, a
Participant must be employed by SFC or a Subsidiary on
December 31 of the Plan Year to receive an Award.  In cases
of death, disability or retirement, the Participant or the
designated beneficiary (as designated with respect to a
Participant's life insurance policy held through SFC or a
Subsidiary) shall receive the Award to the extent and in the
amount specified in the Section 3 entitled "Eligibility for
Participation."

7.  GENERAL RULES

a.   Effective Date.  This Plan shall have an effective date
     of January 1, 1999.

b.   Amendment.  The Plan has been adopted by the Board of
     Directors of SFC and may be amended from time to time,
     in any respect, by such Board.  Any such amendment may
     add to, amend, reduce or cancel any and all rights in
     regard to the Plan.

c.   Accruals.  SFC reserves the right, in its sole
     discretion, to determine the nature and amount of all
     accruals that are to be recorded on the books of the
     Subsidiaries at the end of a Plan Year.

d.   Administration.  The Vice President and General Counsel
     of SFC shall be responsible for the general operation
     and administration of the Plan and shall have the
     authority to interpret the Plan and to adopt
     administrative rules and regulations governing its
     operation.

e.   Termination.  The Plan may be terminated at any time by
     the Board of Directors of SFC.  Upon such termination,
     all rights of a Participant to amounts not then awarded
     to Participants shall be null and void.  However,
     amounts previously accrued through the date of the Plan
     termination based pro rata on EBITDA shall not be
     affected.

f.   Continued Employment.  Participation in the Plan shall
     not give any employee any right to remain in the
     employment of SFC or any Subsidiary.  The Plan is not
     to be construed as a contract of employment for any
     period and does not alter the "employee-at-will"
     employment status of any Participant.

g.   Employment Taxes.  Award payments under the Plan shall
     be treated as wages and shall be subject to income,
     FICA and any other applicable withholding taxes and
     deductions at the time received as required by
     applicable law or regulation, as in effect from time to
     time.

h.   Employment Agreements.  If a Participant is party to an
     employment agreement, the terms of which relate to
     annual bonuses and which are inconsistent with the
     terms of this Plan, the terms of such employment
     agreement shall govern to the extent of such
     inconsistency.

i.   Unfunded Plan.  The obligations under this Plan shall
     be unfunded.  Neither SFC nor any of the 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 Plan.

j.   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.

k.   Assignment.  Participants shall not assign any rights
     granted to them by the terms of this Plan or encumber
     in any way their interests herein; provided, however,
     that in the event of a Participant's death, any
     payments then due and owing will be made when due as
     provided in Section 6(b) entitled "Approval and Payment
     of Bonus Awards."

l.   Effect of Plan.  This Plan shall have a term expiring
     on the earlier of (1) the date on which all Awards
     earned under the Plan, if any, are paid to Participants
     and (2) the date on which a determination is made by
     the Compensation Committee that no Awards have been
     earned under the Plan (provided that the authority to
     determine that no Awards have been earned under the
     Plan may be delegated by the Compensation Committee to
     SFC and by SFC to the Business Unit.)  At such time,
     the Plan shall expire and be of no further force or
     effect.

m.   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 Plan and the
     performance of the obligations imposed by this Plan.
     The parties hereby waive their rights to request or
     demand a trial by jury in the event controversy arises
     under this Plan.

n.   Headings.  The headings used herein are for reference
     purposes only and shall not in any way affect the
     meaning or interpretation of this Plan.