Exhibit 10.16

                  FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made 
as of the 19th day of December 1997, by and between INTERNATIONAL 
MULTIFOODS CORPORATION, a Delaware corporation (the "Company"), and GARY 
E. COSTLEY, a resident of Wayzata, Minnesota (the "Executive").

     WHEREAS, the Company and the Executive entered into an Employment 
Agreement, dated as of November 1, 1996 (the "Employment Agreement"); 
and 

     WHEREAS, Section 4.(a) of the Employment Agreement, entitled 
"Employee Benefits", provides in part, as follows, "The Compensation 
Committee shall approve, effective as of the first day of the 
Executive's actual employment with the Company, the Executive's 
participation in the Company's Management Benefit Plan ("MBP") and shall 
authorize that the Executive's participation in the MBP shall commence 
immediately upon the first day of his actual employment with the Company 
notwithstanding the provisions of the MBP."; and 

     WHEREAS, the Executive now wishes to waive participation in, and 
relinquish any benefit to which the Executive is, or may in the future, 
be entitled under Appendix A of the Management Benefit Plan of the 
Corporation ("MBP") relating to incentive bonuses credited toward the 
unqualified excess pension benefit provided under Appendix A of the MBP, 
retroactive to the first day of the Executive's actual employment by the 
Corporation; and 

     WHEREAS, the Compensation Committee of the Board of Directors of 
the Company and the Board of Directors of the Company each have 
considered and approved the Executive's request to waive participation 
in, and relinquish any benefit to which the Executive is, or may in the 
future, be entitled under Appendix A of the MBP related to incentive 
bonuses credited toward the unqualified excess pension benefit provided 
under Appendix A of the MBP, retroactive the first day of the 
Executive's actual employment with the Company.

     NOW, THEREFORE, in consideration of the preceding recitals and of 
the mutual covenants and undertakings stated herein, the Company and the 
Executive agree, as follows:

     1.     Section 4.(a) of the Employment Agreement be and the same 
hereby is deleted in its entirety, and a new Section 4.(a) is hereby 
inserted in full and complete  substitution therefore, as follows:

"(a)    While the Executive is employed by the Company hereunder, the 
Executive shall be entitled to participate in the Company's Voluntary 
Investment and Savings Plan ("VISA") and the Company's Pension Equity Plan 
("PEP") in accordance with the provisions of such plans.  The Compensation 
Committee shall approve, effective as of the first day of the Executive's 
actual employment with the Company, the Executive's participation in the 
Company's Management Benefit Plan ("MBP"), and shall authorize that the 
Executive's participation in the MBP shall commence immediately upon the first 
day of his actual employment with the Company notwithstanding the provisions 
of the MBP; provided, however that the Executive shall not be included as a 
participant in Section A.1 of Appendix A of the MBP or have an entitlement to 
any benefit under Appendix A of the MBP relating to incentive bonuses credited 
toward the unqualified excess pension benefit provided by Appendix A of the 
MBP."  

     2.     Section 6. (f) (iii) of the Employment Agreement be and the 
same hereby is deleted in its entirety, and a new Section 6. (f) (iii) 
is hereby inserted in full and complete substitution therefore, as 
follows:

"(iii)     a material reduction of the Executive's Base Salary, or 
material modifications to the Incentive Plan, the Stock Option Plan 
(or any similiar stock option plan), or the MBP to the extent of the 
Executive's participation as described in Section 4(a) of the 
Agreement, that amount to a material reduction in the Executive's 
total compensation hereunder;"

     3.     Except as amended by the terms of this Amendment, all of the 
other agreements and undertakings set forth and contained in the 
Employment Agreement shall remain unchanged and continue in full force 
and effect.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be 
duly executed as of the date and year first above written.


                              INTERNATIONAL MULTIFOODS CORPORATION

                              200 East Lake Street
                              Wayzata, Minnesota 55391


                           By:/s/ William L. Trubeck
                              William L. Trubeck
                              Senior Vice President-Finance
                              and Chief Financial Officer

                              GARY E. COSTLEY

                              1185 Ferndale Road West
                              Wayzata, Minnesota 55391


                              /s/ Gary E. Costley
                              Gary E. Costley