MARIETTA CORPORATION 37 Huntington Street Cortland, New York 13045

                                                                  EXHIBIT (C)(5)

                             MARIETTA CORPORATION
                             00 Xxxxxxxxxx Xxxxxx
                           Xxxxxxxx, Xxx Xxxx 00000

                                 March 8, 1996


BFMA Holding Corporation
000 X.X., 0xx Xxxxxx, Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxx 00000

Ladies and Gentlemen:

        Reference is hereby made to the Agreement and Plan of Merger, dated as 
of August 26, 1995, as amended by Amendment No. 1 thereto, dated as of November 
30, 1995 and Amendment No. 2 thereto, dated as of January 26, 1996 (the "Merger 
Agreement"), by and among BFMA Holding Corporation, a Delaware corporation (the 
"Parent"), BFMA Acquisition Corporation, a New York corporation which is wholly 
owned subsidiary of the Parent ("Newco") and Marietta Corporation, a New York 
corporation (the "Company"). All capitalized terms used herein, unless otherwise
defined herein, shall have the meanings ascribed to such terms in the Merger 
Agreement.

        The Parent has requested that the Company consent to the appointment of
Continental Stock Transfer and Trust Company (the company named as the Exchange
Agent in the Proxy Statement) as the Exchange Agent pursuant to the Merger
Agreement and waive the requirement set forth in Section 3.11 of the Merger
Agreement, that the Parent designate a branch or trust company located in the
United States with assets in excess of $500,000,000 to serve as the Exchange
Agent. The Company hereby consents to the Parent's designation of Continental
Stock Transfer and Trust Company as the Exchange Agent upon the consumation of
the Merger and requests that the Parent and Newco signify their acknowledgment
and agreement with the foregoing terms of this letter by signing this letter in
the space provided for their respective signatures below.

                                        Very truly yours,

                                        MARIETTA CORPORATION

                                        By:/s/ Xxxxxx X. Xxxxxx
                                           --------------------
                                        Name: Xxxxxx X. Xxxxxx
                                        Title: CAO, VP, Treasurer

Acknowledged and Agreed in all Respects:

BFMA HOLDING CORPORATION

By: /s/ Xxxxx X. Xxxxxxxxx
   -------------------------
   Name: Xxxxx X. Xxxxxxxxx
   Title: President

BFMA ACQUISITION CORPORATION

By: /s/ Xxxxx X. Xxxxxxxxx
   -------------------------
   Name: Xxxxx X. Xxxxxxxxx
   Title: President