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, 1998

                                      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 (par value $.10 per share)         New York Stock Exchange

  Preferred Stock Purchase Rights                New York Stock Exchange

    Securities registered pursuant to Section 12(g) of the Act:   None

     Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) 
has been subject to such filing requirements for the past 90 days.
       Yes  X     No      

     Indicate by check mark if disclosure of delinquent filers pursuant 
to Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of the registrant's knowledge, in definitive 
proxy or information statements incorporated by reference in Part III of 
this Form 10K or any amendment to this Form 10-K.   [  ]

     The aggregate market value of Common Stock, par value $.10 per 
share, held by non-affiliates of the registrant (see Item 12 hereof) as 
of May 1, 1998 (based on the closing sale price of $30.3125 per share as 
reported in the consolidated transaction reporting system on such date) 
was $565,350,344.

     The number of shares outstanding of the registrant's Common Stock, 
par value $.10 per share, as of May 1, 1998 was 18,798,341.

                    DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant's Annual Report to Stockholders for the 
fiscal year ended February 28, 1998 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 19, 1998 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 
foodservice distribution businesses 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 fiscal year 1998, the Company divested its food exporting 
business.

     The Company's business segments are Multifoods Distribution Group, 
North America Foods and Venezuela Foods.  Financial information for the 
last three fiscal years for each of the Company's business segments, 
which is included in Note 17 to the Company's Consolidated Financial 
Statements on pages 36 and 37 of the Company's Annual Report to 
Stockholders for the fiscal year ended February 28, 1998 ("1998 Annual 
Report to Stockholders"), is incorporated herein by reference.

Multifoods Distribution Group

     The Multifoods Distribution Group segment includes the Company's 
vending distribution business and the foodservice distribution business.  
During fiscal 1998, the Company exited its food exporting business and, 
therefore, the results of such business have been removed from the 
results of the Multifoods Distribution Group segment.  No single 
customer accounts for a significant portion of the segment's sales.

     Vending Distribution.  The Company is 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 vending and office coffee service operators from 19 
distribution centers located nationwide.  The frequency of deliveries 
varies, depending upon customer needs, but generally deliveries are made 
once a week.  The Company leases a fleet of approximately 165 tractors 
and approximately 175 trailers, most of which are equipped with an on-
board computer system from which drivers obtain delivery performance and 
route information.  The Company also operates 18 cash-and-carry 
locations from which customers can make purchases.

     The vending distribution business is highly competitive.  While the 
Company is the only nationwide vending distributor, it encounters 
significant competition from regional and local distributors as well as 
warehouse clubs.  Price is a significant competitive element in the 
vending distribution business, however other important competitive 
factors are prompt and accurate delivery of orders, availability of a 
wide variety of products and customer service.

     Foodservice Distribution.  The Company is a leading specialty 
distributor in the United States to independent pizza restaurants and 
other select limited-menu operators, including sandwich shops, Mexican 
restaurants, bakery shops and movie theaters.  The Company distributes a 
broad selection of cheeses, meats, snacks, paper goods, cleaning 
supplies and other products, including pizza ingredients sold under the 
Company's ULTIMO! brand as well as major national brands.  Deliveries 
are made directly to customers, generally once a week, from 14 
distribution centers located strategically around the country to provide 
efficient and timely delivery to customers.  The distribution centers 
are linked by computer network to the distribution business' 
headquarters.  The Company maintains a fleet of more than 230 tractors 
and 290 trailers, a majority of which are leased by the Company.  

     The foodservice distribution business is highly competitive.  The 
Company competes with several national and regional broadline 
distributors and numerous regional specialty foodservice distributors 
and local independent distributors.  The Company competes on the basis 
of product quality and consistency, customer service and the 
availability of a wide variety of products, as well as price and prompt 
and accurate delivery of orders.  The Company believes that its pizza 
expertise, which includes providing customers with ideas on promotions, 
menu planning and baking, differentiates the Company in part from its 
competitors.  

North America Foods

     The North America Foods segment consists of two units, U.S. Foods 
and Robin Hood Multifoods.  In addition, the North America Foods segment 
operates a Canadian frozen bakery business that it is presently 
attempting to divest.  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, in-store and wholesale 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 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 North America and it competes with 
several large corporations and regional producers of bakery mixes.  With 
respect to frozen bakery products, the Company competes primarily in the 
foodservice and in-store bakery markets with several large corporations 
and numerous regional suppliers that have select product offerings.  The 
Company competes 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 combines the 
Company's Canada consumer foods business with its Canada bakery mix 
business.  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, BRODIE, 
CREAM OF THE WEST and MONARCH brands.  The Company also sells hot 
cereals under its ROBIN HOOD, OLD MILL, RED RIVER and PURITY brands.  
The Company also manufactures and markets pickles, relishes and other 
condiments to consumers in Canada, where its BICK'S brand is the leading 
brand.  The Company also sells condiments under its HABITANT, GATTUSO, 
WOODMAN'S, ROSE and MCLARENS labels.  The Company produces bakery mix 
products, wheat flour and durum and oat products for retail, in-store 
and wholesale bakeries and foodservice customers in Canada.  Such 
products are sold under the Company's ROBIN HOOD 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.

Venezuela Foods

     The Venezuela Foods segment includes consumer products for home 
baking, bakery products for food processors and commercial and retail 
bakeries, and products for the agricultural sector.  Consumer products 
include wheat flour, corn flour, whole grain rice, rice flour, corn 
cooking oil, oat cereals and spices, which are sold to grocery stores 
principally under the Company's ROBIN HOOD, JUANA, MONICA, PAYARA, GOLD 
BELL, LASSIE and LA COMADRE brands.  Bakery products include wheat 
flour, which is sold under the Company's POLAR, GRAN AGUANTE, GOLDRIM 
and ELEFANTE brands, and prepared bakery mixes, which are sold under the 
ROBIN HOOD brand.  Animal feeds are sold principally under the Company's 
SUPER-S brand to animal producers and farm distributors.  The Venezuela 
Foods segment's products are marketed through the Company's own sales 
organization and independent distributors and brokers.

     The Company's Venezuelan subsidiary is one of the largest food 
companies in Venezuela and the largest producer of animal feeds for the 
agricultural sector.  The Company is the leading producer of consumer 
wheat flour, flour for commercial food processors and retail bakeries, 
and commercial bakery mixes.  No single customer accounts for a 
significant portion of the Venezuela Foods segment's sales.  The Company 
competes on the basis of quality, price, uniqueness, timely delivery and 
customer service.

     The Company's operations in Venezuela are subject to risks inherent 
in operating under a different legal and political system along with a 
difficult economic environment.  Among these risks are inflation, 
currency volatility, possible limitations on foreign investment, 
exchangeability of currency, dividend repatriation and changes in 
existing tax laws.  See "Management's Discussion and Analysis of Results 
of Operations and Financial Condition," which is included on pages 18 
through 21 of the 1998 Annual Report to Stockholders and is incorporated 
by reference in Part II, Item 7, hereof.

Divested Businesses

     The Company's Divested Businesses segment consists of the Company's 
former food exporting business which was divested in fiscal year 1998.  
This business was principally involved in the international trading of 
food products.  A significant portion of the sales of the food exporting 
business was to a major customer that distributes food products in 
Russia.  During fiscal 1998, the Company entered into an exit agreement 
to wind down its business with the major customer.  The Company's 
results of operations could be materially adversely affected if the 
customer is unable to meet its commitments to the Company under the exit 
agreement.  In addition, in fiscal 1998, the Company was notified that 
approximately $6 million in Company-owned inventory was stolen from a 
ship in the port of St. Petersburg, Russia.  The Company believes, based 
on the facts known to date, that the loss is covered by insurance.  If 
the loss from the theft of product is not covered by insurance, the 
Company would likely recognize a material charge to its results of 
operations.  See "Management's Discussion and Analysis of Results of 
Operations and Financial Condition," which is included on pages 18 
through 21 of the 1998 Annual Report to Stockholders and is incorporated 
by reference in Part II, Item 7, hereof.

Other Information Relating to the Business of the Company

     Sources of Supply and Raw Materials.  The Company's vending 
distribution business purchases products directly from numerous 
manufacturers, processors and independent suppliers.  Several of these 
sources are large corporations from which the Company purchases 
significant quantities of brand name candy and snacks.  The Company 
believes that adequate alternative sources of supply for other vending 
products are readily available.

     The Company's foodservice distribution business purchases products 
directly from numerous manufacturers, processors and independent 
suppliers.  The Company's foodservice distribution business is not 
dependent upon any single supplier and alternative sources of supply are 
readily available.

     With respect to the Company's North America Foods and Venezuela 
Foods segments, raw materials generally are available from numerous 
sources and the Company believes that it will continue to be able to 
obtain adequate supplies.  In Canada, the Company minimizes risks 
associated with wheat market price fluctuations by hedging its wheat and 
flour inventories, open wheat purchase contracts and open flour sales 
contracts with wheat futures contracts.  In the United States, the 
Company also enters into futures contracts to reduce the risk of price 
fluctuations on certain anticipated raw material purchases.  See Note 7 
to the Company's Consolidated Financial Statements which are 
incorporated by reference in Part II, Item 8, hereof.

     The Company's Venezuelan operations are dependent on raw material 
imports for many of its products.  Wheat, oats and soybeans are not 
grown in Venezuela and adequate quantities of sorghum and yellow corn 
are not grown in Venezuela.  However, adequate wheat, oats, soybean, 
sorghum and yellow corn requirements generally are available and 
procured from sources primarily in the United States and Canada.  
Generally, adequate quantities of corn (other than yellow corn) and 
rice, which are grown in Venezuela, are available locally.  In the event 
of a local shortage of corn or rice, the Company has, from time to time, 
purchased corn and rice from the world market.

     Trademarks and Other Intellectual Property.  The Company owns 
numerous trademarks, service marks and product formulae which are 
important to the Company's business.  The most significant trademarks 
and service marks are identified above.  Most of the Company's 
trademarks and service marks are registered.

     Seasonality.  The Company does not experience material seasonal 
variations in its sales volumes.

     Environmental Regulation.  The Company's facilities in the United 
States are subject to federal, state and local environmental laws and 
regulations.  Compliance with these provisions has not had, and the 
Company does not expect such compliance to have, any material adverse 
effect upon the Company's capital expenditures, net earnings or 
competitive position.

     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, 1998, the Company and its 
subsidiaries had 6,807 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 and 
other raw materials; changes in laws and regulations; the inability of 
the Company to obtain the estimated fair market value of its Canadian 
frozen bakery business, which is being held for sale; the inability of 
the Company to either resolve the Company's "Year 2000" issues or 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; economic or political instability in Russia including 
the possibility of tariff law changes or other marketplace changes and 
restrictions; the inability of the major customer of the Company's 
former food exporting business to meet remaining commitments; the 
inability of the Company to collect insurance proceeds related to the 
theft of inventory from the port of 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.

Multifoods Distribution Group

     The Company owns two and leases 17 distribution centers aggregating 
approximately 1.5 million square feet for its vending distribution 
business.  These distribution centers are located in Commerce and 
Fremont, California; Denver, Colorado; East Windsor, Connecticut; 
Orlando, Florida; Austell, Georgia; Woodridge, Illinois; Shawnee, 
Kansas; Louisville, Kentucky; Belleville, Michigan; Minneapolis, 
Minnesota; Paulsboro and Parsippany, New Jersey; Greensboro, North 
Carolina; Twinsburg, Ohio; Memphis, Tennessee; Dallas and Houston, 
Texas; and Kent, Washington.  

     The Company's vending distribution business also operates 18 cash-
and-carry distribution locations, 11 of which are separate from the 
Company's other distribution centers.

     The Company owns nine and leases five distribution centers 
aggregating approximately 900,000 square feet for its foodservice 
distribution business.  These distribution centers are located in Tempe, 
Arizona; Anaheim, Livermore and Modesto, California; Denver, Colorado; 
Kissimmee, Florida; Atlanta, Georgia; Boise, Idaho; Indianapolis, 
Indiana; Rice, Minnesota; Springfield, Missouri; Portland, Oregon; 
Middletown, Pennsylvania; and Dallas, Texas.

North America Foods

     The Company owns 13 and leases four processing facilities.  These 
processing facilities are located in La Mirada, California; Bonner 
Springs, Kansas; Malden, Massachusetts; Sedalia, Missouri; Lockport, New 
York; Elyria, Ohio; Burnaby, British Columbia (2); Winnipeg, Manitoba; 
Burlington, Dunnville, Port Colborne, Scarborough and Simcoe, Ontario; 
Montreal, Quebec (2); and Saskatoon, Saskatchewan.

     The Company also operates two research and development 
laboratories.

Venezuela Foods

     The Company owns 18 processing facilities and leases one processing 
facility.  These processing facilities are located in Barcelona, 
Anzoategui; Ciudad Bolivar, Bolivar; Puerto Cabello (5) and Valencia, 
Carabobo; Calabozo, Guarico (3); Acarigua (3) and Araure, Portuguesa; 
Cumana, Sucre; and Maracaibo, Zulia (3).

     The Company owns two and leases 10 warehouse facilities.  In 
addition, the Company owns one and leases 12 agricultural distribution 
centers.

     The Company also operates two Company-owned hatcheries and one 
leased hatchery and operates four Company-owned and 12 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, 
1998.

EXECUTIVE OFFICERS OF THE COMPANY.

     The information contained in Item 10 in Part III hereof under the 
heading "Executive Officers of the Company" is incorporated by reference 
in Part I of this Report.

                                 PART II

Item 5.          Market for Registrant's Common Equity and Related 
Stockholder Matters.

     The Company's Common Stock is listed on the New York Stock 
Exchange.  The high and low sales prices for the Company's Common Stock 
as reported in the consolidated transaction reporting system and the 
amount of the cash dividends paid on the Company's Common Stock for each 
quarterly period within the two most recent fiscal years, shown in Note 
18 to the Company's Consolidated Financial Statements on page 38 of the 
1998 Annual Report to Stockholders, are incorporated herein by 
reference.

     As of May 1, 1998, there were 4,569 holders of record of the Common 
Stock of the Company.

     On May 9, 1997, the Company granted to Stern Stewart & Co., a 
partnership ("Stern Stewart"), an option to purchase 48,000 shares of 
the Company's Common Stock (the "Option") in a transaction that was not 
registered under the Securities Act of 1933, as amended (the "Securities 
Act").  The Option was granted pursuant to a non-qualified stock option 
agreement between Stern Stewart and the Company (the "Option Agreement") 
in lieu of $400,000 of cash compensation, as partial payment of the fee 
owed by the Company to Stern Stewart for consulting services.  The 
Option has an exercise price of $25 per share and may be exercised at 
any time during the period commencing on May 9, 2000 and ending on May 
9, 2002; provided, however, that the Option may be exercised sooner 
following the occurrence of a "Change of Control" of the Company as 
defined in the Option Agreement.  In addition, in the event of a Change 
of Control of the Company prior to May 9, 2002, in lieu of exercising 
the Option, Stern Stewart may elect to receive from the Company $400,000 
in cash in consideration of cancellation of the Option.  The Option was 
granted in a transaction exempt pursuant to Section 4(2) of the 
Securities Act.  The Company has agreed to file a registration statement 
under the Securities Act for the resale of the shares of Common Stock of 
the Company issued to Stern Stewart upon its exercise of the Option.  
The Company has agreed to file such registration statement upon the 
written request of Stern Stewart; provided, however, that Stern Stewart 
may not make any such request prior to the earlier to occur of (i) a 
Change of Control of the Company or (ii) March 15, 2000.

Item 6.          Selected Financial Data.

     The information for fiscal years 1994 through 1998 in the "Six-Year 
Comparative Summary" on page 17 of the 1998 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 3 ("Unusual 
Items") to the Company's Consolidated Financial Statements on page 28 of 
the 1998 Annual Report to Stockholders is also incorporated herein by 
reference.

Item 7.          Management's Discussion and Analysis of Financial 
Condition and Results of Operations.

     The information under the heading "Management's Discussion and 
Analysis of Results of Operations and Financial Condition" on pages 18 
through 21 of the 1998 Annual Report to Stockholders is incorporated 
herein by reference.

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

     Not applicable.

Item 8.          Financial Statements and Supplementary Data.

     The Independent Auditors' Report, the Company's Consolidated 
Financial Statements as of February 28, 1998 and February 28, 1997, and 
for each of the fiscal years in the three-year period ended February 28, 
1998, and the Notes to the Company's Consolidated Financial Statements 
on pages 22 through 38 of the 1998 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 8 and the section entitled "Section 16(a) Beneficial Ownership 
Reporting Compliance" on page 25 of the Company's Proxy Statement dated 
May 14, 1998 ("1998 Proxy Statement") are incorporated herein by 
reference.

Executive Officers of the Company

     The following sets forth the name, age and business experience for 
at least the past five years of each of the executive officers of the 
Company as of May 1, 1998.  Unless otherwise noted, the positions 
described are positions with the Company or its subsidiaries.

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

Gary E. Costley   54   Chairman of the Board,            January 1, 1997
                         President and Chief Executive      to present
                         Officer 
                       Dean of the Babcock Graduate       1995 to 1996
                         School of Management at 
                         Wake Forest University
                       Executive Vice President of        1992 to 1994
                         Kellogg Company and President, 
                         Kellogg North America


Jeffrey E. Boies  53   Vice President and President,     April 17, 1998
                         Multifoods Distribution            to present
                         Group, Inc.
                       President, Multifoods              1997 to 1998
                         Distribution Group, Inc. 
                       President, VSA, Inc.               1996 to 1997
                       President and Chief Executive      1995 to 1996
                          Officer of Sysco Food 
                          Services/Cincinnati
                       President and Chief Executive      1993 to 1995
                          Officer of Sysco Food
                          Services/Albany

Frank W. Bonvino   56  Vice President, General Counsel   1992 to present
                          and Secretary

Anthony T. Brausen 38  Vice President and Treasurer   September 20, 1996
                                                           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 - 1994
                         Financial Reporting

Dennis R. Johnson 46   Vice President and Controller   December 15, 1995
                                                         to present
                       Assistant Controller -            1993 to 1995
                         Operations and Tax
                       Assistant Controller - Operations 1987 to 1993

Jill W. Schmidt   39   Vice President, Communications   June 1, 1997
                                                          to present
                       Vice President of                 1995 to 1997
                         Tunheim Santrizos Co.
                       Account Supervisor of             1992 to 1995
                         Tunhaim Santrizos Co.

William L. Trubeck 51  Senior Vice President - Finance  March 1, 1997
                         and Chief Financial Officer      to present
                       Senior Vice President and Chief   1994 to 1996
                         Financial Officer of 
                         SPX Corporation
                       Senior Vice President and Chief   1993 to 1994
                         Financial Officer of 
                         Honeywell Inc.  

Donald H. Twiner  57   President, Robin Hood            June 1, 1997
                         Multifoods Inc.                  to present
                       President - Consumer Foods       1989 to 1997
                         Division of Robin Hood 
                         Multifoods Inc.

Robert S. Wright  51   Vice President and President,   1995 to present
                         North America Foods
                       President, Specialty Brands       1994 to 1995
                         Division of Foodbrands 
                         America, Inc.
                       President, Prepared Foods         1992 to 1994
                         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 7 and 8 and the section entitled 
"Executive Compensation" on pages 14 through 24 of the 1998 Proxy 
Statement are incorporated herein by reference.


Item 12.     Security Ownership of Certain Beneficial Owners and 
Management.

     The section entitled "Security Ownership of Certain Beneficial 
Owners and Management" on pages 2 and 3 of the 1998 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 1998 Annual Report to Stockholders, are 
incorporated by reference in Part II, Item 8, hereof:

          Independent Auditors' Report
          Consolidated Statements of Earnings - Years ended
              February 28, 1998, February 28, 1997 and February 29,
              1996
          Consolidated Balance Sheets - February 28, 1998 and
              February 28, 1997
          Consolidated Statements of Cash Flows - Years ended
              February 28, 1998, February 28, 1997 and
              February 29, 1996
          Notes to Consolidated Financial Statements

2.     Financial Statement Schedules

     The consolidated financial statement schedule of International 
Multifoods Corporation and subsidiaries and the Independent Auditors' 
Report thereon required to be filed as part of this Report are listed 
below and are included at the end of this Report.

          Independent Auditors' Report
          Schedule II - Valuation and Qualifying Accounts

     All other schedules for which provision is made in the applicable 
accounting regulations of the Securities and Exchange Commission are not 
required under the related instructions or are inapplicable and, 
therefore, have been omitted.

3.     Exhibits

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

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

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

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

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

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

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

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

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

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

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

10.3     Amendment to the 1997 Stock-Based Incentive Plan of 
International Multifoods Corporation.*

10.4     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).*

10.5     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)).*

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

10.7     Management Incentive Plan of International Multifoods 
Corporation, Amended and Restated as of March 1, 1998.*  

10.8     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).*

10.9          Management Benefit Plan of International Multifoods 
Corporation, Restated Effective January 1, 1997 (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).*

10.10     First Amendment to the Management Benefit Plan of 
International Multifoods Corporation, Restated Effective January 1, 
1997.*

10.11     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).*

10.12     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).*

10.13     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).*

10.14     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).*

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

10.16     First Amendment to Employment Agreement, dated December 19, 
1997, between International Multifoods Corporation and Gary E. Costley.*

10.17     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).*

10.18     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).*

10.19     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).*

10.20     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).*

10.21     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).*

10.22     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).*

10.23     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).*

10.24     Release, Confidentiality, Non-Disclosure and Non-Competition 
Agreement, dated as of October 27, 1997, between D. Bruce Kean and 
International Multifoods Corporation.*  

10.25     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).*

10.26     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).*

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

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

11     Computation of Earnings (Loss) Per Common Share.

12     Computation of Ratio of Earnings to Fixed Charges.

13     1998 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.

27.1     Financial Data Schedule.

27.2     Restated Financial Data Schedule (February 28, 1997).

27.3     Restated Financial Data Schedule (February 29, 1996).

27.4     Restated Financial Data Schedule (May 31, 1997).

27.5     Restated Financial Data Schedule (August 31, 1997).

27.6     Restated Financial Data Schedule (November 30, 1997).

27.7     Restated Financial Data Schedule (May 31, 1996).

27.8     Restated Financial Data Schedule (August 31, 1996).

27.9     Restated Financial Data Schedule (November 30, 1996).





*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, 1998.

     (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 14, 1998             By /s/ Gary E. Costley
                                      Gary E. Costley, Ph.D.
                                      Chairman of the Board, President
                                      and Chief Executive Officer



     Pursuant to the requirements of the Securities Exchange Act of 
1934, this Report has been signed below by the following persons on 
behalf of the registrant and in the capacities and on the dates 
indicated.





/s/ Gary E. Costley    Chairman of the Board, President    May 14, 1998
Gary E. Costley, Ph.D.  and Chief Executive Officer
                        (Principal Executive Officer)
                        and Director



/s/ William L. Trubeck Senior Vice President - Finance     May 14, 1998
William L. Trubeck      and Chief Financial Officer 
                        (Principal Financial Officer)



/s/ Dennis R. Johnson  Vice President and                  May 14, 1998
Dennis R. Johnson       Controller
                        (Principal Accounting Officer)



/s/ Claire L. Arnold   Director                            May 14, 1998
Claire L. Arnold



/s/ James G. Fifield   Director                            May 14, 1998
James G. Fifield



/s/ Robert M. Price    Director                            May 14, 1998
Robert M. Price




/s/ Nicholas L. Reding Director                            May 14, 1998
Nicholas L. Reding




/s/ Jack D. Rehm       Director                            May 14, 1998
Jack D. Rehm




/s/ Lois D. Rice       Director                            May 14, 1998
Lois D. Rice




/s/ Richard K. Smucker Director                            May 14, 1998
Richard K. Smucker




/s/ Dolph W. von Arx   Director                            May 14, 1998
Dolph W. von Arx






Independent Auditors' Report







The Board of Directors and Shareholders of
International Multifoods Corporation:


Under date of March 30, 1998, we reported on the consolidated balance 
sheets of International Multifoods Corporation and subsidiaries as of 
February 28, 1998 and 1997 and the related consolidated statements of 
earnings and cash flows for each of the years in the three-year period 
ended February 28, 1998, as contained in the 1998 Annual Report to 
Stockholders.  These consolidated financial statements and our report 
thereon are incorporated by reference in the Annual Report on Form 10-K 
for the fiscal year ended February 28, 1998.  In connection with our 
audits of the aforementioned consolidated financial statements, we also 
have audited the related consolidated financial statement schedule 
listed in Item 14.  The consolidated financial statement schedule is the 
responsibility of the Company's management.  Our responsibility is to 
express an opinion on the consolidated financial statement schedule 
based on our audits.

In our opinion, such consolidated financial statement schedule, when 
considered in relation to the basic consolidated financial statements 
taken as a whole, presents fairly, in all material respects, the 
information set forth therein.







                                                KPMG Peat Marwick LLP




Minneapolis, Minnesota
March 30, 1998








<TABLE>
<CAPTION>
                                                                                         Schedule II

                          INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
                                    Valuation and Qualifying Accounts
                                   Three years ended February 28, 1998
                                               (in thousands)


                                                         Additions       
                                             ------------------------------
                                Balance at   Net charges/(credits)                               Balance
                                beginning       to costs and                                     at end
Description                     of year           expenses           Other       Deductions      of year
---------------------------------------------------------------------------------------------------------
Allowance deducted from assets
for doubtful receivables:
<S>                              <C>             <C>                <C>           <C>           <C>
Year ended February 28, 1998     $ 9,339         $( 228)            $    -        $4,365(a)     $ 4,746(b)
                                 =======         =======            ======        ======        =======
Year ended February 28, 1997     $13,982         $2,862             $    -        $7,505(a)     $ 9,339(b)
                                 =======         =======            ======        ======        =======
Year ended February 29, 1996     $ 6,708         $5,783             $2,877        $1,386(a)     $13,982(b)
                                 =======         =======            ======        ======        =======

<FN>
Notes: (a) Deductions include accounts charged off, net of recoveries, and 
           foreign currency translation adjustments which arise from changes
           in current rates of exchange.

       (b) Classified in the balance sheets as follows:

                                                       1998     1997     1996
                                                       ----     ----     ----
            Trade accounts receivable                $4,746  $ 9,339  $13,977
                                                                             
            Miscellaneous receivables - current           -        -        5
                                                     ------  -------  -------
                                                     $4,746  $ 9,339  $13,982
                                                     ======  =======  =======
</FN>
</TABLE>

                               INDEX TO EXHIBITS
                        TO ANNUAL REPORT ON FORM 10-K OF
                      INTERNATIONAL MULTIFOODS CORPORATION
                    FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1998

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

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

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

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

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

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

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

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

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

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

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

10.3     Amendment to the 1997 Stock-Based Incentive Plan of 
International Multifoods Corporation.*

10.4     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).*

10.5     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)).*

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

10.7     Management Incentive Plan of International Multifoods 
Corporation, Amended and Restated as of March 1, 1998.*  

10.8     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).*

10.9          Management Benefit Plan of International Multifoods 
Corporation, Restated Effective January 1, 1997 (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).*

10.10     First Amendment to the Management Benefit Plan of 
International Multifoods Corporation, Restated Effective January 1, 
1997.*

10.11     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).*

10.12     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).*

10.13     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).*

10.14     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).*

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

10.16     First Amendment to Employment Agreement, dated December 19, 
1997, between International Multifoods Corporation and Gary E. Costley.*

10.17     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).*

10.18     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).*

10.19     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).*

10.20     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).*

10.21     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).*

10.22     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).*

10.23     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).*

10.24     Release, Confidentiality, Non-Disclosure and Non-Competition 
Agreement, dated as of October 27, 1997, between D. Bruce Kean and 
International Multifoods Corporation.*  

10.25     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).*

10.26     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).*

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

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

11     Computation of Earnings (Loss) Per Common Share.

12     Computation of Ratio of Earnings to Fixed Charges.

13     1998 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.

27.1     Financial Data Schedule.

27.2     Restated Financial Data Schedule (February 28, 1997).

27.3     Restated Financial Data Schedule (February 29, 1996).

27.4     Restated Financial Data Schedule (May 31, 1997).

27.5     Restated Financial Data Schedule (August 31, 1997).

27.6     Restated Financial Data Schedule (November 30, 1997).

27.7     Restated Financial Data Schedule (May 31, 1996).

27.8     Restated Financial Data Schedule (August 31, 1996).

27.9     Restated Financial Data Schedule (November 30, 1996).





*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.