UNITED STATES 
                    SECURITIES AND EXCHANGE COMMISSION 
                         Washington, D.C.  20549 
 
                                FORM 10-K 
 
(Mark One)  
  [ X ]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
                    OF THE SECURITIES EXCHANGE ACT OF 1934      
 
                 For the fiscal year ended February 28, 1997 
 
                                    OR 
 
  [    ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
                     OF THE SECURITIES EXCHANGE ACT OF 1934    
 
             For the transition period from ________ to _________ 
 
                          Commission File Number 
                                 1-6699 
 
                     INTERNATIONAL MULTIFOODS CORPORATION 
            (Exact name of registrant as specified in its charter) 
 
        Delaware                                   41-0871880 
(State or other jurisdiction of     (I.R.S. Employer Identification No.) 
incorporation or organization) 
 
33 South 6th Street, Minneapolis, Minnesota                   55402 
(Address of principal executive offices)                    (Zip Code) 
 
                              (612) 340-3300 
            (Registrant's telephone number, including area code) 
 
     Securities registered pursuant to Section 12(b) of the Act: 
 
                                                 Name of each exchange  
Title of each class                              on which registered 
-------------------                              ---------------------- 
Common Stock (par value $.10 per share)          New York Stock Exchange 
 
Preferred Stock Purchase Rights                  New York Stock Exchange 
 
      Securities registered pursuant to Section 12(g) of the Act:   None 
 
     Indicate by check mark whether the registrant (1) has filed all  
reports required to be filed by Section 13 or 15(d) of the Securities  
Exchange Act of 1934 during the preceding 12 months (or for such shorter  
period that the registrant was required to file such reports), and (2)  
has been subject to such filing requirements for the past 90 days. 
       Yes__X__      No_______ 
 
     Indicate by check mark if disclosure of delinquent filers pursuant  
to Item 405 of Regulation S-K is not contained herein, and will not be  
contained, to the best of the registrant's knowledge, in definitive  
proxy or information statements incorporated by reference in Part III of  
this Form 10-K or any amendment to this Form 10-K.     [__X__] 
 
     The aggregate market value of Common Stock, par value $.10 per  
share, held by non-affiliates of the registrant (see Item 12 hereof) as  
of May 1, 1997 (based on the closing sale price of $24.75 per share as  
reported in the consolidated transaction reporting system on such date)  
was $442,891,721. 
 
     The number of shares outstanding of the registrant's Common Stock,  
par value $.10 per share, as of May 1, 1997 was 18,002,919. 
 
                     DOCUMENTS INCORPORATED BY REFERENCE 
 
     Portions of the registrant's Annual Report to Stockholders for the  
fiscal year ended February 28, 1997 are incorporated by reference into  
Parts I and II. 
 
     Portions of the registrant's Proxy Statement for the Annual Meeting  
of Stockholders to be held June 20, 1997 are incorporated by reference  
into Part III. 
 
                                  PART I 
Item 1.        Business. 
 
General 
 
     International Multifoods Corporation, incorporated in Delaware in  
1969 as the successor to a business founded in 1892, operates food  
manufacturing and foodservice distribution businesses in the United  
States, Canada and Venezuela.  Unless indicated otherwise or the context  
suggests otherwise, the term "Company," as used in this Report, means  
International Multifoods Corporation and its consolidated subsidiaries. 
 
     The Company's business segments are Foodservice Distribution, North  
America Foods and Venezuela Foods.  The North America Foods segment was  
previously named the Bakery segment.  Financial information for the last  
three fiscal years for each of the Company's business segments, which is  
included in Note 17 to the Company's Consolidated Financial Statements  
on pages 36 and 37 of the Company's Annual Report to Stockholders for  
the fiscal year ended February 28, 1997 ("1997 Annual Report to  
Stockholders"), is incorporated herein by reference. 
 
Foodservice Distribution 
 
     The Foodservice Distribution segment includes the Company's vending  
distribution business, the limited-menu distribution business, and the  
food exporting business.  No single customer accounts for a significant  
portion of the segment's sales.  The Company's food exporting business  
has a major customer that distributes food products in Russia.  Earnings  
on sales to this customer accounted for approximately 14% of the  
Company's consolidated operating earnings before unusual items in fiscal  
year 1997, compared with 3% in fiscal year 1996. 
 
     Vending Distribution.  The Company is the largest U.S. vending  
distributor, serving approximately 14,000 vending and office coffee  
service operators and other concessionaires.  The Company distributes  
and sells more than 8,000 food products consisting primarily of candy,  
snacks, frozen and refrigerated products, pastries, hot beverages and  
juices.  Most of the products are nationally advertised brand products.   
The Company also sells certain products, such as premium ground and  
whole-bean coffee, hot cocoa, creamer and sugar, under its own private  
labels, VENDOR'S SELECT and GRINDSTONE CAFE.  Deliveries are made  
directly to vending and office coffee service operators from 20  
distribution centers located nationwide.  The frequency of deliveries  
varies, depending upon customer needs, but generally deliveries are made  
once a week.  The Company leases a fleet of approximately 175 tractor- 
trailers, most of which are equipped with an on-board computer system  
from which drivers obtain delivery performance and route information.   
The Company also operates 18 cash-and-carry locations from which  
customers can make purchases. 
 
     The vending distribution business is highly competitive.  While the  
Company is the only nationwide vending distributor, it encounters  
significant competition from regional and local distributors as well as  
warehouse clubs.  Price is a significant competitive element in the  
vending distribution business, however other important competitive  
factors are prompt and accurate delivery of orders, availability of a  
wide variety of products and customer service. 
 
     Limited-Menu Distribution.  The Company is a leading specialty  
distributor in the United States to independent pizza restaurants and  
other select limited-menu operators, including sandwich shops, Mexican  
restaurants, bakery shops and movie theaters.  The Company distributes a  
broad selection of cheeses, meats, snacks, paper goods and other  
products, including pizza ingredients sold under the Company's ULTIMO!  
brand as well as major national brands.  Deliveries are made directly to  
customers, generally once a week, from 14 distribution centers located  
strategically around the country to provide efficient and timely  
delivery to customers.  The distribution centers are linked by computer  
network to the distribution business' headquarters.  The Company  
maintains a fleet of more than 250 tractors and 300 trailers,  
approximately half of which are owned and half of which are leased by  
the Company. 
 
     The limited-menu distribution business is highly competitive.  The  
Company competes with several national and regional broadline  
distributors and numerous regional specialty foodservice distributors  
and local independent distributors.  The Company competes on the basis  
of product quality and consistency, customer service and the  
availability of a wide variety of products, as well as price and prompt  
and accurate delivery of orders.  The Company believes that its pizza  
expertise, which includes providing customers with ideas on promotions,  
menu planning and baking, differentiates the Company in part from its  
competitors.  In addition, the Company believes that it further  
distinguishes itself from broadline distributors by providing more  
personalized customer service. 
 
     Food Exporting.  The food exporting business markets and exports a  
variety of goods, primarily branded and commodity food products.  Export  
sales are made to customers in diverse geographic areas, including  
Eastern Europe, Asia and the Caribbean region.  The Company markets its  
food products under the MULTIFOODS, GOLDEN TEMPLE, ROBIN HOOD and BICK'S  
brands. 
 
     As indicated above, the food exporting business has a major  
customer that distributes food products in Russia.  The Company's  
financial position and results of operations could be adversely affected  
in the event of economic or political instability in Russia or if the  
customer experienced difficulty in meeting its commitments. 
 
North America Foods 
 
     The North America Foods segment consists of two divisions, North  
America Bakery and consumer products.  No single customer accounts for a  
significant portion of the segment's sales. 
 
     North America Bakery.  The North America Bakery division produces  
approximately 3,000 products for retail, in-store and wholesale bakeries  
and foodservice customers in the United States and Canada.  The Company  
produces bakery mix products, including mixes for breads, rolls, bagels,  
donuts, muffins, danish, cakes, cookies, brownies, bars and pizza  
crusts, as well as fillings and icings.  Bakery mix products are  
marketed under its MULTIFOODS and JAMCO brands in the United States and  
under its ROBIN HOOD brand in Canada.  In addition, the Company  
manufactures and markets frozen desserts under its MULTIFOODS, GOURMET  
BAKER and FANTASIA brands.  In Canada, the Company also produces wheat  
flour and durum and oat products.  Bakery products are marketed through  
the Company's own sales organization and independent distributors and  
brokers. 
 
     The Company encounters significant competition in the bakery  
products market.  The Company is a leading supplier of bakery mixes to  
retail and in-store bakeries in North America and it competes with  
several large corporations and regional producers of bakery mixes.  With  
respect to frozen bakery products, the Company competes primarily in the  
foodservice and in-store bakery markets with several large corporations  
and numerous regional suppliers that have select product offerings.  The  
Company competes primarily in Canada with respect to its commercial  
flour products and its competitors include both large corporations and  
regional producers.  The Company competes on the basis of product  
quality and uniqueness, product convenience, brand loyalty, timely  
delivery and customer service as well as price.   
 
     Consumer Products.  The consumer products division is the leading  
marketer in Canada of flour and specialty baking mixes sold to  
consumers.  More than 40 consumer baking mixes are sold under the  
Company's ROBIN HOOD brand, while consumer flour is sold under the  
Company's ROBIN HOOD, BRODIE, CREAM OF THE WEST and MONARCH brands.  The  
Company also sells hot cereals under its ROBIN HOOD, OLD MILL, RED RIVER  
and PURITY brands.  The Company also manufactures and markets pickles,  
relishes and other condiments to consumers in Canada, where its BICK'S  
brand is the leading brand.  The Company also sells condiments under its  
HABITANT, GATTUSO, WOODMAN'S, ROSE and MCLARENS labels.  Consumer  
products are marketed primarily through the Company's own sales  
organization, supported by advertising and other promotional activities.   
The Company competes on the basis of product quality, product  
convenience, the ability to identify and satisfy emerging consumer  
preferences, brand loyalty, timely delivery and customer service as well  
as price. 
 
Venezuela Foods 
 
     The Venezuela Foods segment includes consumer products for home  
baking, bakery products for food processors and commercial and retail  
bakeries, and products for the agricultural sector.  Consumer products  
include wheat flour, corn flour, whole grain rice, rice flour, corn  
cooking oil, oat cereals and spices, which are sold to grocery stores  
principally under the Company's ROBIN HOOD, JUANA, MONICA, PAYARA, GOLD  
BELL, LASSIE and LA COMADRE brands.  Bakery products include wheat  
flour, which is sold under the Company's POLAR, GRAN AGUANTE, GOLDRIM  
and ELEFANTE brands, and prepared bakery mixes, which are sold under the  
ROBIN HOOD brand.  Animal feeds are sold principally under the Company's  
SUPER-S brand to animal producers and farm distributors.  The Venezuela  
Foods segment's products are marketed through the Company's own sales  
organization and independent distributors and brokers. 
 
     The Company's Venezuelan subsidiary is one of the largest food  
companies in Venezuela and the second-largest producer of animal feeds  
for the agricultural sector.  The Company is the leading producer of  
consumer wheat flour, flour for commercial food processors and retail  
bakeries, and commercial bakery mixes.  No single customer accounts for  
a significant portion of the Venezuela Foods segment's sales.  The  
Company competes on the basis of quality, price, uniqueness, timely  
delivery and customer service. 
 
     The Company's operations in Venezuela are subject to risks inherent  
in operating under a different legal and political system along with a  
difficult economic environment.  Among these risks are inflation,  
currency volatility, possible limitations on foreign investment,  
exchangeability of currency, dividend repatriation and changes in  
existing tax laws.  See "Management's Discussion and Analysis of Results  
of Operations and Financial Condition," which is included on pages 17  
through 20 of the 1997 Annual Report to Stockholders and is incorporated  
by reference in Part II, Item 7, hereof. 
 
 
Other Information Relating to the Business of the Company 
 
     Sources of Supply and Raw Materials.  The Company's vending  
distribution business purchases products directly from numerous  
manufacturers, processors and independent suppliers.  Several of these  
sources are large corporations from which the Company purchases large  
quantities of brand name candy and snacks.  The Company believes that  
adequate alternative sources of supply for other vending products are  
readily available. 
 
     The Company's limited-menu distribution business purchases products  
directly from numerous manufacturers, processors and independent  
suppliers.  The Company's limited-menu distribution business is not  
dependent upon any single supplier and alternative sources of supply are  
readily available. 
 
     With respect to the Company's North America Foods and Venezuela  
Foods segments, raw materials generally are available from numerous  
sources and the Company believes that it will continue to be able to  
obtain adequate supplies.  In Canada, the Company minimizes risks  
associated with wheat market price fluctuations by hedging its wheat and  
flour inventories, open wheat purchase contracts and open flour sales  
contracts with wheat futures contracts.  In the United States, the  
Company also enters into futures contracts to reduce the risk of price  
fluctuations on certain anticipated raw material purchases.  See Note 7  
to the Company's Consolidated Financial Statements which are  
incorporated by reference in Part II, Item 8, hereof. 
 
     The Company's Venezuelan operations are dependent on raw material  
imports for many of its products.  Wheat, oats and soybeans are not  
grown in Venezuela and adequate quantities of sorghum and yellow corn  
are not grown in Venezuela.  However, adequate wheat, oats, soybean,  
sorghum and yellow corn requirements generally are available and  
procured from sources primarily in the United States and Canada.   
Generally, adequate quantities of corn (other than yellow corn) and  
rice, which are grown in Venezuela, are available locally.  In the event  
of a local shortage of corn or rice, the Company has, from time to time,  
purchased corn and rice from the world market. 
 
     Trademarks and Other Intellectual Property.  The Company owns  
numerous trademarks, service marks and product formulae which are  
important to the Company's business.  The most significant trademarks  
and service marks are identified above.  Most of the Company's  
trademarks and service marks are registered. 
 
     Seasonality.  The Company does not experience material seasonal  
variations in its sales volumes. 
 
     Environmental Regulation.  The Company's facilities in the United  
States are subject to federal, state and local environmental laws and  
regulations.  Compliance with these provisions has not had, and the  
Company does not expect such compliance to have, any material adverse  
effect upon the Company's capital expenditures, net earnings or  
competitive position. 
 
     The Company has received notices from the U.S. Environmental  
Protection Agency and the New York State Department of Environmental  
Conservation that the Company has been identified as a potentially  
responsible party ("PRP") under the Comprehensive Environmental  
Response, Compensation and Liability Act and may be required to share in  
the cost of cleanup of two environmentally contaminated sites.  The  
Company recognizes that its potential exposure with respect to each of  
these sites may be joint and several.  However, based upon several  
factors such as the volume of material contributed to the sites, the  
number and financial viability of other PRP's, allocations of volumetric  
waste contributions to other PRP's, remediation cost estimates and the  
present status of the proceedings involving such sites, the Company has  
concluded that its probable aggregate exposure in regard to such sites  
is not material. 
 
     On December 3, 1996, Curtice-Burns Foods, Inc. and Curtice Burns  
Meat Snacks, Inc. (together, "Curtice-Burns") filed a third-party  
complaint against the Company in the United States District Court for  
the District of Oregon.  The complaint was filed in connection with a  
civil lawsuit commenced in October 1996 by Oberto Sausage Company of  
Oregon ("Oberto") against Curtice-Burns.  The third-party complaint  
alleges that the Company caused or contributed to the environmental  
contamination of certain real property, and groundwater beneath the real  
property, located in Oregon.  The Company operated a meat-snack  
manufacturing plant on the property for a period of 10 years until 1986,  
when the Company sold the business to Curtice-Burns.  Curtice-Burns  
subsequently sold the property to Oberto.  Curtice-Burns is seeking  
declaratory and monetary relief against the Company under theories of  
strict liability, contribution for remedial action costs under Oregon  
and federal statutes, and indemnity.  Curtice-Burns is seeking damages  
in excess of $35,000, the cost of all past, present and future remedial  
action related to the environmental contamination of the property and  
the groundwater beneath the property, and costs and disbursements  
incurred in litigating this matter. Oberto has asserted similar causes  
of action and is seeking similar relief against Curtice-Burns in the  
underlying lawsuit.  The parties to the lawsuit are in the initial  
stages of discovery and the Company intends to vigorously defend itself  
in the lawsuit.  The Company has also tendered defense of the lawsuit to  
the Company's primary general liability insurance carrier during the  
period of time at issue in the lawsuit. 
 
     Employees.  As of February 28, 1997, the Company and its  
subsidiaries had 7,176 employees. 
 
 
Item 2.          Properties. 
 
     The Company's principal executive offices are located in  
Minneapolis, Minnesota in leased office space.  Several of the Company's  
subsidiaries also own or lease office space.  The Company operates  
numerous processing and distribution facilities throughout the United  
States, Canada and Venezuela.  The Company believes that its facilities  
are suitable and adequate for current production or distribution  
volumes. 
 
Foodservice Distribution 
 
     The Company owns two and leases 18 distribution centers aggregating  
approximately 1.6 million square feet for its vending distribution  
business.  These distribution centers are located in Commerce and  
Fremont, California; Denver, Colorado; East Windsor, Connecticut;  
Orlando, Florida; Austell, Georgia; Woodridge, Illinois; Shawnee,  
Kansas; Louisville, Kentucky; Belleville, Michigan; Minneapolis,  
Minnesota; Greensboro, North Carolina; Paulsboro and Parsippany, New  
Jersey; Twinsburg, Ohio; Memphis, Tennessee; Dallas and Houston, Texas;  
Kent, Washington; and Pewaukee, Wisconsin. 
 
     The Company's vending distribution business also operates 18 cash- 
and-carry distribution locations, 11 of which are separate from the  
Company's other distribution centers. 
 
     The Company owns nine and leases five distribution centers  
aggregating approximately 1.0 million square feet for its limited-menu  
distribution business.  These distribution centers are located in Tempe,  
Arizona; Anaheim, Livermore and Modesto, California; Denver, Colorado;  
Kissimmee, Florida; Atlanta, Georgia; Boise, Idaho; Indianapolis,  
Indiana; Rice, Minnesota; Springfield, Missouri; Portland, Oregon;  
Middletown, Pennsylvania; and Dallas, Texas. 
 
North America Foods 
 
     The Company owns 13 and leases four processing facilities.  These  
processing facilities are located in La Mirada, California; Bonner  
Springs, Kansas; Malden, Massachusetts; Sedalia, Missouri; Lockport, New  
York; Elyria, Ohio; Burnaby, British Columbia (2); Winnipeg, Manitoba;  
Burlington, Dunnville, Port Colborne, Scarborough and Simcoe, Ontario;  
Montreal, Quebec (2); and Saskatoon, Saskatchewan. 
 
     The Company also operates two research and development  
laboratories. 
 
Venezuela Foods 
 
     The Company owns 18 processing facilities and leases one processing  
facility.  These processing facilities are located in Barcelona,  
Anzoategui; Ciudad Bolivar, Bolivar; Puerto Cabello (5) and Valencia,  
Carabobo; Calabozo, Guarico (3); Acarigua (3) and Araure, Portuguesa;  
Cumana, Sucre; and Maracaibo, Zulia (3). 
 
     The Company owns three and leases 14 warehouse facilities.  In  
addition, the Company owns two and leases 14 agricultural distribution  
centers. 
 
     The Company also operates two Company-owned hatcheries and one  
leased hatchery and operates four Company-owned and seven leased poultry  
farms. 
 
 
Item 3.          Legal Proceedings. 
 
     Neither the Company nor any of its subsidiaries is a party to any  
legal proceeding that is material to the business or financial condition  
of the Company.  See the information under the heading "Other  
Information Relating to the Business of the Company - Environmental  
Regulation" in Item 1 above for a description of environmental matters  
in which the Company is involved. 
 
 
Item 4.          Submission of Matters to a Vote of Security Holders. 
 
     No matters were submitted to a vote of security holders of the  
Company during the fourth quarter of the fiscal year ended February 28,  
1997. 
 
 
EXECUTIVE OFFICERS OF THE COMPANY. 
 
     The information contained in Item 10 in Part III hereof under the  
heading "Executive Officers of the Company" is incorporated by reference  
in Part I of this Report. 
 
 
                                PART II 
 
Item 5.          Market for Registrant's Common Equity and  
                 Related Stockholder Matters. 
 
     The Company's Common Stock is listed on the New York Stock  
Exchange.  The high and low sales prices for the Company's Common Stock  
as reported in the consolidated transaction reporting system and the  
amount of the cash dividends paid on the Company's Common Stock for each  
quarterly period within the two most recent fiscal years, shown in Note  
18 to the Company's Consolidated Financial Statements on page 38 of the  
1997 Annual Report to Stockholders, are incorporated herein by  
reference. 
 
     As of May 1, 1997, there were 4,944 holders of record of the Common  
Stock of the Company. 
 
 
Item 6.          Selected Financial Data. 
 
     The information for fiscal years 1993 through 1997 in the "Six-Year  
Comparative Summary" on page 39 of the 1997 Annual Report to  
Stockholders under the headings "Consolidated Summary of Operations,"  
"Year-End Financial Position" and "Dividends Paid" is incorporated  
herein by reference.  The information contained in Note 4 ("Unusual  
Items") to the Company's Consolidated Financial Statements on pages 27  
and 28 of the 1997 Annual Report to Stockholders is also incorporated  
herein by reference. 
 
Item 7.          Management's Discussion and Analysis of Financial  
Condition and Results of Operations. 
 
     The information under the heading "Management's Discussion and  
Analysis of Results of Operations and Financial Condition" on pages 17  
through 20 of the 1997 Annual Report to Stockholders is incorporated  
herein by reference. 
 
 
Item 8.          Financial Statements and Supplementary Data. 
 
     The Independent Auditors' Report, the Company's Consolidated  
Financial Statements as of February 28, 1997 and February 29, 1996, and  
for each of the fiscal years in the three-year period ended February 28,  
1997, and the Notes to the Company's Consolidated Financial Statements  
on pages 21 through 38  of the 1997 Annual Report to Stockholders are  
incorporated herein by reference. 
 
 
Item 9.          Changes in and Disagreements with Accountants on  
Accounting and Financial Disclosure. 
 
     None. 
 
                                PART III 
 
Item 10.         Directors and Executive Officers of the Registrant. 
 
     The section under the heading "Election of Directors" on pages 3  
through 6 and the section entitled "Section 16(a) Beneficial Ownership  
Reporting Compliance" on page 22 of the Company's Proxy Statement dated  
May 15, 1997 ("1997 Proxy Statement") are incorporated herein by  
reference. 
 
Executive Officers of the Company 
 
     The following sets forth the name, age and business experience for  
at least the past five years of each of the executive officers of the  
Company as of May 1, 1997.  Unless otherwise noted, the positions  
described are positions with the Company or its subsidiaries. 
 
 
Name              Age  Positions Held                   Period 
 
Gary E. Costley   53   Chairman of the Board, President  January 1, 1997 
                         and Chief Executive Officer       to present 
                       Dean of the Babcock Graduate      1995 to 1996 
                         School of Management at 
                         Wake Forest University 
                       Executive Vice President of       1992 to 1994 
                         Kellogg Company and President,  
                         Kellogg North America 
                       Executive Vice President of       1988 to 1992 
                         Kellogg Company and President  
                         and Chairman, Kellogg, USA 
 
Jeffrey E. Boies  52   President, VSA, Inc.             October 28, 1996 
                                                          to present 
                       President and Chief Executive     1995 to 1996 
                         Officer of Sysco Food 
                         Services/Cincinnati 
                       President and Chief Executive     1993 to 1995 
                         Officer of Sysco Food 
                         Services/Albany 
                       President and Chief Executive     1984 to 1993 
                         Officer of Sysco Food 
                         Services/Houston  
 
Frank W. Bonvino  55   Vice President, General Counsel   1992 to present 
                         and Secretary 
                       Vice President and Associate      1991 to 1992 
                         General Counsel  
 
D. Bruce Kean     57   President - Multifoods            1994 to present 
                         Specialty Distribution, Inc. 
                       Senior Vice President             1989 to 1994 
                         Leprino Foodservice Distribution      
                         Division of Leprino Foods Company 
 
Fidias Robuste    59   President and Managing Director   1993 to present 
                         Molinos Nacionales, C.A.  
                         (MONACA) 
                       Vice President-Operations of      1989 to 1993 
                         Molinos Nacionales, C.A. (MONACA) 
 
William L. Trubeck 50  Senior Vice President-Finance     March 1, 1997 
                         and Chief Financial Officer       to present 
                       Senior Vice President and Chief   1994 to 1996 
                         Financial Officer of  
                         SPX Corporation 
                       Senior Vice President and Chief   1993 to 1994 
                         Financial Officer of  
                         Honeywell Inc. 
                       Chief Financial and               1991 to 1993 
                       Administrative Officer of  
                         White & Case 
 
Robert S. Wright  50   President, North America Foods    1995 to present 
                       President, Specialty              1994 to 1995 
                         Brands Division   
                        of Foodbrands America, Inc. 
                       President, Prepared Foods         1992 to 1994 
                         Division of International  
                         Multifoods Corporation 
                       Vice President, Marketing         1991 to 1992 
                         of MasterLock Co. 
                       Group Vice President of           1989 to 1991 
                         Universal Foods Corporation 
 
     The executive officers of the Company are elected annually by the  
Board of Directors with the exception of the Presidents of the Company's  
business units, who hold appointed offices. 
 
 
Item 11.     Executive Compensation. 
 
     The section under the heading "Election of Directors" entitled  
"Compensation of Directors" on page 7 and the section entitled  
"Executive Compensation" on pages 12 through 21 of the 1997 Proxy  
Statement are incorporated herein by reference. 
 
 
Item 12.     Security Ownership of Certain Beneficial Owners and  
Management. 
 
     The section entitled "Security Ownership of Certain Beneficial  
Owners and Management" on pages 2 and 3 of the 1997 Proxy Statement is  
incorporated herein by reference. 
 
     For purposes of computing the market value of the Company's Common  
Stock held by non-affiliates of the Company on the cover page of this  
Report, all executive officers and directors of the Company are  
considered to be affiliates of the Company.  This does not represent an  
admission by the Company or any such person as to the affiliate status  
of such person. 
 
 
Item 13.     Certain Relationships and Related Transactions. 
 
     Not applicable. 
 
                                 PART IV 
 
Item 14.     Exhibits, Financial Statement Schedules and Reports on  
             Form 8-K. 
 
     (a)     Documents Filed as a Part of this Report 
 
1.     Financial Statements 
 
     The following consolidated financial statements of International  
Multifoods Corporation and subsidiaries and the Independent Auditors'  
Report thereon, included in the 1997 Annual Report to Stockholders, are  
incorporated by reference in Part II, Item 8, hereof: 
 
          Independent Auditors' Report 
          Consolidated Statements of Earnings - Years ended 
              February 28, 1997, February 29, 1996 and February 28, 
              1995 
          Consolidated Balance Sheets - February 28, 1997 and 
              February 29, 1996 
          Consolidated Statements of Cash Flows - Years ended 
              February 28, 1997, February 29, 1996 and 
              February 28, 1995 
          Notes to Consolidated Financial Statements 
 
2.     Financial Statement Schedules 
 
     The consolidated financial statement schedule of International  
Multifoods Corporation and subsidiaries and the Independent Auditors'  
Report thereon required to be filed as part of this Report are listed  
below and are included at the end of this Report. 
 
          Independent Auditors' Report 
          Schedule II - Valuation and Qualifying Accounts 
 
     All other schedules for which provision is made in the applicable  
accounting regulations of the Securities and Exchange Commission are not  
required under the related instructions or are inapplicable and,  
therefore, have been omitted. 
 
3.     Exhibits 
 
3.1          Restated Certificate of Incorporation of International  
Multifoods Corporation, as amended to date (incorporated herein by  
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for  
the fiscal year ended February 28, 1993). 
 
3.2          Bylaws of International Multifoods Corporation, as amended  
to date (incorporated herein by reference to Exhibit 3.2 to the  
Company's Annual Report on Form 10-K for the fiscal year ended February  
28, 1994). 
 
4.1          Indenture, dated as of January 1, 1990, between  
International Multifoods Corporation and First Trust of New York,  
National Association, successor to Morgan Guaranty Trust Company of New  
York (incorporated herein by reference to Exhibit 4.1 to the Company's  
Annual Report on Form 10-K for the fiscal year ended February 28, 1993). 
 
4.2          First Supplemental Indenture, dated as of May 29, 1992,  
supplementing the Indenture, dated as of January 1, 1990, between  
International Multifoods Corporation and First Trust of New York,  
National Association, successor to Morgan Guaranty Trust Company of New  
York (incorporated herein by reference to Exhibit 4.2 to the Company's  
Annual Report on Form 10-K for the fiscal year ended February 28, 1993). 
 
4.3          Officers' Certificate, with exhibits thereto, relating to  
the Company's Medium-Term Notes, Series A, issued under the Indenture,  
dated as of January 1, 1990, as supplemented by the First Supplemental  
Indenture, dated as of May 29, 1992, between International Multifoods  
Corporation and First Trust of New York, National Association, successor  
to Morgan Guaranty Trust Company of New York (incorporated herein by  
reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for  
the fiscal year ended February 28, 1993). 
 
4.4          Officers' Certificate and Authentication Order dated  
February 1, 1996 relating to the Company's Medium-Term Notes, Series B,  
including the forms of Notes, issuable under the Indenture, dated as of  
January 1, 1990, as supplemented by the First Supplemental Indenture,  
dated as of May 29, 1992, between International Multifoods Corporation  
and First Trust of New York, National Association, successor to Morgan  
Guaranty Trust Company of New York (incorporated herein by reference to  
Exhibit 4.1 to the Company's Current Report on Form 8-K dated February  
1, 1996). 
 
4.5          Credit Agreement dated as of March 22, 1996 among  
International Multifoods Corporation, various financial institutions,  
Bankers Trust Company, as Syndication Agent, The First National Bank of  
Chicago, as Documentation Agent, and Bank of America National Trust and  
Savings Association, as Administrative Agent (incorporated herein by  
reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for  
the fiscal year ended February 29, 1996). 
 
4.6          Credit Agreement dated as of May 30, 1996 among Robin Hood  
Multifoods Inc., various financial institutions and Canadian Imperial  
Bank of Commerce, as Agent (incorporated herein by reference to Exhibit  
4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended  
May 31, 1996). 
 
 
          The Company hereby agrees to furnish to the Securities and  
Exchange Commission upon request copies of all other instruments  
defining the rights of holders of long-term debt of International  
Multifoods Corporation and its consolidated subsidiaries. 
 
 
10.1          Rights Agreement, dated as of October 4, 1990, as amended  
as of March 1, 1993, between International Multifoods Corporation and  
Norwest Bank Minnesota, N.A., with exhibits thereto (incorporated herein  
by reference to Exhibit 1 to the Company's Registration Statement on  
Form 8-A dated October 11, 1990 and Exhibit 1 to Amendment No. 1 on Form  
8 dated March 1, 1993 to the Company's Registration Statement on Form 8- 
A dated October 11, 1990). 
 
10.2          1997 Stock-Based Incentive Plan of International  
Multifoods Corporation.* 
 
10.3          Amended and Restated 1989 Stock-Based Incentive Plan of  
International Multifoods Corporation (incorporated herein by reference  
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the  
quarter ended August 31, 1993).* 
 
10.4          1986 Stock Option Incentive Plan of International  
Multifoods Corporation (incorporated herein by reference to Exhibit 4 to  
the Company's Registration Statement on Form S-8 (Registration No. 33- 
6223)).* 
 
10.5          Management Incentive Plan of International Multifoods  
Corporation, Amended and Restated as of September 17, 1993, as further  
amended (incorporated herein by reference to Exhibit 10.3 to the  
Company's Quarterly Report on Form 10-Q for the quarter ended November  
30, 1993 and Exhibit 10.11 to the Company's Annual Report on Form 10-K  
for the fiscal year ended February 28, 1995).* 
 
10.6     Multifoods Division Long-Term Incentive Program (incorporated  
herein by reference to Exhibit 10.11 to the Company's Annual Report on  
Form 10-K for the fiscal year ended February 29, 1996).* 
 
10.7          Management Benefit Plan of International Multifoods  
Corporation, Restated Effective January 1, 1997.* 
 
10.8          Trust Agreement, dated July 30, 1987, between  
International Multifoods Corporation and Norwest Bank Minnesota,  
National Association, as successor trustee to Bank of America NT and SA,  
relating to the Management Benefit Plan of International Multifoods  
Corporation (incorporated herein by reference to Exhibit 10.11 to the  
Company's Annual Report on Form 10-K for the fiscal year ended February  
28, 1993).* 
 
10.9          Compensation Deferral Plan for Executives of International  
Multifoods Corporation, Amended and Restated as of September 17, 1993  
(incorporated herein by reference to Exhibit 10.5 to the Company's  
Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 
 
10.10          First Amendment to the Compensation Deferral Plan for  
Executives of International Multifoods Corporation, Amended and Restated  
as of September 17, 1993.* 
 
10.11          Supplemental Deferred Compensation Plan of International  
Multifoods Corporation, Adopted Effective April 1, 1997.* 
 
10.12          Deferred Income Capital Accumulation Plan for Executives  
of International Multifoods Corporation, Amended and Restated as of  
September 17, 1993 (incorporated herein by reference to Exhibit 10.6 to  
the Company's Quarterly Report on Form 10-Q for the quarter ended  
November 30, 1993).* 
 
10.13          Trust Agreement, dated February 25, 1991, between  
International Multifoods Corporation and Norwest Bank Minnesota,  
National Association, as successor trustee to Bank of America NT and SA,  
relating to the Supplemental Retirement Benefit for Anthony Luiso  
(incorporated herein by reference to Exhibit 10.14 to the Company's  
Annual Report on Form 10-K for the fiscal year ended February 28,  
1993).* 
 
10.14          Employment Agreement, dated as of November 1 1996,  
between International Multifoods Corporation and Gary E. Costley  
(incorporated herein by reference to Exhibit 10.1 to the Company's  
Quarterly Report on Form 10-Q for the quarter ended November 30, 1996).* 
 
10.15          Form of Revised and Restated Severance Agreement between  
International Multifoods Corporation and each of the Company's executive  
officers, other than Gary E. Costley (incorporated herein by reference  
to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the  
quarter ended November 30, 1993).* 
 
10.16          Letter Agreement, dated July 10, 1995, between  
International Multifoods Corporation and Robert S. Wright regarding  
benefits and severance arrangements (incorporated herein by reference to  
Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal  
year ended February 29, 1996).* 
 
10.17          Memorandum of understanding, dated March 29, 1996,  
between International Multifoods Corporation and Robert S. Wright  
regarding supplemental retirement benefits (incorporated herein by  
reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K  
for the fiscal year ended February 29, 1996).* 
 
10.18          Letter Agreement, dated September 24, 1996, between  
International Multifoods Corporation and Jeffrey E. Boies regarding  
benefits and severance arrangements.* 
 
10.19          Memorandum of understanding, dated May 7, 1997, between  
International Multifoods Corporation and Jeffrey E. Boies regarding  
supplemental retirement benefits.* 
 
10.20          Separation Agreement dated June 21, 1996 between Anthony  
Luiso and International Multifoods Corporation (incorporated herein by  
reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q  
for the quarter ended May 31, 1996).* 
 
10.21          Separation Agreement dated December 31, 1996 between  
International Multifoods Corporation and Duncan H. Cocroft.* 
 
10.22          Letter dated January 3, 1997 from the Company to Devendra  
Mishra regarding separation from employment with the Company.* 
 
10.23          Agreement dated February 19, 1997 between International  
Multifoods Corporation and Devendra Mishra.* 
 
10.24          Form of Indemnity Agreement between International  
Multifoods Corporation and each of the Company's executive officers  
(incorporated herein by reference to Exhibit 10.19 to the Company's  
Annual Report on Form 10-K for the fiscal year ended February 28,  
1993).* 
 
10.25          Fee Deferral Plan for Non-Employee Directors of  
International Multifoods Corporation, Amended and Restated as of  
September 17, 1993 (incorporated herein by reference to Exhibit 10.7 to  
the Company's Quarterly Report on Form 10-Q for the quarter ended  
November 30, 1993).* 
 
10.26          First Amendment to Fee Deferral Plan for Non-Employee  
Directors of International Multifoods Corporation, Amended and Restated  
as of September 17, 1993.* 
 
10.27          Deferred Income Capital Accumulation Plan for Directors  
of International Multifoods Corporation, Amended and Restated as of  
September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to  
the Company's Quarterly Report on Form 10-Q for the quarter ended  
November 30, 1993).* 
 
10.28          Form of Indemnity Agreement between International  
Multifoods Corporation and each non-employee director of the Company  
(incorporated herein by reference to Exhibit 10.21 to the Company's  
Annual Report on Form 10-K for the fiscal year ended February 28,  
1993).* 
 
10.29          Stock Purchase Agreement between International Multifoods  
Corporation (Seller) and Doskocil Companies Incorporated (Buyer) dated  
as of March 17, 1994 (incorporated herein by reference to Exhibit 2.1 to  
the Company's Current Report on Form 8-K dated June 1, 1994). 
 
10.30          Stock Purchase Agreement between International Multifoods  
Corporation (Seller) and Tyson Foods, Inc. (Buyer) dated as of June 7,  
1995 (incorporated herein by reference to Exhibit 2.1 to the Company's  
Current Report on Form 8-K dated June 26, 1995). 
 
11          Computation of Earnings (Loss) Per Common Share. 
 
12          Computation of Ratio of Earnings to Fixed Charges. 
 
13          1997 Annual Report to Stockholders (only those portions  
expressly incorporated by reference herein shall be deemed filed with  
the Securities and Exchange Commission). 
 
21          List of significant subsidiaries of the Company. 
 
23          Consent of KPMG Peat Marwick LLP. 
 
27          Financial Data Schedule. 
 
____________________ 
*Management contract or compensatory plan or arrangement required to be  
filed as an exhibit to Form 10-K pursuant to Item 14(c) of this Report. 
 
 
     (b)     Reports on Form 8-K 
 
          No reports on Form 8-K were filed during the quarter ended  
February 28, 1997. 
 
     (c)     See Exhibit Index and Exhibits attached to this Report. 
 
     (d)     See Financial Statement Schedules included at the end of  
this Report. 
 
                               SIGNATURES 
 
 
     Pursuant to the requirements of Section 13 or 15(d) of the  
Securities Exchange Act of 1934, the registrant has duly caused this  
Report to be signed on its behalf by the undersigned, thereunto duly  
authorized. 
 
                                    INTERNATIONAL MULTIFOODS CORPORATION 
 
 
 
Dated:   May 15, 1997               By  /s/ Gary E. Costley 
                                      --------------------------------- 
                                        Gary E. Costley, Ph.D. 
                                        Chairman of the Board, President 
                                        and Chief Executive Officer 
 
 
 
 
     Pursuant to the requirements of the Securities Exchange Act of  
1934, this Report has been signed below by the following persons on  
behalf of the registrant and in the capacities and on the dates  
indicated. 
 
 
 
 
 
 
/s/ Gary E. Costley       Chairman of the Board, President  May 15, 1997 
------------------------- 
Gary E. Costley, Ph.D.    and Chief Executive Officer 
                          (Principal Executive Officer) 
                          and Director 
 
 
 
/s/ William L. Trubeck    Senior Vice President - Finance   May 15, 1997 
------------------------- 
William L. Trubeck        and Chief Financial Officer  
                          (Principal Financial Officer) 
 
 
 
/s/ Dennis R. Johnson     Vice President and                May 15, 1997 
------------------------- 
Dennis R. Johnson         Controller 
                          (Principal Accounting Officer) 
 
 
 
/s/ James G. Fifield      Director                          May 15, 1997 
------------------------- 
James G. Fifield 
 
 
 
/s/ Robert M. Price       Director                          May 15, 1997 
------------------------- 
Robert M. Price 
 
 
 
 
/s/ Nicholas L. Reding    Director                          May 15, 1997 
------------------------- 
Nicholas L. Reding 
 
 
 
 
/s/ Jack D. Rehm          Director                          May 15, 1997 
------------------------- 
Jack D. Rehm 
 
 
 
 
/s/ Lois D. Rice          Director                          May 15, 1997 
------------------------- 
Lois D. Rice 
 
 
 
 
/s/ Richard K. Smucker    Director                          May 15, 1997 
------------------------- 
Richard K. Smucker 
 
 
 
 
/s/ Dolph W. von Arx      Director                          May 15, 1997 
------------------------- 
Dolph W. von Arx 
 
 
 
 
 
 
Independent Auditors' Report 
 
 
 
The Board of Directors and Shareholders of 
International Multifoods Corporation: 
 
 
Under date of April 8, 1997, we reported on the consolidated balance  
sheets of International Multifoods Corporation and subsidiaries as of  
February 28, 1997 and February 29, 1996 and the related consolidated  
statements of earnings and cash flows for each of the years in the 
three-year period ended February 28, 1997, as contained in the 1997 Annual  
Report to Stockholders.  These consolidated financial statements and our  
report thereon are incorporated by reference in the Annual Report on 
Form 10-K for the fiscal year ended February 28, 1997.  In connection with 
our audits of the aforementioned consolidated financial statements, we also  
have audited the related consolidated financial statement schedule 
listed in Item 14.  The consolidated financial statement schedule is the  
responsibility of the Company's management.  Our responsibility is to  
express an opinion on the consolidated financial statement schedule 
based on our audits. 
 
In our opinion, such consolidated financial statement schedule, when  
considered in relation to the basic consolidated financial statements  
taken as a whole, presents fairly, in all material respects, the  
information set forth therein. 
 
 
 
 
 
                                                /s/KPMG Peat Marwick LLP
                                                KPMG Peat Marwick LLP 
 
 
  
Minneapolis, Minnesota 
April 8, 1997 
 
 


                                             Schedule II 
 
                        INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES 
                                  Valuation and Qualifying Accounts 
                                 Three years ended February 28, 1997 
                                             (in thousands) 
 




<TABLE> 
<CAPTION> 
                                                     Additions       
                                             ----------------------- 
                                Balance at   Net charges                                 Balance 
                                beginning    to costs and                                at end 
Description                      of year       expenses       Other      Deductions      of year 
------------                    ----------   ------------    -------     ----------      ------- 
<S>                              <C>           <C>           <C>           <C>           <C> 
Allowance deducted from assets 
  for doubtful receivables: 
 
Year ended February 28, 1997     $13,982       $2,862        $    -        $7,505(a)     $ 9,339(b) 
                                  ======        =====         =====         =====         ====== 
 
Year ended February 29, 1996     $ 6,708       $5,783        $2,877        $1,386(a)     $13,982(b) 
                                  ======        =====         =====         =====         ====== 
 
Year ended February 28, 1995     $ 5,219       $4,477        $1,190        $4,178(a)     $ 6,708(b) 
                                  ======        =====         =====         =====         ====== 
</TABLE> 
 
Notes: (a) Deductions include accounts charged off, net of recoveries, and  
           foreign currency translation adjustments which arise from changes 
           in current rates of exchange. 
       (b) Classified in the balance sheets as follows: 
 
                                                       1997     1996    1995 
                                                     ------  -------  ------ 
            Trade accounts receivable                $9,339  $13,977  $6,658 
            Miscellaneous receivables - current           -        5      50 
                                                     ------  -------  ------
                                                     $9,339  $13,982  $6,708
                                                     ======  =======  ====== 
 


                         INDEX TO EXHIBITS
                   TO ANNUAL REPORT ON FORM 10-K OF
                 INTERNATIONAL MULTIFOODS CORPORATION
              FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1997


3.1          Restated Certificate of Incorporation of International 
Multifoods Corporation, as amended to date (incorporated herein by 
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for 
the fiscal year ended February 28, 1993).

3.2          Bylaws of International Multifoods Corporation, as amended 
to date (incorporated herein by reference to Exhibit 3.2 to the 
Company's Annual Report on Form 10-K for the fiscal year ended February 
28, 1994).

4.1          Indenture, dated as of January 1, 1990, between 
International Multifoods Corporation and First Trust of New York, 
National Association, successor to Morgan Guaranty Trust Company of New 
York (incorporated herein by reference to Exhibit 4.1 to the Company's 
Annual Report on Form 10-K for the fiscal year ended February 28, 1993).

4.2          First Supplemental Indenture, dated as of May 29, 1992, 
supplementing the Indenture, dated as of January 1, 1990, between 
International Multifoods Corporation and First Trust of New York, 
National Association, successor to Morgan Guaranty Trust Company of New 
York (incorporated herein by reference to Exhibit 4.2 to the Company's 
Annual Report on Form 10-K for the fiscal year ended February 28, 1993).

4.3          Officers' Certificate, with exhibits thereto, relating to 
the Company's Medium-Term Notes, Series A, issued under the Indenture, 
dated as of January 1, 1990, as supplemented by the First Supplemental 
Indenture, dated as of May 29, 1992, between International Multifoods 
Corporation and First Trust of New York, National Association, successor 
to Morgan Guaranty Trust Company of New York (incorporated herein by 
reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for 
the fiscal year ended February 28, 1993).

4.4          Officers' Certificate and Authentication Order dated 
February 1, 1996 relating to the Company's Medium-Term Notes, Series B, 
including the forms of Notes, issuable under the Indenture, dated as of 
January 1, 1990, as supplemented by the First Supplemental Indenture, 
dated as of May 29, 1992, between International Multifoods Corporation 
and First Trust of New York, National Association, successor to Morgan 
Guaranty Trust Company of New York (incorporated herein by reference to 
Exhibit 4.1 to the Company's Current Report on Form 8-K dated February 
1, 1996).

4.5          Credit Agreement dated as of March 22, 1996 among 
International Multifoods Corporation, various financial institutions, 
Bankers Trust Company, as Syndication Agent, The First National Bank of 
Chicago, as Documentation Agent, and Bank of America National Trust and 
Savings Association, as Administrative Agent (incorporated herein by 
reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for 
the fiscal year ended February 29, 1996).

4.6          Credit Agreement dated as of May 30, 1996 among Robin Hood 
Multifoods Inc., various financial institutions and Canadian Imperial 
Bank of Commerce, as Agent (incorporated herein by reference to Exhibit 
4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended 
May 31, 1996).


          The Company hereby agrees to furnish to the Securities and 
Exchange Commission upon request copies of all other instruments 
defining the rights of holders of long-term debt of International 
Multifoods Corporation and its consolidated subsidiaries.


10.1          Rights Agreement, dated as of October 4, 1990, as amended 
as of March 1, 1993, between International Multifoods Corporation and 
Norwest Bank Minnesota, N.A., with exhibits thereto (incorporated herein 
by reference to Exhibit 1 to the Company's Registration Statement on 
Form 8-A dated October 11, 1990 and Exhibit 1 to Amendment No. 1 on Form 
8 dated March 1, 1993 to the Company's Registration Statement on Form 8-
A dated October 11, 1990).

10.2          1997 Stock-Based Incentive Plan of International 
Multifoods Corporation.*

10.3          Amended and Restated 1989 Stock-Based Incentive Plan of 
International Multifoods Corporation (incorporated herein by reference 
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the 
quarter ended August 31, 1993).*

10.4          1986 Stock Option Incentive Plan of International 
Multifoods Corporation (incorporated herein by reference to Exhibit 4 to 
the Company's Registration Statement on Form S-8 (Registration No. 33-
6223)).*

10.5          Management Incentive Plan of International Multifoods 
Corporation, Amended and Restated as of September 17, 1993, as further 
amended (incorporated herein by reference to Exhibit 10.3 to the 
Company's Quarterly Report on Form 10-Q for the quarter ended November 
30, 1993 and Exhibit 10.11 to the Company's Annual Report on Form 10-K 
for the fiscal year ended February 28, 1995).*

10.6     Multifoods Division Long-Term Incentive Program (incorporated 
herein by reference to Exhibit 10.11 to the Company's Annual Report on 
Form 10-K for the fiscal year ended February 29, 1996).*

10.7          Management Benefit Plan of International Multifoods 
Corporation, Restated Effective January 1, 1997.*

10.8          Trust Agreement, dated July 30, 1987, between 
International Multifoods Corporation and Norwest Bank Minnesota, 
National Association, as successor trustee to Bank of America NT and SA, 
relating to the Management Benefit Plan of International Multifoods 
Corporation (incorporated herein by reference to Exhibit 10.11 to the 
Company's Annual Report on Form 10-K for the fiscal year ended February 
28, 1993).*

10.9          Compensation Deferral Plan for Executives of International 
Multifoods Corporation, Amended and Restated as of September 17, 1993 
(incorporated herein by reference to Exhibit 10.5 to the Company's 
Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).*

10.10          First Amendment to the Compensation Deferral Plan for 
Executives of International Multifoods Corporation, Amended and Restated 
as of September 17, 1993.*

10.11          Supplemental Deferred Compensation Plan of International 
Multifoods Corporation, Adopted Effective April 1, 1997.*

10.12          Deferred Income Capital Accumulation Plan for Executives 
of International Multifoods Corporation, Amended and Restated as of 
September 17, 1993 (incorporated herein by reference to Exhibit 10.6 to 
the Company's Quarterly Report on Form 10-Q for the quarter ended 
November 30, 1993).*

10.13          Trust Agreement, dated February 25, 1991, between 
International Multifoods Corporation and Norwest Bank Minnesota, 
National Association, as successor trustee to Bank of America NT and SA, 
relating to the Supplemental Retirement Benefit for Anthony Luiso 
(incorporated herein by reference to Exhibit 10.14 to the Company's 
Annual Report on Form 10-K for the fiscal year ended February 28, 
1993).*

10.14          Employment Agreement, dated as of November 1 1996, 
between International Multifoods Corporation and Gary E. Costley 
(incorporated herein by reference to Exhibit 10.1 to the Company's 
Quarterly Report on Form 10-Q for the quarter ended November 30, 1996).*

10.15          Form of Revised and Restated Severance Agreement between 
International Multifoods Corporation and each of the Company's executive 
officers, other than Gary E. Costley (incorporated herein by reference 
to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the 
quarter ended November 30, 1993).*

10.16          Letter Agreement, dated July 10, 1995, between 
International Multifoods Corporation and Robert S. Wright regarding 
benefits and severance arrangements (incorporated herein by reference to 
Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal 
year ended February 29, 1996).*

10.17          Memorandum of understanding, dated March 29, 1996, 
between International Multifoods Corporation and Robert S. Wright 
regarding supplemental retirement benefits (incorporated herein by 
reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K 
for the fiscal year ended February 29, 1996).*

10.18          Letter Agreement, dated September 24, 1996, between 
International Multifoods Corporation and Jeffrey E. Boies regarding 
benefits and severance arrangements.*

10.19          Memorandum of understanding, dated May 7, 1997, between 
International Multifoods Corporation and Jeffrey E. Boies regarding 
supplemental retirement benefits.*

10.20          Separation Agreement dated June 21, 1996 between Anthony 
Luiso and International Multifoods Corporation (incorporated herein by 
reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q 
for the quarter ended May 31, 1996).*

10.21          Separation Agreement dated December 31, 1996 between 
International Multifoods Corporation and Duncan H. Cocroft.*

10.22          Letter dated January 3, 1997 from the Company to Devendra 
Mishra regarding separation from employment with the Company.*

10.23          Agreement dated February 19, 1997 between International 
Multifoods Corporation and Devendra Mishra.*

10.24          Form of Indemnity Agreement between International 
Multifoods Corporation and each of the Company's executive officers 
(incorporated herein by reference to Exhibit 10.19 to the Company's 
Annual Report on Form 10-K for the fiscal year ended February 28, 
1993).*

10.25          Fee Deferral Plan for Non-Employee Directors of 
International Multifoods Corporation, Amended and Restated as of 
September 17, 1993 (incorporated herein by reference to Exhibit 10.7 to 
the Company's Quarterly Report on Form 10-Q for the quarter ended 
November 30, 1993).*

10.26          First Amendment to Fee Deferral Plan for Non-Employee 
Directors of International Multifoods Corporation, Amended and Restated 
as of September 17, 1993.*

10.27          Deferred Income Capital Accumulation Plan for Directors 
of International Multifoods Corporation, Amended and Restated as of 
September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to 
the Company's Quarterly Report on Form 10-Q for the quarter ended 
November 30, 1993).*

10.28          Form of Indemnity Agreement between International 
Multifoods Corporation and each non-employee director of the Company 
(incorporated herein by reference to Exhibit 10.21 to the Company's 
Annual Report on Form 10-K for the fiscal year ended February 28, 
1993).*

10.29          Stock Purchase Agreement between International Multifoods 
Corporation (Seller) and Doskocil Companies Incorporated (Buyer) dated 
as of March 17, 1994 (incorporated herein by reference to Exhibit 2.1 to 
the Company's Current Report on Form 8-K dated June 1, 1994).

10.30          Stock Purchase Agreement between International Multifoods 
Corporation (Seller) and Tyson Foods, Inc. (Buyer) dated as of June 7, 
1995 (incorporated herein by reference to Exhibit 2.1 to the Company's 
Current Report on Form 8-K dated June 26, 1995).

11          Computation of Earnings (Loss) Per Common Share.

12          Computation of Ratio of Earnings to Fixed Charges.

13          1997 Annual Report to Stockholders (only those portions 
expressly incorporated by reference herein shall be deemed filed with 
the Securities and Exchange Commission).

21          List of significant subsidiaries of the Company.

23          Consent of KPMG Peat Marwick LLP.

27          Financial Data Schedule.
                                 


________________
*Management contract or compensatory plan or arrangement required to be 
filed as an exhibit to Form 10-K pursuant to Item 14(c) of this Report.