May 21, 1997




The Prudential Insurance Company 
  of America
c/o Prudential Capital Group
Two Prudential Plaza
  Suite 5600
Chicago, IL   60601



                 Re:   Second Amended and Restated Note Agreement 

Gentlemen:

	Reference is made to that certain Second Amended and 
Restated Note Agreement by and among John B. Sanfilippo and 
Son, Inc. (the "Company"), Prudential Insurance Company of 
America ("Prudential") and the Purchasers (as defined 
therein), as amended and supplemented from time to time 
(hereinafter collectively referred to as the "Note 
Agreement").

	The Company has advised Prudential and the Purchasers 
that it desires to change its fiscal year for accounting 
purposes to a fiscal year ending on the last Thursday of 
June for fiscal years commencing on or after January 1, 1997 
and to amend certain provisions of the Note Agreement to 
reflect such change in the Company's fiscal year.

	Accordingly, this will confirm the mutual understanding 
and agreement the parties to amend the Note Agreement as 
follows:

        1.  The Definition of "Fiscal Quarter" appearing in 
        Section 10B of the Note Agreement is hereby amended 
        in its entirety to read as follows:

                "Fiscal Quarter"  means any quarterly fiscal 
                accounting period of the Company and its 
                Subsidiaries within a Fiscal Year consisting of 
                periods of five, four, and four weeks 
                respectively.
	
        2.  The definition of Fiscal Year appearing in Section 
        10B of the Note Agreement is hereby amended in its 
        entirety to read as follows:

                "Fiscal Year"  means any fiscal accounting period 
                of the Company and its Subsidiaries consisting of 
                four quarterly accounting periods of five, four, 
                and four weeks respectively ending on December 31, 
                of each year for Fiscal Years commencing prior to 
                January 1, 1997 and on the last Thursday of June 
                for Fiscal Years commencing on or after January 1, 
                1997; references to a Fiscal Year with a number 
                corresponding to any calendar year for Fiscal 
                Years commencing on or after January 1997 (e.g., 
                the "1997 Fiscal Year") refer to the Fiscal Year 
                ending on the date which is the last Thursday of 
                June occurring during such calendar year."

	This will further confirm that pursuant to Section 6I 
of the Note Agreement, the Required Holders consent to the 
change in the Company's Fiscal Year end.

	Except as amended hereby, the Note Agreement shall 
remain unchanged and in full force and effect.

	In order to confirm your agreement with the foregoing, 
please execute the acknowledgment in the place indicated 
below.



                                           Very truly yours,

                                           JOHN B. SANFILIPPO & SON, INC.


                                           By: /s/ Gary P. Jensen
                                               ---------------------
                                        Title: Executive Vice President,
                                               Finance and Chief Financial
                                               Officer

Acknowledged and agreed to:                THE PRUDENTIAL INSURANCE
                                           COMPANY OF AMERICA


                                           By: /s/ Mark Hoffmeister
                                               ----------------------
                                        Title: Vice President



Dated:  May 21, 1997



       The undersigned acknowledge receipt of a copy of the 
foregoing Amendment to Second Amended and Restated Note 
Agreement, consent to the terms thereof, and ratify and 
confirm their Guaranties in favor of Prudential and the 
Purchasers, and all documents, instruments, and agreements 
executed in connection therewith.



                                           QUANTZ ACQUISITION CO., INC. 


                                           By: /s/ Michael J. Valentine
                                           ----------------------------
                                        Title: Assistant Secretary_

			

                                           SUNSHINE NUT CO.


                                          By:  /s/ Mathias A. Valentine
                                          -----------------------------
                                       Title:  Vice President