Exhibit 10.65

                                   July 15, 1997



Mr. Henry J. Metz
c/o Metz Baking Company
520 Lake Cook Road
Suite 520
Deerfield, Illinois  60015

Dear Henry:


     Metz Baking Company (the "Company") is pleased to inform you
that you are eligible to receive the bonus payments specified in
this letter upon a sale in the next three years (the "Sale") of
the stock or substantially all of the assets of the Company to a
purchaser (the "Purchaser"), subject to the terms and conditions
set forth below:

     1.   Bonus and Payment Related to Purchase Price.  Subject
to the provisions of Section 2, you are eligible to receive a one-
time bonus (the "Sale Bonus") in an amount equal to .15% of the
Purchase Consideration.  For purposes of this Agreement,
"Purchase Consideration" shall mean the aggregate net cash
proceeds received by the Company or Specialty Foods Corporation
("SFC") (after deducting all fees and expenses incurred by the
Company, SFC and/or their respective affiliates in connection
with the Sale).  By way of example, if the Purchase Consideration
equaled $400,000,000, your Sale Bonus would be $600,000.00.  The
Sale Bonus shall be paid to you within six (6) months of the
completion of the Sale.

     2.   Conditions.  The payment of all or any part of the Sale
Bonus potentially payable to you hereunder is expressly
conditioned upon the satisfaction of the following conditions:

          (a)  Your continued employment with the Company through
the date the Sale is completed;

          (b)  The absence of any material deficiencies in the
performance of your duties and cooperation during the Sale
process as determined by the SFC Board of Directors in its sole
discretion.  The factors considered in assessing whether your
performance and cooperation in the Sale process have been
materially deficient include (i) your continued focus on your
regular job responsibilities, (ii) your maintenance of the
confidentiality of non-public information, and (iii) your
positive attitude and cooperativeness;

          (c)  Your continued employment with the Company (or its
successor) or SFC until six (6) months after the date the Sale is
completed, unless you are terminated after the Sale for other
than Cause;

          (d)  Your execution and delivery of agreements prepared
by SFC waiving all claims which you have had or may have against
the Company, SFC and/or their respective affiliates other than
any rights granted to you pursuant to any annual bonus plan, long-
term incentive plan, stock option plan, deferred bonus plan,
written employment contract, written severance agreement or other
formal written compensation plan between you and the Company, SFC
and/or their respective affiliates; and

          (e)  The closing of the Sale being consummated within
three (3) years of the date of this Agreement.

          For purposes of this Agreement, "Cause" shall mean (i)
your continued failure to substantially perform your employment
duties (other than as a result of incapacity due to physical or
mental disability), (ii) your gross negligence or dishonesty,
(iii) your repeated violation of any reasonable rule or
regulation of the Company after written notice; or (iv) your
arrest or conviction for the commission of any felony or other
crime involving dishonesty or moral turpitude.

     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.  The Company reserves all rights to
cause your employment to be terminated at any time with or
without cause.

     4.   Unfunded Plan.  The Company's obligations under this
Agreement shall be unfunded.  Neither the Company, SFC or any of
their 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.
Notwithstanding the foregoing, you shall only have the right to
collect amounts hereunder on one occasion in connection with the
Sale of the stock or substantially all the assets of the Company
while the Company is owned by SFC.  Once such a Sale occurs, you
shall have no further right to collect additional amounts
hereunder upon any subsequent sale.

     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,

                                   METZ BAKING COMPANY


                         By:  /s/ Lawrence S. Benjamin
                                   Name:     Lawrence S. Benjamin
                                   Title:    Vice President


Agreed to this 15th day of July, 1997


/s/ Henry J. Metz
Henry J. Metz