Exhibit 10.54



                                   December 21, 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 special bonus plan that has been adopted by
Specialty Foods Corporation (the "Company").  The Compensation
Committee of the Board of Directors of the Company has authorized
this plan in light of your substantial contributions as the
President & Chief Executive Officer of the Company in the past
year, including your substantial role in the sale by the Company
of its Stella Foods subsidiary.  Under this plan, you will
receive a special one-time bonus payment from the Company.  The
terms and conditions of this bonus are set forth below:

     1.   Bonus Payment.  Subject to the provisions of Section 2,
you are eligible to receive a one-time bonus (the "Special
Bonus") in an amount equal to Eight Hundred Thousand Dollars
($800,000).  This Special Bonus payment will be made to you on
December 1, 1998.

     2.   Conditions.  The payment of the Special Bonus is
expressly conditioned upon your continued employment by the
Company (or its parent or one of its subsidiaries) through
December 1, 1998, unless prior to such date you die, are
terminated as a result of a Disability Termination, are
Terminated without Cause, or you Voluntarily Terminate with Good
Reason (as each such term is defined in your Employment Agreement
in effect with the Company on the date hereof).

     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.  None of 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, 520 Lake
Cook Road, Suite 550, Deerfield, Illinois  60015, 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.   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 21st day of December, 1997


/s/ Lawrence S. Benjamin
Lawrence S. Benjamin