EXHIBIT 3


                                    GUARANTY


         Guaranty   dated  as  of  January  12,  1999  (this   "Guaranty").   In
consideration  of  International   Home  Foods,   Inc.  and  M.  Polaner,   Inc.
(collectively, "Sellers") entering into the Asset Purchase Agreement (the "Asset
Purchase  Agreement")  of  even  date  herewith  between  Roseland  Distribution
Company, a Delaware corporation  ("Purchaser") and a wholly-owned  subsidiary of
the  undersigned  Guarantor  (the  "Guarantor"),  and Sellers,  the  undersigned
Guarantor irrevocably, absolutely, and unconditionally:

              1. Guaranties to Sellers the due and punctual payment,  observance
     and  performance  by  Purchaser  of  all  of  Purchaser's  liabilities  and
     obligations,  whether  present or future,  express  or  implied,  actual or
     contingent,  under or arising out of the Asset  Purchase  Agreement  or any
     certificate or other  instrument or agreement  furnished or to be furnished
     to Sellers by Purchaser in connection therewith (the "Obligations");

              2. Agrees with Sellers that whenever  Purchaser  shall fail to pay
     or perform  when due any of the  Obligations,  it will on demand by Sellers
     from time to time pay or perform any and all of the same;

              3. Agrees that  Sellers  shall not be required to resort first for
     payment or performance of the  Obligations to Purchaser or any other person
     or corporation; and

              4.  Agrees  that  all of the  Obligations  shall  be  conclusively
     presumed to have been created in reliance on this Guaranty.

         Sellers  will not be  required,  before  exercising  any of the rights,
powers or remedies conferred upon it in respect of Guarantor under this Guaranty
or by law:

              1. to make demand of Purchaser;

              2. to  enforce  or seek to  enforce  any  claim,  right or  remedy
     against Purchaser or any other person;

              3. to make or file any claim in connection  with the insolvency of
     Purchaser or any other person; or

              4. to take any  action or  obtain  judgment  in any court  against
     Purchaser or any other person.

         Neither the liability of Guarantor  under this Guaranty nor the rights,
powers and remedies  conferred on Sellers  under this Guaranty or by law will in
any way be released, prejudiced, diminished or affected by any of the following,
all of which are expressly waived:

              1. the granting of time or indulgence to, or any  compromise  with
     or  agreement  not to sue  Purchaser,  Guarantor  or any  other  person  or
     Purchaser's  abstaining  from or delaying the  collection of any payment or
     amounts due;

              2. the absence of any default by  Purchaser or of any action taken
     by Purchaser;





              3.  Sellers  obtaining  or failing to obtain or perfect  any other
     guaranty or security (whether contemporaneously with this Agreement or not)
     or the modification,  variation, renewal, release, termination or discharge
     by Sellers of any such security;

              4. the insolvency,  incapacity,  disability,  or any change in the
     constitution,  name, control or style of, Purchaser,  Sellers, Guarantor or
     any other person;

              5. any invalidity, illegality,  unenforceability,  irregularity or
     frustration in any respect of any of the Obligations; and

              6.  any  act,  omission  or  circumstances  which,  but  for  this
     Guaranty,  might  operate to  prejudice,  affect or otherwise  diminish the
     liability of Guarantor hereunder.

         This  Guaranty is a  continuing  guaranty and will remain in full force
and effect until all the  Obligations  have been  irrevocably  paid,  performed,
discharged  and  satisfied  in full.  This  Guaranty  shall be governed  by, and
construed in accordance with, the internal laws of the State of New York.

         Without  prejudice to Sellers'  rights  against  Purchaser as principal
obligor,  Guarantor  agrees as a separate and independent  stipulation  that any
Obligations which may not be recoverable as a guaranty (whether by reason of any
legal limitation,  disability or incapacity on or of Seller or any other fact or
circumstance)  or which are or become illegal,  void,  voidable,  unenforceable,
discharged  by any  insolvency  or  irrecoverable  (and  whether or not known to
Purchaser, Guarantor or any other person) shall nevertheless be recoverable from
and enforceable against Guarantor as sole or principal debtor in respect thereof
and shall be paid or performed by Guarantor on demand.

IN WITNESS  WHEREOF,  the Guarantor has caused this Guaranty to be duly executed
and delivered as of the date first above written.


                                                  B&G FOODS, INC.


                                                  By:  /S/David Wenner
                                                     --------------------------
                                                     Name:  David Wenner
                                                     Title: President


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