EXHIBIT (C)(8)

                                AMENDMENT NO. 4
             TO THE DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
                                      OF
               SAVANNAH FOODS & INDUSTRIES INC. AND SUBSIDIARIES


          THIS AMENDMENT NO. 4 is made as of the 14th day of July, 1997,
by Savannah Foods & Industries, Inc. (the "Company").


                              W I T N E S S E T H:

          WHEREAS, the Board of Directors of the Company adopted the Deferred
Compensation Plan for key Employees of Savannah Foods & Industries, Inc. and
Subsidiaries, Amended and Restated effective August 1, 1990, together with
subsequent amendments thereto (such plan, as amended to date, being hereinafter
referred to as the "Plan"); and

          WHEREAS, pursuant to its authority under Article 11 of the Plan, the
Board desires to amend the Plan in certain respects.

          NOW, THEREFORE, effective as of July 14, 1997, the Plan is hereby
amended as set forth below:

                                    ITEM ONE

          Section 1.5 of the Plan is hereby amended by adding the following
sentence at the end thereof:

     Notwithstanding the foregoing, any transaction pursuant to an agreement to
     which the Company is a party, which agreement is entered into on or before 
     July 18, 1997, shall not constitute a Change in Control.


IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of
           the day and year first above written.


                       SAVANNAH FOODS & INDUSTRIES, INC.


                          By: 
                             ------------------------------------   
                                            President