EXHIBIT 10.39

10

11

Doc#:DS3:499362.1   31-073
Doc#:DS3:499362.1   31-073
               AMENDMENT NO. 1 TO SFC MASTER TRUST
                POOLING AND SERVICING AGREEMENTS

          Amendment, dated as of December 16, 1996 (this
"Amendment") to each of:

          (a)  the Pooling Agreement, dated as of November 16,
     1994 (the "Pooling Agreement"), among Specialty Foods
     Finance Corporation, a Delaware corporation (the "Company"),
     Specialty Foods Corporation, a Delaware corporation, as
     master servicer (the "Master Servicer"), and The Chase
     Manhattan Bank (formerly known as Chemical Bank), as trustee
     (in such capacity, the "Trustee"); and

          (b)  the Servicing Agreement, dated as of November 16,
     1994, among the Company, the Master Servicer, each of the
     subsidiaries of the Master Servicer from time to time party
     thereto (each a "Servicer") and the Trustee.

                      W I T N E S S E T H :

          WHEREAS, the parties hereto wish to amend the Pooling
Agreement and the Servicing 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 Pooling Agreement or the Servicing Agreement
shall have their defined meanings when used herein, as the
context requires.

          2.   Amendment of the Pooling Agreement.  The Pooling
Agreement is hereby amended as follows:

          (a)  Exhibit F to the Pooling Agreement (Form of Annual
     Opinion of Counsel) is hereby amended by replacing such
     exhibit in its entirety with the exhibit attached hereto as
     Annex A.

          (b)  Subsection 2.8(g) of the Pooling Agreement  is
     hereby amended by deleting such subsection in its entirety
     and inserting in lieu thereof the following:

               "(g) Business of the Company.  Engage at any time
     in any business or business activity other than the
     acquisition of Receivables pursuant to the Receivables Sale
     Agreement, the assignments and transfers hereunder and the
     other transactions contemplated by the Transaction
     Documents, and any activity incidental to the foregoing and
     necessary or convenient to accomplish the foregoing, or
     enter into or be a party to any agreement or instrument
     other than in connection with the foregoing, except those
     activities, agreements or instruments set forth on Schedule
     5 or otherwise consented to pursuant to an amendment
     authorized by Section 10 herein.

          (c)  Subsection 9.4(b) of the Pooling Agreement is
     hereby deleted in its entirety.

Nothing in this Amendment shall prevent the Master Servicer, the
Company and the Trustee with the consent of each Enhancement
Provider from amending (in accordance with Section 10.1(a) of the
Pooling Agreement) the Pooling Agreement to authorize the sale of
any Receivables by the Trust to the Company or any third party
(other than any Seller) upon the termination of such Seller
pursuant to and in accordance with the terms and conditions set
forth in Section 9.14 of the Receivables Sale Agreement.

          3.   Amendment of the Servicing Agreement.  The
Servicing Agreement is hereby amended as follows:  Article II of
the Servicing Agreement is hereby amended by adding the following
paragraph after Section 2.6:

          "2.7.  Termination of Servicers.  Upon the termination
     of a Seller pursuant to Section 9.14 of the Receivables Sale
     Agreement, such Seller shall automatically be terminated as
     a Servicer for all purposes hereunder without any action on
     any Person's part."

          4.   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, the Servicers
     and the Trustee;

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

          (c)  an officer's certificate of a Responsible Officer
     of the Company certifying that this Amendment shall not
     adversely affect in any material respect the interests of
     the Series 1994-1 Term Certificateholders or the Series 1996-
     1 Initial VFC Certificateholder;

          (d)  a secretary's certificate from each of the Company
     and the Master Servicer certifying (i) board resolutions
     authorizing the execution and delivery of this Amendment,
     (ii) the incumbency of the natural persons authorized to
     execute and deliver this Amendment, (iii) the charter and
     bylaws of the Company or the Master Servicer, as the case
     may be, being correct and in full force and effect and (iv)
     copies of "good standing" certificates issued by the
     Secretary of State of the State of Delaware, certifying that
     each of the Company and the Master Servicer, as the case may
     be, is in good standing and has paid all taxes due to the
     State of Delaware, and including as annexes thereto the
     certificate of incorporation of the Company or the Master
     Servicer, as the case may be;

          (e)  an opinion of counsel of Paul, Weiss, Rifkind,
     Wharton & Garrison, counsel to the Company and the Master
     Servicer, opining as to (i) this Amendment being authorized
     pursuant to the Pooling Agreement, the Series 1994-1
     Supplement and the Series 1996-1 Supplement, and (ii) all
     conditions precedent to the execution, delivery and
     performance of this Amendment being satisfied in full; and

          (f)  written confirmation from each of Standard &
     Poor's Corporation and Moody's Investors Service Inc.
     stating that the execution and delivery of this Amendment
     will not result in a reduction or withdrawal of the rating
     of the Term Certificates.

          5.   Continuing Effect of the Pooling Agreement and
Servicing Agreement.  Except as expressly amended, modified and
supplemented hereby, the provisions of the Pooling Agreement and
Servicing Agreement are and shall remain in full force and
effect.

          6.   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.

          7.   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
                         
                         
                         THE CHASE MANHATTAN BANK, as Trustee
                         
                         
                         By: /s/ Dennis Kildea
                         Name: Dennis Kildea
                         Title Trust Officer
                         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

     EXHIBIT F TO
     POOLING AGREEMENT



                FORM OF ANNUAL OPINION OF COUNSEL
                                
                    PROVISIONS TO BE INCLUDED
         IN ANNUAL OPINION OF COUNSEL DELIVERED PURSUANT
           TO SECTION 10.2(b) OF THE POOLING AGREEMENT


          The opinion set forth below, which is to be delivered
pursuant to Section 10.2(b) of the Pooling Agreement, dated as of
November 16, 1994, among Specialty Foods Finance Corporation (the
"Company"), Specialty Foods Corporation, as Master Servicer, and
The Chase Manhattan Bank (formerly known as Chemical Bank), as
Trustee, may be subject to certain qualifications, assumptions,
limitations and exceptions taken or made in the opinion of
counsel delivered on the Initial Closing Date with respect to
similar matters.

          1.   With respect to the transfer by the Sellers to the
Company of all of such Sellers' right, title and interest in, to
and under the Receivables, Related Property and proceeds of each
thereof pursuant to the terms of the Amended and Restated
Receivables Sale Agreement, dated as of November 16, 1994 (as
amended, supplemented or otherwise modified, the "Receivables
Sale Agreement), among the Company, the Master Servicer and each
Subsidiary of the Master Servicer from time to time party thereto
(each a "Seller"), no filing or other action, other than such
filing or action described in such opinion, is necessary from the
date of such opinion through 90 days into the following calendar
year to continue the perfected and priority status of the
interest of the Company in such Receivables, Related Property and
proceeds of each thereof (collectively, the "Sellers' Property").

          2.   With respect to the transfer by the Company to the
Trust of all of Company's right, title and interest in, to and
under the Receivables, Related Property, proceeds of each
thereof, the Receivables Sale Agreement and the other Trust
Assets pursuant to the terms of the Pooling Agreement, no filing
or other action, other than such filing or action described in
such opinion, is necessary from the date of such opinion through
90 days into the following calendar year to continue the
perfected and priority status of the interest of the Trust in
such Receivables, Related Property, proceeds of each thereof, the
Receivables Sale Agreement and the other Trust Assets (the "Trust
Property").

          3.   Set forth on Schedule A to this opinion is a list
of all UCC Financing Statements which have been filed by the
Sellers relating to the Sellers' Property and by the Company
relating to the Trust Property (collectively, the "Filed UCC
Financing Statements") and the earliest and latest date under the
applicable UCC on which continuation statements may be filed for
each such financing statement.1

          4.   Set forth on Schedule B hereto are all changes
made by any Seller and the Company of its name, identity or
corporate structure since the date of the most recent Annual
Opinion of Counsel delivered.  Each Seller or the Company, as the
case may be, has timely filed amendments to the applicable Filed
UCC Financing Statements reflecting any such change.

     ANNEX B


                        [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 each of:  (a) the Pooling Agreement,
dated as of November 16, 1994 (the "Pooling Agreement"), among
Specialty Foods Finance Corporation, a Delaware corporation (the
"Company"), Specialty Foods Corporation, a Delaware corporation,
as master servicer (the "Master Servicer"), and The Chase
Manhattan Bank (formerly known as Chemical Bank), as trustee (in
such capacity, the "Trustee"), and (b) the Servicing Agreement,
dated as of November 16, 1994, among the Company, the Master
Servicer, each of the subsidiaries of the Master Servicer from
time to time party thereto (each a "Servicer") and the Trustee.
We hereby certify that we have been given adequate notice
pursuant to Section 10.1 of the Pooling Agreement, Section 8.5 of
the Series 1994-1 Supplement and Section 9.5 of the Series 1996-1
Supplement.

          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, the Servicers and the
Trustee on our behalf.


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


Dated:  December __, 1996