UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 1425, 2005

Eagle Family Foods Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

333-50305-01

13-3983598

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Eagle Family Foods, Inc.

(Exact name of registrant as specified in its charter)

Delaware

333-50305

13-3982757

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


735 Taylor Road, Suite 200, Gahanna, Ohio		43230
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (614) 501-4200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On ~~July~~August 1425, 2005, Eagle Family Foods, Inc. (“Eagle”) and ~~Eagle~~ Eagle Family Foods Holdings, Inc. (“Holdings,” and together with Eagle, the “Company”) entered into a ~~Fourth~~Fifth Amendment to Financing Agreement (the “Amendment”) by and among Eagle, Holdings, each subsidiary of Holdings listed as a guarantor on the signature pages thereto, the financial institutions from time to time party thereto (the “Lenders”), Fortress Credit Opportunities I LP, as collateral agent for the Lenders, and Congress Financial Corporation (Central), as administrative agent for the Lenders. The Financing Agreement was filed as Exhibit 99.1 to the Current Report on Form 8-K filed by Holdings and Eagle on March 25, 2004, the First Amendment to Financing Agreement was filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Holdings and Eagle on September 22, 2004, the Second Amendment to Financing Agreement was filed as Exhibit 10.3 to the Current Report on Form 8-K filed by Holdings and Eagle on November 30, 2004, ~~and~~ the Third Amendment to Financing Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Holdings and Eagle on December 28, 2004, and the Fourth Amendment to Financing Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Holdings and Eagle on July 18, 2005.

The Amendment, ~~among other things,~~ (i) increased the ~~maximum fixed charge coverage ratio, (ii) increased the~~ amount of capital expenditures permitted for fiscal year ended June 30, 2005, and (~~iii~~ii) ~~reduced~~decreased the amount of capital expenditures permitted for fiscal year ending June 30, 2006. The description of the Amendment contained herein is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) ~~Not~~Financial ~~applicable~~statements of business acquired.

~~(b)~~ Not applicable.

(cb) ~~Exhibits.~~Pro forma financial information:

~~The~~Not ~~following~~applicable. ~~exhibits are filed as part of this report:~~

Exhibit		Description
10.1		Fourth Amendment to Financing Agreement dated as of July 14, 2005 by and among Eagle Family Foods Holdings, Inc. (“Holdings”), Eagle Family Foods, Inc., each subsidiary of Holdings listed as a guarantor on the signature pages thereto, the financial institutions from time to time party thereto (the “Lenders”), Fortress Credit Opportunities I LP, as collateral agent for the Lenders, and Congress Financial Corporation (Central), as administrative agent for the Lenders.

(c)

Exhibits


Exhibit No.		Description
10.1		Fifth Amendment to Financing Agreement dated as of August 25, 2005 by and among Eagle Family Foods Holdings, Inc. (“Holdings”), Eagle Family Foods, Inc., each subsidiary of Holdings listed as a guarantor on the signature pages thereto, the financial institutions from time to time party thereto (the “Lenders”), Fortress Credit Opportunities I LP, as collateral agent for the Lenders, and Congress Financial Corporation (Central), as administrative agent for the Lenders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	EAGLE FAMILY FOODS HOLDINGS, INC.
	EAGLE FAMILY FOODS, INC.
Date: July 18, 2005	By:	/s/ Craig Steinke
Date: August 30, 2005	By:	/s/ Craig Steinke
	Name:	Craig Steinke
	Title:	President and Chief Executive
		Officer and Chief Financial Officer

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