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, 1999

                                  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              (I.R.S. Employer 
of incorporation or organization)        Identification No.)

200 East Lake Street, Wayzata, Minnesota           55391
(Address of principal executive offices)        (Zip Code)

                            (612) 594-3300
        (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                         New York Stock Exchange
(par value $.10 per share) 

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 3, 1999 (based on the closing sale price of $21.9375 per share as 
reported in the consolidated transaction reporting system on such date) 
was $407,008,171.  

     The number of shares outstanding of the registrant's Common Stock, 
par value $.10 per share, as of May 3, 1999 was 18,737,951.  

              DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant's Annual Report to Stockholders for the 
fiscal year ended February 28, 1999 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 18, 1999 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 a 
foodservice distribution business in the United States and food 
manufacturing 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.  In August 1998, the 
Company announced its decision to sell its Venezuela Foods business and 
classified the Venezuela Foods business as a discontinued operation.

     The Company's business segments are Multifoods Distribution Group 
and North America Foods.  Financial information for the last three 
fiscal years for each of the Company's business segments, which is 
included in Note 15 to the Company's Consolidated Financial Statements 
on pages 43 and 44 of the Company's Annual Report to Stockholders for 
the fiscal year ended February 28, 1999 ("1999 Annual Report to 
Stockholders"), is incorporated herein by reference.

Multifoods Distribution Group

     The Multifoods Distribution Group segment is a distributor of food 
and other products to the foodservice industry in the United States.  
The Company leases a fleet of approximately 388 tractors, 466 trailers 
and 22 straight trucks, most of which are equipped with an on board 
computer system from which drivers obtain delivery performance and route 
information.  The Company operates 31 distribution centers located 
nationwide.  The Company also operates 19 cash and carry locations from 
which customers can make purchases.  No single customer accounts for a 
significant portion of the segment's sales.

     The Company is a distributor of food and other products in the 
United States to independent pizza restaurants and other casual-dining, 
limited-menu operators, including sandwich shops, Mexican and Italian 
restaurants, movie theaters, fund-raising groups, commissaries and 
stadium and recreational concession stands.  The Company distributes a 
broad selection of cheeses, meats, snacks, paper goods, cleaning 
supplies and other products, including pizza ingredients sold under the 
Company's ULTIMO! brand as well as major national brands. The Company is 
also the largest U.S. vending distributor, serving approximately 20,000 
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 customers, generally once a week, 
from distribution centers located nationwide.

     The 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.  While the Company is the only nationwide 
vending distributor, it encounters significant competition from regional 
and local distributors as well as warehouse clubs.  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.  

North America Foods

     The North America Foods segment consists of two units, U.S. Foods 
and Robin Hood Multifoods. No single customer accounts for a significant 
portion of the segment's sales.

     U.S. Foods.  The U.S. Foods unit produces approximately 3,000 
products for retail, wholesale and in-store bakeries and foodservice 
customers in the United States.  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 addition, the Company manufactures and 
markets frozen batters, doughs and desserts under its MULTIFOODS, 
GOURMET BAKER and FANTASIA brands.  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 the United States 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 on the basis of product quality and uniqueness, product 
convenience, brand loyalty, timely delivery and customer service as well 
as price.  

     Robin Hood Multifoods.  The Robin Hood Multifoods unit consists of 
the Company's Canada consumer and commercial foods businesses.  The 
consumer foods business 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, GOLDEN TEMPLE, 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.  In 
addition, the Company 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 the HABITANT, 
GATTUSO, WOODMAN'S, ROSE and MCLARENS labels.  The commercial foods 
business produces condiments, bakery mix products, wheat flour and oat 
products for retail, in-store and wholesale bakeries and foodservice 
customers in Canada and the United States.  Such products are sold under 
the Company's ROBIN HOOD and BICK'S brands.  The Company also 
manufactures and markets frozen batters, doughs and desserts in Canada 
under its GOURMET BAKER brand.

     The products of Robin Hood Multifoods are marketed primarily 
through the Company's own sales organization, supported by advertising 
and other promotional activities.  The Company's competitors in Canada 
include both large corporations and regional producers.  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.

Discontinued Operations

     The Company is attempting to sell its Venezuela Foods business, 
which is classified as a discontinued operation.  The Venezuela Foods 
business 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 products of the Venezuela Foods business 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 largest producer of animal feeds for the 
agricultural sector.  The Company is a 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, and in 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 24 
through 28 of the 1999 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 distribution 
business purchases products directly from numerous manufacturers, 
processors and independent suppliers.  Several of these sources are 
large corporations from which the Company purchases significant 
quantities of brand name candy and snacks.  The Company's 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 segment and the 
Venezuela Foods business, 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.

     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 Albany, 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 discovery 
stage 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.  

     On January 15, 1998, VIP's Industries, Inc. ("VIP's") filed a 
third-party complaint against the Company in the Circuit Court of Linn 
County, Oregon.  The third-party complaint alleges that the Company, 
through its former subsidiary Crown Industries, Inc. ("Crown"), caused 
the environmental contamination of certain real property, and the 
groundwater beneath the real property, located in Albany, Oregon.  At 
the time of the Company's acquisition of Crown in 1976, Crown owned the 
subject real property and leased it to an operator of a retail gasoline 
service station.  The Company sold the subject real property in 1981.  
VIP's has alleged that the Company is strictly liable under Oregon law 
for costs of removal of contamination and remediation of the subject 
real property.  VIP's is seeking damages in excess of $210,000, the cost 
of all past, present and future remedial action related to the 
contamination of the real property and the groundwater beneath the real 
property.  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, 1999, the Company and its 
subsidiaries had 6,743 employees.  

Cautionary Statement Relevant to Forward-Looking Information

     This Report contains forward-looking statements within the meaning 
of the Private Securities Litigation Reform Act of 1995.  In addition, 
the Company and its representatives may from time to time make written 
and oral forward-looking statements.  These forward-looking statements 
are based on current expectations or beliefs, including, but not limited 
to, statements concerning the Company's operations and financial 
performance and condition.  For this purpose, statements that are not 
statements of historical fact may be deemed to be forward-looking 
statements.  The Company cautions that these statements by their nature 
involve risks and uncertainties, and actual results may differ 
materially depending on a variety of important factors, including, among 
others, the impact of competitive products and pricing; market 
conditions and weather patterns that may affect the costs of grain, 
cheese and other raw materials; changes in laws and regulations; the 
inability of the Company or its business partners to resolve "Year 2000" 
issues or the inability of the Company to accurately estimate the cost 
associated with "Year 2000" compliance; economic and political 
conditions in Venezuela including inflation, currency volatility, 
possible limitations on foreign investment, exchangeability of currency, 
dividend repatriation and changes in existing tax laws; the Company's 
ability to complete the sale of the Venezuela Foods business; the 
Company's ability to realize the earnings benefits from the integration 
of its distribution businesses; the inability of the Company to collect 
on a $6 million insurance claim related to the theft of product in St. 
Petersburg, Russia; fluctuations in foreign exchange rates; risks 
commonly encountered in international trade; and other factors as may be 
discussed in the Company's reports filed with the Securities and 
Exchange Commission.


Item 2. Properties.

     The Company's principal executive offices are located in Wayzata, 
Minnesota in owned 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.  
The following is a description of the Company's properties as of 
February 28, 1999.

Multifoods Distribution Group

     The Company owns 12 and leases 19 distribution centers aggregating 
approximately 2.4 million square feet for its Multifoods Distribution 
Group segment.  These distribution centers are located in Tempe, 
Arizona; Anaheim, Commerce, Fremont, Livermore and Modesto, California; 
Denver, Colorado (2); East Windsor, Connecticut; Kissimmee, Florida; 
Austell, Georgia; Boise, Idaho; Woodridge, Illinois; Indianapolis, 
Indiana; Shawnee, Kansas; Louisville, Kentucky; Belleville, Michigan; 
Minneapolis and Rice, Minnesota; Springfield, Missouri; Paulsboro and 
Parsippany, New Jersey; Greensboro, North Carolina; Twinsburg, Ohio; 
Portland, Oregon; Middletown, Pennsylvania; Memphis, Tennessee; 
Dallas(2) and Houston, Texas; and Kent, Washington.  

     The Company's distribution business also operates 19 cash-and-carry 
distribution locations, 12 of which are separate from the Company's 
other distribution centers.

North America Foods

     The Company owns 14 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, New Delhi, Port Colborne, Scarborough and Simcoe, 
Ontario; Montreal, Quebec (2); and Saskatoon, Saskatchewan.

     The Company also operates two research and development 
laboratories.

Discontinued Operations

     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 two and leases 9 warehouse facilities.  In 
addition, the Company owns one and leases 9 agricultural distribution 
centers.

     The Company also operates two Company-owned hatcheries and one 
leased hatchery and operates four Company-owned and 10 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, 
1999.  


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 
16 to the Company's Consolidated Financial Statements on page 46 of the 
1999 Annual Report to Stockholders, are incorporated herein by 
reference.

     As of May 3, 1999, there were 4,626 holders of record of the Common 
Stock of the Company.  


Item 6.  Selected Financial Data.

     The information for fiscal years 1995 through 1999 in the "Five-
Year Comparative Summary" on page 23 of the 1999 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 2 ("Discontinued 
Operations") and Note 4 ("Unusual Items") to the Company's Consolidated 
Financial Statements on pages 35 through 37 of the 1999 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" on pages 24 through 28 of the 1999 Annual Report to 
Stockholders is incorporated herein by reference.  


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

     The section under the heading "Management's Discussion and 
Analysis" entitled "Market Risk Management" on page 27 of the 1999 
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, 1999 and February 28, 1998, and for each 
of the fiscal years in the three-year period ended February 28, 1999, 
and the Notes to the Company's Consolidated Financial Statements on 
pages 29 through 46 of the 1999 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 4 
through 9 and the section entitled "Section 16(a) Beneficial Ownership 
Reporting Compliance" on page 22 of the Company's Proxy Statement dated 
May 12, 1999 ("1999 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 3, 1999.  Unless otherwise noted, the positions 
described are positions with the Company or its subsidiaries.

Name            Age   Positions Held            Period
----            ---   --------------            ------

Gary E. Costley  55  Chairman of the Board,   January 1, 1997
                       President and Chief     to present
                       Executive Officer
                     Dean of the Babcock       1995 to 1996
                       Graduate School of 
                       Management at Wake
                       Forest University
                     Executive Vice President  1992 to 1994
                       of Kellog Company and
                       President, Kellogg 
                       North America

Jeffrey E. Boies 54  Vice President and        April 21, 1998
                       President, Multifoods     to present
                       Distribution Group, Inc.
                     President, Multifoods      1997 to 1998
                       Distribution Group, Inc.
                     President, VSA, Inc.       1996 to 1997
                     President and Chief        1995 to 1996
                       Executive Officer of 
                       Sysco Food Services/
                       Cincinnati
                     President and Chief        1993 to 1995
                       Executive Officer of
                       Sysco Food Services/
                       Albany

Frank W. Bonvino 57  Vice President, General       1992 
                       Counsel and Secretary    to present

Anthony T.       39  Vice President and     September 20, 1996
  Brausen              Treasurer                to present
                     Treasurer                     1996
                     Assistant Treasurer and   1995 to 1996
                       Director of Investor
                       Relations
                     Assistant Controller-         1994
                       Financial Reporting and
                       Director of Investor 
                       Relations
                     Assistant Controller-     1991 to 1994
                       Financial Reporting

Dennis R.        47  Vice President and     December 15, 1995
  Johnson              Controller              to present
                     Assistant Controller -    1993 to 1995
                       Operations and Tax

Jill W. Schmidt  40  Vice President,           June 1, 1997
                       Communications           to present
                     Vice President of         1995 to 1997
                       Tunheim Santrizos Co.
                     Account Supervisor of     1992 to 1995
                       Tunheim Santrizos Co.

William L.       52  Senior Vice President -   April 23, 1998
  Trubeck              Finance, Chief           to present
                       Financial Officer and 
                       President, Latin 
                       America Operations
                     Senior Vice President -    1997 to 1998
                       Finance and Chief 
                       Financial Officer 
                     Senior Vice President      1994 to 1996
                       and Chief Financial
                       Officer of SPX 
                       Corporation     
                     Senior Vice President      1993 to 1994
                       and Chief Financial 
                       Officer of Honeywell Inc.

Donald H. Twiner 58  President, Robin Hood      June 1, 1997
                       Multifoods Inc.           to present
                     President-Consumer Foods   1998 to 1997
                       Division of Robin Hood
                       Multifoods Inc.

Robert S. Wright 52  Vice President and             1995
                       President, North          to present
                       America Foods
                     President, Specialty       1994 to 1995
                       Brands Division of
                       Foodbrands America, Inc.
                     President, Prepared        1992 to 1994
                       Foods Division of
                       International Multifoods
                       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 pages 8 and 9 and the section entitled 
"Executive Compensation" on pages 14 through 21 of the 1999 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 through 4 of the 1999 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 1999 Annual Report to Stockholders, are 
incorporated by reference in Part II, Item 8, hereof:

       Independent Auditors' Report
       Consolidated Statements of Operations - Years ended
         February 28, 1999, February 28, 1998 and 
         February 28, 1997
       Consolidated Balance Sheets - February 28, 1999 and
         February 28, 1998
       Consolidated Statements of Cash Flows - Years ended
         February 28, 1999, February 28, 1998 and
         February 28, 1997
       Consolidated Statements of Shareholders' Equity - 
         Years ended February 28, 1999, February 28, 1998 
         and February 28, 1997
       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 3.1 to the Company's 
Quarterly Report on Form 10-Q for the quarter ended August 31, 1998).  

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, as amended (incorporated by reference to Exhibit 10.2 to 
the Company's Annual Report on Form 10-K for the fiscal year ended 
February 28, 1997 and Exhibit 10.3 to the Company's Annual Report on 
Form 10-K for the fiscal year ended February 28, 1998).*

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 March 1, 1998 (incorporated 
herein by reference to Exhibit 10.7 to the Company's Annual Report on 
From 10-K for the fiscal year ended February 28, 1998).*  

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, as further amended (incorporated 
herein by reference to Exhibit 10.7 to the Company's Annual Report on 
Form 10-K for the fiscal year ended February 28, 1997 and Exhibit 10.10 
to the Company's Annual Report on Form 10-K for the fiscal year ended 
February 28, 1998).*

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, 
as further amended (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 and Exhibit 10.10 to the Company's Annual Report on 
Form 10-K for the fiscal year ended February 28, 1997).*

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

10.11   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).*

10.12   Employment Agreement, dated as of November 1 1996, between 
International Multifoods Corporation and Gary E. Costley, as amended 
(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 
and Exhibit 10.16 to the Company's Annual Report on Form 10-K for the 
fiscal year ended February 28, 1998).*

10.13   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).*

10.14   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).*

10.15   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).*

10.16   Letter Agreement, dated September 24, 1996, between 
International Multifoods Corporation and Jeffrey E. Boies regarding 
benefits and severance arrangements (incorporated herein by reference to 
Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal 
year ended February 28, 1997).*

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

10.18   Letter Agreement, dated February 3, 1997, between William L. 
Trubeck and International Multifoods Corporation regarding benefits and 
severance arrangements (incorporated herein by reference to Exhibit 10.1 
to the Company's Quarterly Report on Form 10-Q for the quarter ended May 
31, 1997).*

10.19   Memorandum of understanding, dated May 7, 1997, between William 
L. Trubeck and International Multifoods Corporation regarding 
supplemental retirement benefits (incorporated herein by reference to 
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the 
quarter ended May 31, 1997).*

10.20   Agreement dated June 15, 1998 between Molinos Nacionales, C.A. 
and Fidias Robuste regarding separation from employment with the Company 
(incorporated herein by reference to Exhibit 10 to the Company's 
Quarterly Report on Form 10-Q for the quarter ended May 31, 1998).*

10.21   Memorandum of understanding, dated September 20, 1996, between 
Frank W. Bonvino and International Multifoods Corporation regarding 
supplemental retirement benefits.*

10.22   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).*

10.23   Fee Deferral Plan for Non-Employee Directors of International 
Multifoods Corporation, Amended and Restated as of September 17, 1993, 
as further amended (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 and Exhibit 10.26 to the Company's Annual Report on 
Form 10-K for the fiscal year ended February 28, 1997).*

10.24   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).*

10.25   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).*

11     Computation of Earnings (Loss) Per Common Share.

12     Computation of Ratio of Earnings to Fixed Charges.

13     1999 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, 1999.  

     (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 12, 1999    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,  May 12, 1999
Gary E. Costley, Ph.D.   President and Chief 
                         Executive Officer
                         (Principal Executive 
                         Officer) and Director


/s/ William L. Trubeck  Senior Vice President - May 12, 1999
William L. Trubeck       Finance, Chief 
                         Financial officer and
                         President, Latin America
                         Operations (Principal
                         Financial Officer)


/s/ Dennis R. Johnson   Vice President and      May 12, 1999
Dennis R. Johnson        Controller (Principal 
                         Accounting Officer)


/s/ Claire L. Arnold    Director                May 12, 1999
Claire L. Arnold


/s/ Robert M. Price     Director                May 12, 1999
Robert M. Price


/s/Nicholas L. Reding   Director                May 12, 1999
Nicholas L. Reding


/s/Jack D. Rehm         Director                May 12, 1999
Jack D. Rehm


/s/Lois D. Rice         Director                May 12, 1999
Lois D. Rice


/s/Richard K. Smucker   Director                May 12, 1999
Richard K. Smucker


/s/Dolph W. von Arx     Director                May 12, 1999
Dolph W. von Arx





                      Independent Auditors' Report



The Board of Directors and Shareholders of
International Multifoods Corporation:

Under date of March 29, 1999, we reported on the consolidated balance 
sheets of International Multifoods Corporation and subsidiaries as of 
February 28, 1999 and 1998, and the related consolidated statements of 
operations, cash flows and shareholders' equity for each of the years in 
the three-year period ended February 28, 1999, as contained in the 1999 
Annual Report to Stockholders.  The 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, 1999.  In 
connection with our audits of the aforementioned consolidated financial 
statements, we also 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
March 29, 1999


<TABLE>
                                                                                Schedule II

                          INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
                                    Valuation and Qualifying Accounts
                                   Three years ended February 28, 1999
                                               (in thousands)





                                                  Additions     
                                             --------------------
                                Balance at   Net charges/(credits)                    Balance
                                beginning       to costs and                          at end
Description                     of year           expenses            Deductions      of year
------------                    ---------    --------------------     ----------      -------
Allowance deducted from assets
for doubtful receivables:
<S>                              <C>               <C>                  <C>            <C>
Year ended February 28, 1999     $ 4,317           $  713               $1,996 (a)     $3,034
                                 =======           ======               ======         ======

Year ended February 28, 1998     $ 9,029           $ (430)              $4,282 (a)     $4,317
                                 =======           ======               ======         ======


Year ended February 28, 1997     $13,783           $2,721               $7,475 (a)     $9,029
                                 =======           ======               ======         ======

</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.  



                        INDEX TO EXHIBITS
                 TO ANNUAL REPORT ON FORM 10-K OF
               INTERNATIONAL MULTIFOODS CORPORATION
            FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1999


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 3.1 to the Company's 
Quarterly Report on Form 10-Q for the quarter ended August 31, 1998).

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, as amended (incorporated by reference to Exhibit 10.2 to 
the Company's Annual Report on Form 10-K for the fiscal year ended 
February 28, 1997 and Exhibit 10.3 to the Company's Annual Report on 
Form 10-K for the fiscal year ended February 28, 1998).*

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 March 1, 1998 (incorporated 
herein by reference to Exhibit 10.7 to the Company's Annual Report on 
From 10-K for the fiscal year ended February 28, 1998).*  

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, as further amended 
(incorporated herein by reference to Exhibit 10.7 to the Company's 
Annual Report on Form 10-K for the fiscal year ended February 28, 1997 
and Exhibit 10.10 to the Company's Annual Report on Form 10-K for the 
fiscal year ended February 28, 1998).*

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, 
as further amended (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 and Exhibit 10.10 to the Company's Annual Report on 
Form 10-K for the fiscal year ended February 28, 1997).*

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

10.11    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).*

10.12    Employment Agreement, dated as of November 1 1996, between 
International Multifoods Corporation and Gary E. Costley, as amended 
(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 
and Exhibit 10.16 to the Company's Annual Report on Form 10-K for the 
fiscal year ended February 28, 1998).*

10.13    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).*

10.14    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).*

10.15    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).*

10.16    Letter Agreement, dated September 24, 1996, between 
International Multifoods Corporation and Jeffrey E. Boies regarding 
benefits and severance arrangements (incorporated herein by reference to 
Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal 
year ended February 28, 1997).*

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

10.18    Letter Agreement, dated February 3, 1997, between William L. 
Trubeck and International Multifoods Corporation regarding benefits and 
severance arrangements (incorporated herein by reference to Exhibit 10.1 
to the Company's Quarterly Report on Form 10-Q for the quarter ended May 
31, 1997).*

10.19    Memorandum of understanding, dated May 7, 1997, between William 
L. Trubeck and International Multifoods Corporation regarding 
supplemental retirement benefits (incorporated herein by reference to 
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the 
quarter ended May 31, 1997).*

10.20    Agreement dated June 15, 1998 between Molinos Nacionales, C.A. 
and Fidias Robuste regarding separation from employment with the Company 
(incorporated herein by reference to Exhibit 10 to the Company's 
Quarterly Report on Form 10-Q for the quarter ended May 31, 1998).*

10.21    Memorandum of understanding, dated September 20, 1996, between 
Frank W. Bonvino and International Multifoods Corporation regarding 
supplemental retirement benefits.*

10.22    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).*

10.23    Fee Deferral Plan for Non-Employee Directors of International 
Multifoods Corporation, Amended and Restated as of September 17, 1993, 
as further amended (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 and Exhibit 10.26 to the Company's Annual Report on 
Form 10-K for the fiscal year ended February 28, 1997).*

10.24    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).*

10.25    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).*

11       Computation of Earnings (Loss) Per Common Share.

12       Computation of Ratio of Earnings to Fixed Charges.

13       1999 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.