EXHIBIT 10.35

   Doc#:DS3:462652.5   23-116
   Doc#:DS3:462652.5   23-116
   
   
   AMENDMENT NO. 3 TO SFC
   AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
   
   
          Amendment, dated as of February 24, 1997 (this
   "Amendment") to the Amended and Restated Receivables Sale
   Agreement, dated as of November 16, 1994, as amended (the
   "Receivables Sale Agreement"), by and among Specialty Foods
   Finance Corporation, a Delaware corporation (the "Company"),
   Specialty Foods Corporation, a Delaware corporation (the
   "Master Servicer") and its wholly owned subsidiaries named
   therein (the "Sellers").
   
   W I T N E S S E T H :
   
          WHEREAS, the parties hereto wish to amend the
   Receivables Sale Agreement in the manner provided for in
   this Amendment;
   
          NOW, THEREFORE, the parties hereto hereby agree as
   follows:
   
          1.   Defined Terms.  Capitalized terms used herein
   shall have the meanings ascribed to them in the Receivables
   Sale Agreement.
   
          2.   Amendment of the Receivables Sale Agreement.
   Article IX of the Receivables Sale Agreement is hereby
   amended by adding the following phrase to Section 9.14(b)(i)
   after the phrase "(i) each of":
   
          TBP, Inc. (formerly, The Bagel Place, Inc.),
   
          3.   Termination of Certain Sellers.  The Company,
   pursuant to Section 9.14(b) and Amendment No. 3 to SFC
   Master Trust Pooling Agreement ("Amendment No. 3"), hereby
   terminates as of the 1997 Seller Termination Date and
   simultaneously with the payment of the Purchase Price (as
   both terms are defined in Amendment No. 3) to the Trustee,
   all obligations of Gai's Seattle French Baking Company, a
   Washington corporation, Langendorf Baking Co. of Seattle,
   Inc., a Washington corporation, and TBP, Inc., a California
   corporation (together, the "1997 Terminated Sellers"), under
   the Receivables Sale Agreement.
   
          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
        and the 1997 Terminated Sellers; and
   
               (b)  a consent to this Amendment, in the form of
        Annex A, from Capital Markets Assurance Corporation, as
        the Enhancement Provider for each of the Term
        Certificates, Series 1994-1, and the VFC Certificates,
        Series 1997-1.
          5.   Continuing Effect of the Receivables Sale
   Agreement.  Except as expressly amended, modified and
   supplemented hereby, the provisions of the Receivables Sale
   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
   
   
                  GAI'S SEATTLE FRENCH BAKING COMPANY
   
   
                  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
   
   
                  TBP, INC.
   
   
                  By: /s/ Peter L. Sereda
                     Name: Peter L. Sereda
                     Title: Vice President & Treasurer
   
    Annex A
   
   
                        [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 February ___,
   1997 (the "Amendment"), to the Amended and Restated
   Receivables Sale Agreement, dated as of November 16, 1994,
   as amended (the "Receivables Sale Agreement"), among
   Specialty Foods Finance corporation, a Delaware corporation
   (the "Company"), Specialty Foods Corporation, a Delaware
   corporation, as master servicer (the "Master Servicer"),
   and each of the subsidiaries of the Master Servicer from
   time to time party thereto.  We hereby certify that we have
   been given or have duly waived adequate notice pursuant to
   Section 10.1 of the Pooling Agreement, dated as of November
   16, 1994, as amended, among the Company, the Master
   Servicer, and The Chase Manhattan Bank (formerly known as
   Chemical Bank), as trustee.
   
         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 and
   the Sellers on our behalf.
   
                   Sincerely,
   
                   CAPITAL MARKETS ASSURANCE CORPORATION
   
                   By:
   Name:
                                            Title:
   
   Dated:  February ____, 1997