Water, Light Cream, Clam Meat, Dehydrated Potatoes (Sodium Acid Pyrophosphate Added to Maintain Color), Onions, Butter (Cream, Salt) Flour (Wheat Flour, Malted Barley Flour, Niacin, Iron, Thiamine Mononitrate, Riboflavin and Folic Acid), Ocean Clam Broth Concentrate, Modified Food Starch, Salt, Salt Pork (Cured in Water and Salt), and Spice.