EXHIBIT 10.53

Date of Grant:
Participant:  Lawrence S. Benjamin
Participation Rate:
Control Number:

                 MOTHER'S CAKE & COOKIE CO.
 AMENDED AND RESTATED SUPPLEMENTAL LONG TERM INCENTIVE PLAN


      PARTICIPATION AWARD AGREEMENT dated as  of  March  15,
1999 by and between MOTHER'S CAKE & COOKIE CO., a California
corporation  (the "Company"), and LAWRENCE S. BENJAMIN  (the
"Participant").

      All  words and phrases not otherwise expressly defined
herein shall have the same meanings as are ascribed to  such
words  and phrases in the Mother's Cake & Cookie Co. Amended
and  Restated  Supplemental Long Term  Incentive  Plan  (the
"Plan").

       The  Board  of  Directors  has  determined  that  the
objectives of the Plan will be furthered by granting to  the
Participant Participation Units in the Plan.

      In  consideration of the foregoing and of  the  mutual
undertakings  set forth in this Agreement, the  Company  and
the Participant agree as follows:

      Section 1 Grant of Participation Unit.  Subject to the
provisions  of  the  Plan  and this Agreement,  the  Company
hereby grants to the Participant a Participation Rate  under
the  Plan  equal to three percent (3%) of the Value Increase
Amount (the "Value Increase Participation Rate").

      Section  2 Plan Provisions to Prevail.  This Agreement
shall  be subject to all of the terms and provisions of  the
Plan,  which are incorporated hereby and made a part hereof.
In   the  event  there  is  any  inconsistency  between  the
provisions of this Agreement and the Plan, the provisions of
the Plan shall govern.

       Section   3    Participant's  Acknowledgments.    The
Participant agrees and acknowledges that he has received and
read a copy of the Plan, and accepts this grant upon all  of
the terms thereof.

      Section  4   Non-Transferability.   No  grant  to  the
Participant   under  the  Plan  shall   be   assignable   or
transferable by the Participant (whether by operation of law
or  otherwise  and  whether voluntarily  or  involuntarily),
other   than  by  will  or  by  the  laws  of  descent   and
distribution.   During the lifetime of the Participant,  all
rights  granted to the Participant under the Plan  shall  be
exercisable only by the Participant.

      Section  5  Notices.  Any notice to be  given  to  SFC
hereunder  shall  be in writing and shall  be  addressed  to
Specialty Foods Corporation,  520 Lake Cook Road, Deerfield,
IL   60015, Attention: Vice President and General Counsel or
at  such other address as SFC may hereafter designate to the
Participant by notice as provided herein.  Any notice to  be
given to Mother's hereunder shall be in writing and shall be
addressed  to  Mother's Cake & Cookie Co., 810 81st  Avenue,
Oakland,  CA   94621,  Attention:  Vice  President  -  Human
Resources.   Any  notice  to  be given  to  the  Participant
hereunder  shall  be  addressed to the  Participant  at  the
address  of  the Participant's principal place of employment
or  at  such other address as the Participant may  hereafter
designate  to  SFC  by notice as provided  herein.   Notices
hereunder  shall  be  deemed to have been  duly  given  when
received  by personal delivery or by registered or certified
mail to the party entitled to receive the same.

     Section 6 Successors and Assigns.  This Agreement shall
be  binding  upon and inure to the benefit  of  the  parties
hereto and the successors and assigns of the Company and, to
the  extent  set forth in the Plan, the heirs  and  personal
representatives of the Participant.

      Section  7 Modifications to Agreement.  This Agreement
may  not be altered, modified, changed or discharged, except
by  a writing signed by or on behalf of both the Company and
the Participant.

      IN  WITNESS WHEREOF, the parties hereto have  executed
this Agreement as of the date and year first above written.

                              MOTHER'S CAKE, & COOKIE CO.,
                              a California corporation


                              By:   /s/ Patrick O'Dea
                              -------------------------  
                               Name:    Patrick O'Dea
                              Title:    President and  Chief
                                        Executive Officer

Agreed to and Accepted:


/s/ Lawrence S. Benjamin
------------------------
Lawrence S. Benjamin