February 5, 1999

Mr. Gary P. Jensen
Vice President/Finance &
  Chief Financial Officer
John B. Sanfilippo & Son, Inc.
2299 Busse Road
Elk Grove Village, IL 60007

Re:	Second Amended and Restated Note Agreement 

Dear Mr. Jensen:

Pursuant to your letter of January 14, 1999, you have 
advised The Prudential Insurance Company of America 
("Prudential"), of the violation by John B. Sanfilippo & Son, 
Inc. (the "Company") of Sections 6R(e) and 6B(2)(vi) of that 
certain Second Amended and Restated Note Agreement dated as of 
January 24, 1997 between the Company and Prudential, as amended 
(the "Note Agreement") and the occurrence of an Event of Default 
under Section 7A(xiii) of the Note Agreement, and have requested 
that Prudential waive any breach of the Note Agreement as a 
result of the violations of the Fixed Charge Covenant Ratio and 
restriction on Sunshine's indebtedness to the Company required 
under the aforementioned sections for the Company's fiscal 
quarter period ended December 24, 1998, as well as waive any 
Event of Default under Section 7A (xiii) of the Note Agreement 
and as a result of the occurrence of an Event of Default by the 
Company under the Teachers Note Agreement and the Bank Agreement 
resulting from the breach by the Company of similar provisions of 
said agreements.  You have further requested that Prudential 
amend Sections 6R(e) and 6B(2)(vi) of the Note Agreement for 
future Fiscal Quarters.

Capitalized terms used herein shall, unless otherwise 
defined herein, have the meanings provided in the Note Agreement.

Prudential hereby waives the Event of Default under the 
Note Agreement resulting from the Company's violation of Sections 
6R(e) and 6B(2)(vi) of the Note Agreement for the period ending 
December 24, 1998 and waives the Event of Default thereunder by 
virtue of the occurrence of the specified default under Section 
7A(xiii) thereof and any defaults under the Note Agreement 
resulting from such violations of the Teachers Note Agreement or 
Bank Agreement, whether by means of a cross default to the Note 
Agreement or as a direct breach of such agreements.

Prudential further agrees to amend the Note Agreement 
as follows:


1.	Section 6R(e) of the Note Agreement is hereby 
amended to provide that for each of the Company's Fiscal Quarters 
from and after the Fiscal Quarter ended December 24, 1998 to and 
including the Fiscal Quarter ended September 23, 1999, the 
Rolling Fixed Charge Coverage Ratio on a consolidated basis as of 
the end of each Fiscal Quarter shall not be less than 1.25 to 
1.0.  Thereafter the required Rolling Fixed Charge Coverage Ratio 
on a consolidated basis as of the end of each Fiscal Quarter 
shall not be less than 1.75 to 1.0.

2.	Section 6B(2)(vi) of the Note Agreement is hereby 
amended to provide that for each of the Company's Fiscal Quarters 
from and after the Fiscal Quarter ended December 24, 1998 to and 
including the Fiscal Quarter ended September 23, 1999, the 
aggregate amount of Indebtedness of Sunshine to the Company shall 
not exceed $35,000,000.  Thereafter, Indebtedness of Sunshine to 
the Company shall not exceed $30,000,000.

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

This waiver and amendment shall not be deemed a waiver 
of any other Events of Default or any of Prudential's rights and 
remedies, all of which are hereby expressly reserved or an 
amendment to any other provisions of the Note Agreement not 
specifically amended hereby.

Very truly yours,

THE PRUDENTIAL INSURANCE COMPANY OF 
AMERICA



By:  /s/ Marie Fioramonti
     --------------------
     Marie Fioramonti

Title: Vice President

ACKNOWLEDGED AND AGREED:

JOHN B. SANFILIPPO & SON, INC.



By:  /s/ Gary P. Jensen
     ------------------
     Gary P. Jensen

Title: Executive Vice President, Finance
        and Chief Financial Officer