Potatoes, clam juice (natural juice from sea clams), chopped clams(artic surf clams, cockle clams, clam juice, sodium phosphate, salt, calcium disodium EDTA), salt), heavy cream (grade A cream), chicken stock (water, antibiotic free chicken bones, carrots, celery, onions, garlic, black peppercorns, bay leaf, dill, parsley), celery, scallions, bacon bits (pork cured with salt, sugar, sodium phosphate, sodium nitrate), butter (cream, natural flavors), garlic blend (garlic, expeller pressed canola oil), corn starch, kosher salt, parsley, ground white pepper, nisin preparation. Contains: Shellfish, Fish, Milk May Contain: Sea Salt, Sodium Ascorbate, Sodium Erythorbate May also contain ingredients manufactored on equipment that process products containing Soy, Wheat Fish, Eggs, Milk and Shellfish.