Exhibit 10.2



                  1997 STOCK-BASED INCENTIVE PLAN OF
                 INTERNATIONAL MULTIFOODS CORPORATION


     The purpose of the 1997 Stock-Based Incentive Plan of International 
Multifoods Corporation is to enable International Multifoods Corporation 
("Multifoods") and its subsidiaries to attract and retain officers and 
key employees capable of assuring the future success of Multifoods and 
to provide opportunities for stock ownership by such officers and 
employees which will increase their proprietary interest in Multifoods 
and, consequently, their identification with the interests of the 
stockholders of Multifoods.  The 1997 Stock-Based Incentive Plan of 
International Multifoods Corporation shall be referred to herein as the 
"Plan."

     The Plan shall become effective upon being approved by the 
requisite affirmative vote of the stockholders of Multifoods entitled to 
vote thereon at the annual meeting of stockholders of Multifoods to be 
held on June 20, 1997, or any adjournment thereof.  From and after the 
effective date of the Plan, no awards of any kind shall be made under 
Part I of the Amended and Restated 1989 Stock-Based Incentive Plan of 
International Multifoods Corporation, but all outstanding awards 
previously granted under Part I of such plan shall remain outstanding in 
accordance with the terms thereof.  The Plan (but not Options, Stock 
Appreciation Rights, Restricted Stock, Restricted Stock Units and 
Performance Awards theretofore granted under the Plan) shall terminate 
on, and no Awards shall be granted after, June 20, 2007.


Section 1.  Definitions

     For purposes of the Plan, the following terms shall have the 
meanings set forth below:

"Award" shall mean an award granted to a Participant in accordance with 
the provisions of the Plan in the form of Options, Stock Appreciation 
Rights, Restricted Stock, Restricted Stock Units or Performance Awards, 
or any combination thereof.

"Award Agreement" shall mean the written agreement evidencing each Award 
granted to a Participant under the Plan.

"Board" shall mean the Board of Directors of Multifoods.

"Code" shall mean the Internal Revenue Code of 1986, as amended from 
time to time.

"Committee" shall mean the Compensation Committee of the Board or such 
other committee of Directors as may be designated by the Board to 
administer the Plan.  The Committee shall be comprised of not less than 
such number of Directors as shall be required to permit the Plan to 
satisfy the requirements of Rule 16b-3, and each member of the Committee 
shall be a "Non-Employee Director" within the meaning of Rule 16b-3 and 
an "outside director" within the meaning of Section 162(m).

"Date of Grant" shall mean the date on which the Committee grants the 
Award or such other date as the Committee may designate.

"Designated Event" shall mean any of the following:

     (a)     the acquisition by any individual, entity or group (within 
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a 
"Person") of beneficial ownership (within the meaning of Rule 13d-3 
promulgated under the Exchange Act) of 20% or more of either (i) the 
then outstanding shares of Stock (the "Outstanding Stock") or (ii) the 
combined voting power of the then outstanding voting securities of 
Multifoods entitled to vote generally in the election of Directors (the 
"Outstanding Voting Securities"); provided, however, that for purposes 
of this provision (a), the following acquisitions shall not constitute a 
Designated Event:  (i) any acquisition directly from Multifoods, (ii) 
any acquisition by Multifoods, (iii) any acquisition by any employee 
benefit plan (or related trust) sponsored or maintained by Multifoods or 
any corporation controlled by Multifoods or (iv)any acquisition by any 
corporation pursuant to a transaction which complies with clauses (i), 
(ii) and (iii) of provision (c) of this definition; or

     (b)     individuals, who, as of the date hereof, constitute the 
Board (the "Incumbent Board"), cease for any reason to constitute at 
least a majority of the Board; provided, however, that any individual 
becoming a Director subsequent to the date hereof whose election, or 
nomination for election by Multifoods' stockholders, was approved by a 
vote of at least a majority of the Directors then comprising the 
Incumbent Board shall be considered as though such individual were a 
member of the Incumbent Board, but excluding, for this purpose, any such 
individual whose initial assumption of office occurs as a result of an 
actual or threatened election contest with respect to the election or 
removal of Directors or other actual or threatened solicitation of 
proxies or consents by or on behalf of a Person other than the Board; or

     (c)     the consummation of a reorganization, merger or 
consolidation or sale or other disposition of all or substantially all 
of the assets of Multifoods (a "Business Combination"), in each case, 
unless, following such Business Combination, (i) all or substantially 
all of the individuals and entities who were the beneficial owners, 
respectively, of the Outstanding Stock and Outstanding Voting Securities 
immediately prior to such Business Combination beneficially own, 
directly or indirectly, more than 60% of, respectively, the then 
outstanding shares of common stock and the combined voting power of the 
then outstanding voting securities entitled to vote generally in the 
election of directors, as the case may be, of the corporation resulting 
from such Business Combination (including, without limitation, a 
corporation which as a result of such transaction owns Multifoods or all 
or substantially all of Multifoods' assets either directly or through 
one or more subsidiaries) in substantially the same proportions as their 
ownership, immediately prior to such Business Combination of the 
Outstanding Stock and Outstanding Voting Securities, as the case may be, 
(ii) no Person (excluding any employee benefit plan (or related trust) 
of Multifoods or such corporation resulting from such Business 
Combination) beneficially owns, directly or indirectly, 20% or more of, 
respectively, the then outstanding shares of common stock of the 
corporation resulting from such Business Combination or the combined 
voting power of the then outstanding voting securities of such 
corporation except to the extent that such ownership existed prior to 
the Business Combination and (iii) at least a majority of the members of 
the board of directors of the corporation resulting from such Business 
Combination were members of the Incumbent Board at the time of the 
execution of the initial agreement, or of the action of the Board, 
providing for such Business Combination; or

     (d)     the approval by the stockholders of Multifoods of a 
complete liquidation or dissolution of Multifoods.

"Director" or "Directors" shall mean a member, or more than one member, 
of the Board of Directors of Multifoods.  

"Eligible Employee" shall mean any officer or key employee of Multifoods 
or any Subsidiary designated by the Committee to receive an Award.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as 
amended from time to time.

"Fair Market Value" shall mean, as of any date, the mean of the high and 
low sale prices of a share of Stock on The New York Stock Exchange, 
Inc., or its successor on such date (or, if no sale took place on such 
exchange on such date, the mean between the high and low sale prices on 
such exchange on the most recent preceding date on which a sale took 
place).

"Incentive Stock Option" shall mean an Option which is designated as 
such by the Committee and which meets the requirements of Section 422 of 
the Code on the Date of Grant.

"Multifoods" shall mean International Multifoods Corporation, a Delaware 
corporation.

"Non-Qualified Stock Option" shall mean an Option other than an 
Incentive Stock Option.

"Option" shall mean a stock option awarded pursuant to the Plan to 
purchase Stock.

"Participant" shall mean an Eligible Employee who receives an Award 
which has not been terminated, expired or been fully exercised.

"Performance Award" shall mean a performance award made to a Participant 
pursuant to the Plan.

"Plan" shall mean this 1997 Stock-Based Incentive Plan of International 
Multifoods Corporation.

"Restricted Stock" shall mean the award of Stock pursuant to the Plan.

"Restricted Stock Unit" shall mean a unit awarded pursuant to the Plan 
having a value equal to the Fair Market Value of one share of Stock 
(plus, if so determined by the Committee, the value of any dividends or 
other rights or property received by holders of Stock after the Date of 
Grant of such Restricted Stock Unit).  

"Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and 
Exchange Commission under the Exchange Act or any successor rule or 
regulation.

"Section 162(m)" shall mean Section 162(m) of the Code.  

"Stock" shall mean common stock (par value $.10 per share) of 
Multifoods.

"Stock Appreciation Right" shall mean a stock appreciation right awarded 
pursuant to the Plan, which need not be granted in tandem with an 
Option.

"Subsidiary" shall mean any subsidiary or affiliate of Multifoods.


Section 2.  Shares of Stock Subject to the Plan

     Subject to adjustment as provided in Section 11 hereof, an 
aggregate of 750,000 shares of Stock shall be available to Participants 
under the Plan.  Of such shares of Stock, a maximum of 150,000 shares 
shall be available for issuance pursuant to Awards of Restricted Stock 
and Restricted Stock Units.  The shares of Stock deliverable upon the 
exercise of any Award may be made available from authorized but unissued 
shares or shares reacquired by Multifoods, including shares of Stock 
purchased in the open market or in private transactions.  For purposes 
of this Section 2, if an Award entitles the holder thereof to receive or 
purchase shares of Stock, the number of shares subject to such Award 
shall reduce as of the Date of Grant the aggregate number of shares 
available for granting Awards under the Plan by the number of shares 
subject to such Award.  If Stock Appreciation Rights are granted in 
tandem with an Option under Section 4 hereof and the exercise of the 
Option would cancel the Stock Appreciation Rights and vice versa, then 
the grant of such Stock Appreciation Rights shall not reduce the number 
of shares of Stock available for granting Awards under the Plan.  Any 
shares of Stock that are used by a Participant as full or partial 
payment to Multifoods of the purchase price relating to an Award, or in 
connection with the satisfaction of tax obligations relating to an 
Award, shall again be available for granting Awards (other than 
Incentive Stock Options) to Eligible Employees.  If any Award granted 
under the Plan shall terminate, the shares of Stock subject to, but not 
delivered under, such Award shall be available for other Awards.  


Section 3.  Grants of Awards; Expiration of and Limitations on Awards

     (a)     Officers and other key employees of Multifoods or any 
Subsidiary shall be eligible to be selected by the Committee to 
participate in the Plan.  The Committee may require any Participant to 
remain in the employ of Multifoods or a Subsidiary for a stated period 
or periods of time before an Award may be exercised; provided that 
nothing in the Plan or in any Award Agreement shall confer upon any 
Participant any right to remain in the employ of Multifoods or any of 
its Subsidiaries, and nothing herein shall be construed in any manner to 
interfere in any way with the right of Multifoods or any Subsidiary to 
terminate such Participant's employment at any time.
     (b)     Subject to the provisions of the Plan, the Committee shall:

     (i)     determine and designate from time to time those Eligible 
Employees to whom Awards are to be granted;

     (ii)     determine the form or forms of Award to be granted;

     (iii)     determine the amount or number of shares of Stock subject 
to each Award; and

     (iv)     determine the terms and conditions of each Award, provided 
that no Award shall have a term that extends beyond 10 years from the 
Date of Grant.

     (c)     Each Award granted under the Plan shall be evidenced by a 
written Award Agreement.  Each Award Agreement shall be subject to the 
applicable terms and conditions of the Plan and any other terms and 
conditions (not inconsistent with the Plan) determined by the Committee.

     (d)     In case of termination of employment, the following 
provisions shall apply:

     (i)     if a Participant who has been granted an Option or Stock 
Appreciation Rights shall die before such Option or Stock Appreciation 
Rights have expired, his or her Option or Stock Appreciation Rights may 
be exercised, to the extent exercisable at the date of death, by the 
personal representatives or administrators of the Participant or by any 
person or persons to whom the Participant's rights under the Option or 
Stock Appreciation Rights pass by will or the applicable laws of descent 
and distribution, as follows:

     (A)     in the case of an Incentive Stock Option and Stock 
Appreciation Rights granted in tandem with such Incentive Stock Option, 
at any time, or from time to time, within 12 months after the date of 
the Participant's death or such shorter period as the Committee may 
specify as set forth in the Award Agreement; and

     (B)     in the case of a Non-Qualified Stock Option, Stock 
Appreciation Rights granted in tandem with a Non-Qualified Stock Option 
and Stock Appreciation Rights not granted in tandem with an Option, at 
any time, or from time to time, within such period as the Committee may 
specify as set forth in the Award Agreement;

          but, in either event, not later than the expiration of the 
applicable exercise period.

     (ii)     if a Participant's employment terminates because of any 
reason other than his or her death, such Participant may exercise his or 
her Options or Stock Appreciation Rights, to the extent exercisable at 
the date of termination of employment as follows:

     (A)     in the case of an Incentive Stock Option and Stock 
Appreciation Rights granted in tandem with such Incentive Stock Option, 
at any time, or from time to time, within three months after the date of 
termination of employment or such shorter period as the Committee may 
specify as set forth in the Award Agreement; and

     (B)     in the case of a Non-Qualified Stock Option, Stock 
Appreciation Rights granted in tandem with a Non-Qualified Stock Option 
and Stock Appreciation Rights not granted in tandem with an Option, at 
any time, or from time to time, within such period as the Committee may 
specify as set forth in the Award Agreement;

     but, in either event, not later than the expiration of the 
applicable exercise period.

     (e)     No Eligible Employee may be granted any Award or Awards 
under the Plan, the value of which Award or Awards is based solely on an 
increase in the value of the Stock after the Date of Grant thereof, for 
more than 100,000 shares of Stock in the aggregate in any calendar year.  
The foregoing annual limitation specifically includes the grant of any 
Award or Awards representing "qualified-performance-based compensation" 
within the meaning of Section 162(m).

     (f)     No Award granted under the Plan shall be transferable other 
than by will or by the laws of descent and distribution.  During the 
lifetime of a Participant, an Option or Stock Appreciation Right shall 
be exercisable only by the Participant to whom the Option or Stock 
Appreciation Right is granted.

     (g)     The Committee may grant Awards prior to approval of the 
Plan by the stockholders of Multifoods at the annual meeting of 
stockholders of Multifoods to be held on June 20, 1997, or any 
adjournment thereof, provided that all such Awards shall be contingent 
upon such approval.  


Section 4.  Options

     (a)     Subject to the provisions of paragraph (d) of this Section 
4, any Option granted by the Committee may be either an Incentive Stock 
Option or a Non-Qualified Stock Option, as the Committee shall 
determine.

     (b)     The option price of the shares of Stock covered by each 
Option shall not be less than 100% of the Fair Market Value of such 
shares on the Date of Grant.

     (c)     Subject to the other provisions of the Plan, any Option may 
be exercised in whole or in part at such time or times, and the 
Participant may make payment of the option price in such form or forms, 
including without limitation payment by delivery of Stock having a Fair 
Market Value on the exercise date equal to the total option price, or by 
a combination of Stock and other consideration, as the Committee may 
specify in the applicable Award Agreement.

     (d)     To the extent that the aggregate Fair Market Value 
(determined as of the Date of Grant) of the Stock with respect to which 
all Incentive Stock Options are exercisable for the first time by a 
Participant during any calendar year (under all plans described in 
Section 422(d) of the Code of Multifoods and its Subsidiaries) exceeds 
$100,000, such Option shall be treated as an Option which does not 
qualify as an Incentive Stock Option.

     (e)     Notwithstanding anything else contained herein, any Option 
may be exercised in full at any time following the occurrence of a 
Designated Event.


Section 5.  Stock Appreciation Rights

     (a)     Stock Appreciation Rights granted under the Plan may, but 
need not, relate to a specific Option granted under Section 4 hereof.  
Any Stock Appreciation Right related to a Non-Qualified Stock Option may 
be granted at the same time the Option is granted or at any time 
thereafter before exercise or expiration of the Option.  Any Stock 
Appreciation Right related to an Incentive Stock Option must be granted 
at the same time the Option is granted.  Any Stock Appreciation Right 
related to any Option shall be exercisable only to the extent the 
related Option is exercisable.  The Committee may impose such conditions 
or restrictions on the exercise of Stock Appreciation Rights as it shall 
deem appropriate.

     (b)     Upon the exercise of each Stock Appreciation Right, 
Multifoods shall pay to the Participant the excess of (i) the Fair 
Market Value of one share of Stock on the date of exercise over (ii) the 
Fair Market Value of one share of Stock on the Date of Grant (the "Base 
Value").  Any such payment by Multifoods may be made in cash, in shares 
of Stock (valued at the Fair Market Value on the date of exercise) or in 
a combination thereof, as the Committee shall determine.

     (c)     Notwithstanding anything else contained herein, any Stock 
Appreciation Right may be exercised in full at any time following the 
occurrence of a Designated Event.


Section 6.  Restricted Stock and Restricted Stock Units

     The Committee may grant Awards of Restricted Stock and Restricted 
Stock Units to Participants with the following terms and conditions and 
with such additional terms and conditions not inconsistent with the 
provisions of the Plan as the Committee shall determine:

     (a)     Shares of Restricted Stock and Restricted Stock Units shall 
be subject to such restrictions as the Committee may impose (including, 
without limitation, any limitation on the right to vote a share of 
Restricted Stock or the right to receive any dividend or other right or 
property with respect thereto), which restrictions may lapse separately 
or in combination at such time or times, in such installments or 
otherwise as the Committee may deem appropriate.

     (b)     Any Restricted Stock granted under the Plan shall be 
evidenced by issuance of a stock certificate or certificates, which 
certificate or certificates shall be held by Multifoods.  Such 
certificate or certificates shall be registered in the name of the 
Participant and shall bear an appropriate legend referring to the 
restrictions applicable to such Restricted Stock.  In the case of 
Restricted Stock Units, no shares of Stock shall be issued at the time 
such Awards are granted.

     (c)     Except as otherwise determined by the Committee, upon 
termination of employment (as determined under criteria established by 
the Committee) during the applicable restriction period, all shares of 
Restricted Stock and all Restricted Stock Units at such time subject to 
restriction shall be forfeited and reacquired by Multifoods; provided, 
however, that the Committee may, when it finds that a waiver would be in 
the best interest of Multifoods, waive in whole or in part any or all 
remaining restrictions with respect to shares of Restricted Stock or 
Restricted Stock Units.  Shares representing Restricted Stock that is no 
longer subject to restrictions shall be delivered to the holder thereof 
promptly after the applicable restrictions lapse or are waived.  Upon 
the lapse or waiver of restrictions and the restricted period relating 
to Restricted Stock Units evidencing the right to receive shares of 
Stock, such shares shall be issued and delivered to the holders of the 
Restricted Stock Units.  

     (d)     Without limiting the generality of the foregoing, the 
Committee may specify in an Award Agreement granting an Award of 
Restricted Stock or Restricted Stock Units, or subsequently determine in 
its discretion, that, upon the occurrence of a Designated Event, the 
restrictions applicable to such Award shall lapse with respect to, and 
the Participant shall be unconditionally vested in, all or any part of 
the Award.


Section 7.  Performance Awards

     (a)     The Committee may grant Performance Awards to Participants 
subject to the terms of the Plan and any applicable Award Agreement.  A 
Performance Award granted under the Plan (i) may be denominated or 
payable in cash, shares of Stock (including, without limitation, 
Restricted Stock), other securities or other Awards and (ii) shall 
confer on the holder thereof the right to receive payments, in whole or 
in part, upon the achievement of such performance goals during such 
performance periods as the Committee shall establish.  Subject to the 
terms of the Plan and any applicable Award Agreement, the performance 
goals to be achieved during any performance period, the length of any 
performance period, the amount of any Performance Award granted and the 
amount of any payment or transfer to be made pursuant to any Performance 
Award shall be determined by the Committee.

     (b)     Without limiting the generality of the foregoing, the 
Committee may specify in an Award Agreement granting a Performance 
Award, or subsequently determine in its discretion, that, upon the 
occurrence of a Designated Event, the performance requirements 
applicable to such Performance Award shall terminate with respect to, 
and the Participant shall be unconditionally vested in, all or any part 
of the Performance Award.


Section 8.  Administration of the Plan

     The Committee shall have the full power and authority to interpret 
and administer the Plan.  The Committee may adopt such rules, 
regulations and procedures with respect to the administration of the 
Plan as it deems appropriate.  Any decisions, determinations or actions 
made or taken by the Committee pursuant to the Plan shall be final, 
conclusive and binding on all persons for all purposes.  The Committee 
may correct any defect, supply any omission or reconcile any 
inconsistency in the Plan or any Award in the manner and to the extent 
it shall deem desirable to carry the Plan into effect.

Section 9.  Delivery of Shares; Securities Law Compliance

     (a)     No shares of Stock shall be issued or delivered pursuant to 
any exercise of an Award hereunder until the requirements of such laws 
and regulations as may be deemed by the Committee to be applicable 
thereto are satisfied.  

     (b)     Without limiting the generality of the foregoing, all 
certificates for shares of Stock delivered under the Plan pursuant to 
any Award or the exercise thereof shall be subject to such restrictions 
as the Committee may deem advisable under the Plan or the rules, 
regulations and other requirements of the Securities and Exchange 
Commission and any applicable federal or state securities laws.  

Section 10.  Withholding

     Upon exercise or receipt of (or the lapse of restrictions relating 
to) any Award, the delivery of shares of Stock subject to such Award 
shall be subject to payment of any required withholding taxes.  A 
Participant receiving shares of Stock subject to withholding taxes may, 
as a condition precedent to receiving the shares of Stock, be required 
to pay Multifoods a cash amount equal to the amount of required 
withholdings.  In lieu of all or any part of such a cash payment, the 
Committee may permit the Participant to elect to cover all or any part 
of the required withholdings, and to cover any additional withholdings 
up to the amount needed to cover the Participant's full Federal 
Insurance Contributions Act and federal, state and local income taxes 
with respect to income arising from exercise of Options or receipt of 
Restricted Stock or shares of Stock in payment of Performance Awards, 
through a reduction of the number of shares of Stock delivered to the 
Participant and/or through the return to Multifoods of shares of Stock 
delivered to the Participant in connection with the Award or shares 
otherwise held by such Participant.  


Section 11.  Adjustment of and Changes in Stock

     In the event of a reorganization, recapitalization, stock split, 
stock dividend, combination of shares, merger, consolidation, 
distribution of assets, or any other changes in the corporate structure 
or stock of Multifoods, the Committee shall make such adjustments as it 
deems appropriate in the number and kind of shares of Stock authorized 
by the Plan, in the number and kind of shares of Stock covered by the 
Awards granted and in the exercise price of outstanding Options or the 
Base Value of outstanding Stock Appreciation Rights.  


Section 12.  No Rights of Stockholders

     Except with respect to Restricted Stock, neither a Participant nor 
the Participant's legal representative shall be, or have any of the 
rights and privileges of, a stockholder of Multifoods in respect of any 
shares of Stock receivable upon the exercise of any Award, in whole or 
in part, unless and until certificates for such shares of Stock shall 
have been issued.  


Section 13.  Amendments

     (a)     The Board may, at any time, amend or terminate the Plan, 
subject to the following:

     (i)     No such amendment may adversely affect the rights of any 
Participant under an Award which has not terminated, expired or been 
fully exercised without the consent of such Participant or beneficiary 
thereof.

     (ii)     It is intended that the Plan qualify as an incentive stock 
option plan meeting the requirements of Section 422 of the Code or any 
successor thereto, and that certain Awards constitute "qualified 
performance-based compensation" within the meaning of Section 162(m).  
Unless otherwise determined by the Board, amendments to the Plan shall 
be subject to approval of the stockholders of Multifoods to the extent 
necessary to satisfy such requirements and meet such qualifications as 
in effect from time to time.

     (iii)     Unless otherwise determined by the Board, amendments to 
the Plan shall be subject to approval of the stockholders of Multifoods 
to the extent necessary to satisfy the requirements of the listing rules 
of The New York Stock Exchange, Inc.

     (b)     The Committee may not amend, alter, suspend, discontinue or 
terminate any outstanding Award if such action would adversely affect 
the rights of the holder of such Award, without the consent of the 
Participant or beneficiary thereof.

Section 14.  Governing Law.

     The validity, construction and effect of the Plan and any Award 
shall be determined in accordance with the laws of the State of 
Delaware.

Section 15.  Severability.

     If any provision of the Plan or any Award is or becomes or is 
deemed to be invalid, illegal or unenforceable or would disqualify the 
Plan or any Award under any law deemed applicable by the Committee, such 
provision shall be construed or deemed amended to conform to applicable 
laws, or if it cannot be so construed or deemed amended without, in the 
determination of the Committee, materially altering the purpose or 
intent of the Plan or the Award, such provision shall be stricken, and 
the remainder of the Plan or any such Award shall remain in full force 
and effect.