Re: Note Purchase Agreement dated as of July 28, 2004 and

Exhibit 4.3

BOB EVANS FARMS, INC.
AND
BEF HOLDING CO., INC.

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

Dated as of January 15, 2005

To each of the institutional investors (the “Noteholders”)
Named in Schedule I attached hereto

Ladies and Gentlemen:

     Reference is made to the Note Purchase Agreement dated as of July 28, 2004 (the “Note Purchase Agreement”) by and among Bob Evans Farms, Inc., a Delaware corporation (the “Company”), BEF Holding Co., Inc., a Delaware corporation (the “Issuer”), and each of the institutional investors party thereto, under and pursuant to which, among other things, the Issuer originally issued and sold (i) $30,000,000 aggregate principal amount of its 3.74% Senior Notes, Series A, due July 28, 2007 (the “Series A Notes”), (ii) $40,000,000 aggregate principal amount of its 4.61% Senior Notes, Series B, due July 28, 2010 (the “Series B Notes”), (iii) $95,000,000 aggregate principal amount of its 5.12% Senior Notes, Series C, due July 28, 2014 (the “Series C Notes”), and (iv) $25,000,000 aggregate principal amount of its 5.67% Senior Notes, Series D, due July 28, 2016 (the “Series D Notes,” and together with the Series A Notes, the Series B Notes and the Series C Notes, the “Notes”). Terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note Purchase Agreement.

     WHEREAS, at the time of the first payment of interest to the holders of the Series D Notes it was discovered by the Issuer that method of computing interest was improperly identified in the form of Series D Note and in each such Series D Note issued at Closing as being “computed on the basis of a 360-day year and actual days elapsed” instead of “computed on the basis of a 360-day year of twelve 30-day months”;

     WHEREAS, the Issuer contacted the holders of the Series D Notes and it was agreed that interest on the Series D Notes should have been “computed on the basis of a 360-day year of twelve 30-day months”;

     WHEREAS, the Issuer, the Company and the holders of the Notes wish to correct (effective from the date of the Closing) the mistaken method of computation of interest in the form of Series D Notes and in each Series D Note issued under the Note Purchase Agreement;

     NOW THEREFORE, the Company and the Issuer hereby jointly and severally agree with you in this First Amendment to Note Purchase Agreement (this or the “First Amendment”) as follows:

     The first paragraph of Exhibit 1(d) of the Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:

“FOR VALUE RECEIVED, the undersigned, BEF HOLDING CO., INC., a Delaware corporation (the “Issuer”), hereby promises to pay to [                      ], or its registered assigns, the principal sum of $[                      ] DOLLARS on July 28, 2016, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.67% per annum from the date hereof, payable quarterly, on the 28th of each January, April, July and October in each year, commencing October 28, 2004, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 7.67% or (ii) 2% over the rate of interest publicly announced by National City Bank from time to time in Cleveland, Ohio as its “base” or “prime” rate. Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Note Purchase Agreement.”

SECTION 2. EXCHANGE OF SERIES D NOTES.

     Each holder of a Series D Note hereby agrees that interest on the unpaid balance of such Note is and was, from and after the Closing Date, to be “computed on the basis of a 360-day year of twelve 30-day months”. In furtherance of this First Amendment, the Issuer agrees to issue new Series D Notes, as modified as provided in Section 1 of this First Amendment, but in all other respects identical to the Note issued to each holder at Closing (each a “Replacement Note”) and each such holder agrees to surrender the Series D Note delivered to it at Closing in exchange for such Replacement Note.