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                                                                   EXHIBIT 23.3






                       Consent of Independent Accountants



We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting part of this Registration Statement on Form S-2 of our report dated
August 1, 1997  relating to the  consolidated  financial  statements  of Curtice
Burns Foods, Inc. (Successor Company), appearing on page 21 of the Annual Report
on Form 10-K of Curtice  Burns Foods,  Inc. for the year ended June 28, 1997. We
also  consent  to the  application  of  such  report  to the  related  Financial
Statement  Schedule  for the fiscal  years ended June 28, 1997 and June 29, 1996
and the period from November 4, 1994 to June 25, 1995 listed under Item 14(a) of
Curtice  Burns Foods,  Inc.'s Annual Report on Form 10-K for the year ended June
28, 1997 when such schedule is read in conjunction with the financial statements
referred to in our report.  The audits  referred to in such report also included
this Financial Statement Schedule.  We also consent to the reference to us under
the heading "Experts" in such Prospectus.



/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP

Rochester, New York
September 16, 1997