Exhibit 10.43

METZ BAKING COMPANY

AMENDED AND RESTATED
LONG TERM INCENTIVE COMPENSATION PLAN

Adopted at the February 17, 1994 Board of Directors' Meeting.
Amended and Restated as of February 22, 1995.
Further Amended and Restated as of July 11, 1997.



     Section 1.     Purpose.  The purpose of this Plan is to
promote the interests of Metz Baking Company, a wholly-owned
subsidiary of Specialty Foods Acquisition Corporation by (a)
attracting, motivating and retaining executive personnel of
outstanding ability; (b) focusing the attention of executive
management on achievement of sustained long term results; (c)
fostering management's attention on overall corporate performance
and thereby promoting cooperation and teamwork among management
of the operating units; and (d) providing executives with a
direct economic interest in the attainment of demanding long term
business objectives.

     Section 2.     Definitions.  As used in this Plan, the
following capitalized terms shall have the following meanings:

          (a)  "Award Pool" shall mean the award pool established
pursuant to Section 4(c).

          (b)  "SFAC Board of Directors" shall mean the board of
directors of SFAC, as in effect from time to time.

          (c)  "Change of Control" shall mean, (i) with respect
to SFAC or SFC, a transaction pursuant to which a person or group
(as such term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934), other than Acadia Partners, L.P.,
Keystone, Inc., HWP Specialty Partners, L.P. and their respective
"affiliates" (as such term is defined in Appendix 1 hereto) (such
person or group being a "Non-Affiliate"), acquires the collective
ability to designate directly or indirectly a majority of the
members of the board of directors of SFAC or SFC (whether by
contract or otherwise), and (ii) with respect to the Company, a
transaction (including a sale, merger or other similar
transaction, but excluding any transaction among only SFAC, SFC
and/or their subsidiaries), (a) pursuant to which all or
substantially all the assets of the Company are sold to Non-
Affiliates, (b) pursuant to which Non-Affiliates acquire the
collective ability to designate directly or indirectly a majority
of the Board of Directors of the Company, Metz Holdings, Inc. or
MBC Holdings, Inc. (whether by contract or otherwise), or (c)
which the Committee determines, in its discretion, to constitute
a Change of Control.

          (d)  "Committee" shall mean the committee appointed by
the SFAC Board of Directors to administer the Plan.

          (e)  "Company" shall mean Metz Baking Company and the
other related subsidiaries of MBC Holdings, Inc., a Delaware
corporation.

          (f)  "EBITDAF" shall mean the amount determined on a
consolidated basis for the Metz Group (as reflected in the
audited consolidated financial statements of the Metz Group for
the Measuring Fiscal Year (as defined below)) equal to the Metz
Group's (i) income from operations, plus (ii) depreciation of its
property, plant and equipment and amortization of intangible
assets, plus (iii) Operating Financing Charges (as defined
below).

          (g)  "Effective Date" shall mean January 1, 1994.

          (h)  "Employee" shall mean an employee of the Company,
SFAC or SFC.

          (i)  "First Vesting Date" shall have the meaning
assigned in Section 5.

          (j)  "Fiscal Year" shall mean the calendar year ending
December 31, whether or not such period is the fiscal year of the
Metz Group.

          (k)  "Maturity Date" shall mean December 31, 1998, or,
if earlier, the date on which a Change of Control occurs.

          (l)  "Measuring Fiscal Year" shall mean (i) if no
Change of Control occurs prior to December 31, 1998, Fiscal Year
1998, or (ii) if a Change of Control occurs prior to December 31,
1998, the most recent Fiscal Year preceding the Fiscal Year in
which the Change of Control occurs.

          (m)  "Metz Group" shall mean MBC Holdings, Inc., Metz
Holdings, Inc., Metz Baking Company and any of their
subsidiaries.

          (n)  "Minimum EBITDAF Target" or "MET" shall mean, with
respect to a Measuring Fiscal Year, the Minimum EBITDAF Target
specified for such Measuring Fiscal Year in Section 4(b).

          (o)  "Operating Financing Charges" means the total
expenses incurred by the Metz Group for the Measuring Fiscal Year
which arise from off-balance sheet financing techniques
originated in 1995 and 1996 related to inventory financing
transactions, sale-leaseback transactions and fleet leasing
program utilized by the Company.  The amount of the Operating
Financing Charges shall be reasonably determined by the
Committee.  The Company currently projects that the amount of
Operating Financing Charges incurred in 1997 will be $5.8 million
and in 1998 will be $7.3 million.

          (p)  "Participant" shall mean an Employee designated by
the Committee to participate in the Plan pursuant to Section 3.

          (q)  "Participant's Total Award" has the meaning
assigned in Section 4(e).

          (r)  "Performance Cycle" shall mean the period
commencing on the Effective Date and ending on the Maturity Date.

          (s)  "Performance Unit" shall mean each performance
unit granted by the Committee to a Participant pursuant to
Section 4(d).

          (t)  "Prior Plan" shall mean the Metz Group Long Term
Incentive Compensation Plan adopted by the SFAC Board of
Directors on February 17, 1994, as the same was amended and
restated as of February 22, 1995.

          (u)  "Plan" shall mean this Metz Long Term Incentive
Compensation Plan, as amended from time to time.

          (v)  "Second Vesting Date" has the meaning assigned in
Section 5.

          (w)  "SFAC" shall mean Specialty Foods Acquisition
Corporation, a Delaware corporation.

          (x)  "SFC" means Specialty Foods Corporation, a
Delaware corporation.

          (y)  "Vesting Dates" has the meaning assigned in
Section 5.

     Section 3.     Eligibility.  Participants in the Plan shall
be designated by the Committee and shall consist of those
Employees (whether or not employed on the Effective Date) who, in
the sole discretion of the Committee, have the potential to make
a significant impact on the financial results of the Company.
The Committee's designation of a Participant and the grant of
Performance Units to the Participant shall be evidenced by an
instrument or instruments signed by or on behalf of the Committee
and delivered to each designated Participant.

     Section 4.     Incentive Awards.

          (a)  General.  The amount, if any, of payments under
this Plan shall be conditioned upon exceeding the Minimum EBITDAF
Target in the Measuring Fiscal Year and shall increase
incrementally as the EBITDAF for the Measuring Fiscal Year
exceeds such Minimum EBITDAF Target (up to 115% of MET, as
defined below).

          (b)  Minimum EBITDAF Targets.  The Minimum EBITDAF
Targets ("MET") are set forth below.

               Fiscal Year              Minimum EBITDAF
               Ended December 31        Targets*
                                        (in Millions)

               1997                     $55.8
               1998                     $62.5

          (c)  Award Pool.

(i)  If the Minimum EBITDAF Target is not met or exceeded for the
Measuring Fiscal Year, there shall be no Award Pool.

(ii) The Award Pool for the Measuring Fiscal Year shall be as set
forth below:

                    EBITDAF for Measuring  Amount of
                    Fiscal Year            Award Pool
                                           (in Millions)

                    100% of MET            $3.25
                    103.75% of MET         4.875
                    107.5% of MET          6.5
                    111.25% of MET         9.75
                    115% or Greater of     13.0
                    MET

               In the event that the EBITDAF for the Measuring
Fiscal Year is more than one of the above listed levels and less
than the next greatest of such levels, the amount of the Award
Pool shall be prorated between the applicable amounts listed
above.  For example, if

_____________________________
*    Includes the add-back of Operating Financing Charges
estimated to be $5.8 million in 1997 and $7.4 million in 1998.
See definitions of "EBITDAF" and "Operating Financing Charges".

EBITDAF for a Measuring Fiscal Year were 105.625% of MET, the
Award Pool would be $5.6875 million.  Alternatively, if EBITDAF
for a Measuring Fiscal Year were 109.375% of MET, the Award Pool
would be $8.125 million.  In cases in which proration produced
fractional numbers, such numbers were omitted from the table
above to avoid inaccuracies that could result from rounding off
of such fractional numbers.

          (d)  Performance Units.

(i)  Subject to the terms of the Plan, the Committee may grant up
to 1,000 Performance Units to Participants during the Performance
Cycle.  Performance Units previously granted to Participants
which have been forfeited due to termination of employment, other
than by reason of death or disability, before the Maturity Date,
may be regranted to other Participants.  Regardless of the number
of Performance Units actually granted, each Performance Unit
represents the right to receive 0.1% of the Award Pool.

(ii) In the discretion of the Committee, Performance Units may be
granted to Participants during or following any Fiscal Year in
the Performance Cycle, whether or not the Minimum EBITDAF Target
for such Fiscal Year was attained.

(iii)     Except for the maximum aggregate number of 1,000
Performance Units available for grants under the Plan, there is
no minimum or maximum number of Performance Units that may be
granted to a Participant or that may or must be granted in any
Fiscal Year.

          (e)  Amount of Incentive Award.  If the Minimum EBITDAF
Target for the Measuring Fiscal Year is met or exceeded, each
Participant who is (or is deemed to be pursuant to Section 6 to
be) in the employ of the Company on both of the Vesting Dates
shall be entitled to aggregate payments in an amount equal to the
product of (i) 0.1%, times (ii) the number of such Participant's
Performance Units, times (iii) the Award Pool (such aggregate
payment being referred to as the "Participant's Total Award").
All such payments shall vest and be made in accordance with the
provisions of Section 5.

     Section 5.     Time and Form of Award Payments.

          (a)  A Participant shall be entitled to receive 40% of
such Participant's Total Award if he or she is (or is deemed
pursuant to Section 6 to be) in the employ of the Company on
January 15, 1999 (the "First Vesting Date").  Such Participant
shall be entitled to receive the remaining 60% of such
Participant's Total Award if he or she is (or is deemed pursuant
to Section 6 to be) to be in the employ of the Company on January
15, 2000 (the "Second Vesting Date").  The First Vesting Date and
the Second Vesting Date are referred to herein as the "Vesting
Dates".

          (b)  Awards payable under the Plan shall be paid by the
Company to Participants in two annual installments.  The first
such installment (equal to 40% of each Participant's Total
Award), which shall be paid to those Participants in (or deemed
pursuant to Section 6 to be in) the employ of the Company on the
First Vesting Date, shall be paid on the earlier of (x) the date
occurring 30 days after the date of the opinion of the Company's
independent auditors certifying the financial results for the
1998 Fiscal Year, and (y) March 31, 1999.  The second installment
(equal to 60% of each Participant's Total Award) shall be paid to
those Participants in (or deemed pursuant to Section 6 to be in)
the employ of the Company on the Second Vesting Date on March 31,
2000.

          Notwithstanding the provisions of Sections 5(a) and (b)
to the contrary, in the event that a Change of Control occurs
after the end of the first fiscal year of the Performance Cycle
and prior to December 31, 1998, a Participant shall be entitled
to receive 100% of such Participant's Total Award if he or she is
(or is deemed pursuant to Section 6) to be in the employ of the
Company on the date immediately prior to the date the Change of
Control occurs.  In the event of a Change of Control, all awards
payable under the Plan shall be paid by the Company in lump-sum
amounts within 90 days of the Change of Control.

     Section 6.     Termination of Employment.

          (a)  Death and Disability.  If, prior to the Second
Vesting Date, a Participant dies or becomes disabled (as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended), such Participant will be deemed (for purposes of the
Plan only) to be employed by the Company on the Maturity Date and
both the First Vesting Date and the Second Vesting Date.  Awards
otherwise payable under the Plan to such Participant (or his
beneficiary) shall be paid in accordance with the terms of the
Plan.

          (b)  Other Terminations.  A Participant whose
employment with the Company terminates prior to the First Vesting
Date (for any reason other than death or disability) shall
forfeit all of his or her rights to receive an award payment
under the Plan.  A Participant whose employment with the Company
terminates after the First Vesting Date but prior to the Second
Vesting Date (for any reason other than death or disability)
shall forfeit all of his or her rights to receive an award
payment pursuant to the second installment under the Plan.

     Section 7.     Administration.  The Plan shall be
administered by the Committee.  The Committee shall have full
power and authority to interpret and to construe the Plan, and
all such interpretations as well as all determinations made by
the Committee pursuant to the powers vested in it hereunder shall
be conclusive and binding on all persons having any interest in
the Plan.  No member of the Committee shall be liable for any
action or determination made in good faith with respect to the
Plan.  Notwithstanding anything to the contrary contained herein,
the Board of Directors may, in its sole discretion, at any time
and from time to time, resolve to administer the Plan.  In the
event of the foregoing, the term "Committee" as used herein shall
mean the Board of Directors.

     Section 8.     Adjustments.  In the event of (x) any
acquisition, divestiture or other corporate transaction of any
kind involving the Company, or (y) any extraordinary transaction
or event which materially affects the EBITDAF "run rate" of the
Company which the Committee, in its reasonable discretion,
determines to be of such a kind or nature as to make appropriate
an amendment or adjustment to the Plan or any Performance Units
granted thereunder in order to effectuate the intent and purposes
of the Plan, the Committee may, in its discretion, make such
amendment or adjustment.  Without limiting the generality of the
foregoing, the Committee, in its discretion, may, in connection
with any such corporate transaction (a) cancel or not cancel
Performance Units granted to Employees who no longer qualify as
Participants as a result of such transaction, (b) grant new
Performance Units to any such person, (c) reduce or increase the
Award Pool, (d) reduce or increase the Minimum EBITDAF Targets,
the Maximum EBITDAF Targets, and/or (e) amend any other term or
provision of the Plan, all as it deems appropriate to effectuate
the intent and purposes of the Plan.

     Section 9.     Amendments and Termination.  The Board of
Directors may amend or terminate the Plan at any time.  No such
amendment or termination shall materially and adversely impair
the rights of any Participant hereunder without the written
consent of Participants who, as of the time of such amendment or
termination, have been granted at least 75% of all Performance
Units granted under the Plan which remain outstanding at such
time; provided, however, that nothing contained herein shall
limit or restrict the discretionary powers granted to the
Committee in Sections 1 through 9 hereof.

     Section 10.    Miscellaneous.

          (a)  No Right to Awards or Continued Employment.  No
Employee shall have any claim or right to be granted an award
under the Plan.  Neither this Plan nor any action taken hereunder
shall be construed as giving any Employee any right to be
retained in the employ of the Company, SFC or any subsidiary
thereof.

          (b)  Unfunded Plan.  This Plan shall be unfunded.
Neither the Company, SFAC, SFC or any of their subsidiaries
thereof 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 the Plan.

          (c)  Taxes.  The Company shall have the right to deduct
from all awards paid under the Plan any federal, state or local
taxes required by law to be withheld with respect to such
payments.

          (d)  Prior Plan.  This plan supersedes in its entirety
the Prior Plan, which is terminated and shall be of no further
force or effect.

          (e)  Nontransferability.  No award made hereunder may
be assigned, pledged or transferred, except, in the event of
death of a Participant, by will or the laws of descent and
distribution, and any attempt to assign, pledge or transfer such
rights shall be void.

          (f)  Relationship to Other Benefits.  No payment under
the Plan shall be taken into account in determining any benefits
to which a Participant may be entitled under any pension, profit
sharing, group insurance or other benefit plan of the Company.

          (g)  Governing Law.  This Plan shall be governed by,
and construed in accordance with, the laws of the State of
Illinois applicable to agreements made and to be performed
entirely within such State (without regard to any conflict of law
provisions that might indicate the applicability of any other
laws).

     Section 11.    Effective Date.  Subject to the approval of
the Committee, this Plan shall become effective as of June 30,
1997.

APPENDIX 1
DEFINITION OF AFFILIATE


     In respect of Acadia Partners, L.P., Keystone, Inc. and HWP
Specialty Partners, L.P. (each a "Stockholder"), "affiliates"
shall mean:

(i)  In all cases, any person or entity controlling, controlled
by, or under common control with such Stockholder, including a
general partner of such Stockholders which is a partnership and
to the extent not otherwise described in this clause (i),
coinvestment entities established by any such Stockholder on or
prior to November 15, 1993 and controlled by such Stockholder,
any officer, employee, partner or director of such Stockholder or
of the general partner of such Stockholder (or of the general
partner of any general partner of any such Stockholder) or any
combination of the foregoing;

(ii) any trust, corporation, partnership or other entity,
controlled by persons described in clause (i);

(iii)     any stockholder or partner or partner of a Stockholder
which receives shares of the Company pursuant to a general
distribution by such Stockholders;

(iv) with respect to an individual Stockholder or an individual
affiliate thereof, the spouse or children of such stockholder or
affiliate or a trust established for the benefit of any of the
foregoing which trust is controlled by such stockholder or
affiliate or the estate of such Stockholder or affiliate; and

(v)  Robert B. Haas and Douglas D. Wheat.