EXHIBIT 10.1

                                 AMENDMENT NO. 2

                                       TO

            AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                              AGRILINK HOLDINGS LLC

          This Amendment No. 2 (this "Amendment") to the Amended and Restated
Limited Liability Company Agreement (the "Agreement") of Agrilink Holdings LLC
(the "Company"), dated as of August 19, 2002 is entered into as of February 11,
2004. All capitalized terms used and not otherwise defined herein shall have the
meanings given to them in the Agreement.

          WHEREAS, pursuant to Section 2.2 of the Agreement, the Management
Committee may select the name of the Company; and

          WHEREAS, pursuant to Section 7.5 of the Agreement, the Management
Committee may amend the Agreement;

          NOW, THEREFORE, the Management Committee desires to amend the
Agreement in accordance with the terms of Section 2.2 and Section 7.5 of the
Agreement to reflect the foregoing, and hereby agrees as follows:

                                    ARTICLE I

                                   AMENDMENTS

          1.1 Section 2.2 of the Agreement is hereby deleted in its entirety and
is hereby replaced with the following:

          Section 2.2 Name. The name of the Company is "Birds Eye Holdings LLC,"
and all Company business shall be conducted in that name or in such other names
that comply with applicable law as the Management Committee may select from time
to time.

          1.2 Section 3.2 of the Agreement. Subsection (a) of Section 3.2 of the
Agreement is hereby amended to delete the words "nine (9) persons" and to add
the words "eleven (11) persons" in the first sentence thereof.







                                   ARTICLE III

                                  MISCELLANEOUS

          3.1 General. Except as expressly set forth in this Amendment, all of
the terms and conditions of the Agreement shall remain in full force and effect.

          3.2 Governing Law. THIS AMENDMENT IS GOVERNED BY AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY
CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE
CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

          3.3 Counterparts. This Amendment may be executed in any number of
counterparts (including by means of telecopied signature pages), all of which
together shall constitute a single instrument.

          3.4 Section Titles. Section titles and headings are for descriptive
purposes only and shall not control or alter the meaning of this Amendment as
set forth in the text hereof.

          IN WITNESS WHEREOF, this Amendment has been executed as of the day and
year first above written.

                                        AGRILINK HOLDINGS, LLC

                                        By: Its Management Committee


                                        By: /s/ David Hooper
                                            ------------------------------------
                                        Name: David Hooper
                                        Title: Representative


                                        By: /s/ Brian Ratzan
                                            ------------------------------------
                                        Name: Brian Ratzan
                                        Title: Representative


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