Exhibit 10.21
                          SEPARATION AGREEMENT


          This Agreement is made and entered into as of this 31st day of 
December, 1996 by and between International Multifoods Corporation, a 
Delaware corporation (the "Company"), and Duncan H. Cocroft ("Cocroft").

          WHEREAS, Cocroft has resigned his position as Vice President - 
Finance and Chief Financial Officer of the Company effective December 
31, 1996;

          WHEREAS, Cocroft has requested that the Company retain him as 
an inactive employee until he reaches early retirement age on June 27, 
1998; and

          WHEREAS, the Company is willing to retain Cocroft as an 
inactive employee under certain conditions and in exchange for certain 
agreements, as provided herein.

          NOW, THEREFORE, in consideration of the premises and the 
mutual covenants and agreements set forth herein, the parties hereto 
agree as follows:

          1.     Employment Status and Term.  Cocroft will continue as 
Vice President - Finance and Chief Financial Officer until December 31, 
1996.  Prior to such date he will confirm his resignation as Vice 
President - Finance and Chief Financial Officer of the Company and as an 
officer and director of all subsidiaries and affiliates of the Company 
effective as of December 31, 1996 by submitting to the Company a written 
resignation, in the form attached hereto as Exhibit A.  Thereafter, 
subject to the provisions of Section 13 of this Agreement, Cocroft will 
continue as an inactive employee on a paid leave of absence until June 
30, 1998, at which time Cocroft's employment with the Company will 
terminate.  For the period from January 1, 1997 through June 30, 1998, 
Cocroft agrees to make himself available to advise and assist the 
Company with respect to the business of the International Sales and 
Marketing division of the Company and other matters related to the 
business of the Company during regular business hours for reasonable 
amounts of time pursuant to a schedule mutually agreed to by the Company 
and Cocroft.

          2.     Salary and Vacation Pay.  Until December 31, 1996, 
Cocroft will receive his current base salary, less all applicable 
withholding amounts.  For the period from January 1, 1997 through June 
30, 1998, the Company will pay Cocroft a salary in 36 semi-monthly 
installments of $2,777.78 each, less all applicable withholding amounts, 
for providing advice and assistance to the Company pursuant to Section 1 
above.  The Company will pay Cocroft in a lump sum, less all applicable 
withholding amounts, the amount of any accrued and earned vacation days 
not yet taken as of December 31, 1996.  Such lump sum payment will be 
made on or before January31, 1997.  No additional vacation pay for 
Cocroft will accrue after December 31, 1996.

          3.     Severance Payment.  The Company will pay Cocroft a 
severance payment in the amount of $255,000 in a lump sum, less all 
applicable withholding amounts, on January 16, 1997, provided that 
Cocroft has not rescinded the release agreement contained in Section 9 
of this Agreement within the applicable rescission period and Cocroft 
has not breached any of his obligations under this Agreement.

          4.     Expenses.  The Company will reimburse Cocroft for his 
reasonable travel expenses and other reasonable out-of-pocket expenses 
he incurs during the period from January 1, 1997 through June 30, 1998 
in providing advice and assistance to the Company pursuant to Section 1 
above, provided that Cocroft shall obtain prior written approval of an 
officer of the Company at the Vice President or higher officer level if 
Cocroft's expenses on any single assignment are reasonably estimated to 
exceed $1,000.  Cocroft shall provide the Company with receipts and 
other evidence reasonably requested by the Company to substantiate any 
costs and expenses incurred by Cocroft in providing advice and 
assistance to the Company pursuant to Section 1 above.

          5.     Employee Benefits for the Period from January 1, 1997 
Through June30, 1998; Termination of Certain Arrangements and 
Agreements.  Except as otherwise provided herein, during the period from 
January 1, 1997 through June 30, 1998, Cocroft will be eligible to 
participate in and receive benefits under, in accordance with the 
respective terms and conditions of, the Company's employee benefit plans 
in which Cocroft is enrolled as of December 31, 1996 (other than, inter 
alia, the Company's long-term disability plan, the Company's Management 
Incentive Plan and any long-term incentive plan or program), which plans 
are listed in Exhibit B hereto, unless Cocroft elects to discontinue 
coverage or ceases to make the required contributions.  The Company will 
deduct contributions for such employee benefit plans from the periodic 
salary payments described in Section 2 above.  The Company has the right 
to amend or terminate any such plans at any time and for any reason, and 
the contribution amounts are subject to change by the Company.  
Cocroft's coverage under the Company's long-term disability plan will 
discontinue on December31, 1996.  Cocroft's participation in the 
Company's Management Incentive Plan and any long-term incentive plan or 
program, or successor plan or program, will terminate on December 31, 
1996 and no payments will be made thereunder.  The Revised and Restated 
Severance Agreement by and between the Company and Cocroft, dated as of 
September17, 1993, shall terminate on December 31, 1996.

          6.     Employee Benefits After June30, 1998.  After June 30, 
1998, Cocroft will be eligible to participate in and receive benefits 
under the Company's employee benefit plans available to similarly-
situated retirees of the Company in accordance with the provisions of 
such plans and other applicable requirements.  Such plans, and certain 
estimates and assumptions relating thereto, are listed in Exhibit C 
hereto.  The Company has the right to amend or terminate any such plans 
at any time and for any reason, and the contribution amounts are subject 
to change by the Company.

          7.     Stock Options and Restricted Stock.  In consideration 
of the Company's agreements contained herein, including, without 
limitation, the Company's agreement to pay salary and provide benefits 
to Cocroft through June 30, 1998, Cocroft agrees that all options to 
purchase shares of the Company's Common Stock, par value $.10 per share 
("Common Stock"), and all shares of restricted Common Stock held by 
Cocroft shall terminate, expire or be forfeited in accordance with the 
terms of the respective plans and agreements relating to such stock 
options and restricted stock (the "Stock Plans and Agreements") as if 
Cocroft's employment had terminated on December31, 1996, which terms are 
set forth in Exhibit D hereto.

          8.     Outplacement.  The Company will pay directly to the 
outplacement firm of Market Share Inc. or Personnel Decisions, Inc., or 
a nationally-recognized outplacement firm located in Minneapolis, 
Minnesota selected by Cocroft, an aggregate amount not to exceed $10,000 
for outplacement services to be provided to Cocroft.  Such amount will 
be paid to such outplacement firm by January 15, 1997.

          9.     Release.

          (a)     In consideration of the severance payment to Cocroft 
pursuant to Section 3 of this Agreement and the Company's agreements 
contained herein, and for other good and valuable consideration, Cocroft 
hereby releases and discharges the Company and its subsidiaries and 
affiliates, and the directors, officers, employees, agents and insurers 
of each (collectively, the "Released Parties"), from all causes of 
action, claims, demands, debts, contracts and agreements to which 
Cocroft or his heirs, executors, administrators, legal representatives, 
successors or assigns and beneficiaries have or may have in connection 
with Cocroft's employment with and termination of employment from the 
Company, except for claims under: (i) this Agreement; (ii) the employee 
benefit plans as provided in Sections 5 and 6 of this Agreement; (iii) 
any stock option, as modified by this Agreement; and (iv) any 
indemnification right to which Cocroft is entitled by reason of his 
employment by the Company under (A) the Restated Certificate of 
Incorporation, as amended, of the Company, (B) the Bylaws of the 
Company, and/or (C) any policy of insurance issued to the Company under 
which Cocroft is an insured and entitled to coverage (the foregoing 
hereinafter called the "Release").

          (b)     Except as specifically provided in paragraph (a) of 
this Section 9, the Release applies to any cause of action, claim, 
demand, debt, contract and agreement that Cocroft has or may have as of 
the date of this Agreement, including, without limitation, any and all 
claims relating to Cocroft's employment with and termination of 
employment from the Company, including, but not limited to, breach of 
contract claims; claims alleging violation of the Fair Labor Standards 
Act; the Age Discrimination In Employment Act, as amended; Title VII of 
the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866; 
the National Labor Relations Act; the Americans With Disabilities Act; 
the Employee Retirement Income Security Act; and/or any other federal, 
state or local statute, law, ordinance, regulation, order or principle 
of common law.

          (c)     Cocroft acknowledges and agrees that the Company's 
agreement to make the severance payment pursuant to Section 3 hereof and 
the Company's other agreements contained herein do not constitute an 
admission that the Company or any of the other Released Parties has 
engaged in any wrongful conduct towards Cocroft, has acted in any way to 
cause injury to Cocroft, or is responsible or legally obligated to 
Cocroft in any way, except as specifically provided in this Agreement.

          (d)     Cocroft acknowledges that he has been advised, and he 
understands, that he has 15 days from the date that he signs this 
Agreement to rescind this Agreement in its entirety, if he notifies the 
Company, in writing, at Multifoods Tower, 33 South 6th Street, P.O. Box 
2942, Minneapolis, Minnesota  55402, Attention: Frank W. Bonvino, Vice 
President, General Counsel and Secretary of the Company, of his decision 
to rescind this Agreement.  Cocroft also understands that, if he 
rescinds this Agreement, he shall forfeit the salary payments to be made 
pursuant to Section 2 hereof and the severance payment payable pursuant 
to Section 3 hereof and his employment shall terminate as of the date of 
such rescission, at which time this Agreement shall become null and 
void.  Cocroft further acknowledges and understands that, to be 
effective, his notice of rescission must be in writing and must be 
delivered to the address stated above either by hand or by mail within 
the 15-day period.  If delivered by mail, the rescission must be: 
(i)postmarked within the 15-day period; (ii)properly addressed to the 
Company; and (iii)sent by certified mail, return receipt requested.

          (e)     Cocroft represents that he has read this Agreement and 
understands all of the terms and conditions contained in this Agreement, 
and that he has been encouraged by the Company to discuss this Agreement 
with an attorney-at-law of his choice.  Cocroft's manual signature on 
this Agreement, set forth below on the signature line, constitutes 
Cocroft's acknowledgment that he understands the effect of this 
Agreement, and that he has signed this Agreement KNOWINGLY AND 
VOLUNTARILY, and that he has not relied on any representations, 
statements or explanations made by the Company or any of the Released 
Parties or their attorneys.  

                                 NOTE

             THE COMPANY HEREBY ADVISES COCROFT TO CONSULT WITH 
               AN ATTORNEY-AT-LAW OF COCROFT'S CHOICE BEFORE 
                 COCROFT SIGNS AND DELIVERS THIS AGREEMENT.


          10.     The Company's Representation.  The Company represents 
to Cocroft that, as of the date of this Agreement, the Company has no 
knowledge or any information which would cause the Company to assert a 
claim against Cocroft in connection with Cocroft's employment to the 
date of this Agreement.

          11.     Confidential Information.

          (a)     Cocroft covenants and agrees that during and after his 
employment with the Company he will maintain in strict confidence and 
not, directly or indirectly, use or disclose to any person, corporation, 
partnership, entity or enterprise, any information, including, without 
limitation, financial information, strategic and business plans, 
customer lists or trade secrets of the Company or any of its 
subsidiaries, or any other confidential or proprietary information of 
the Company or any of its subsidiaries.  For purposes of this Agreement, 
confidential information shall not include any information: (i) which 
was known to the public on the date of this Agreement; (ii) which 
becomes known to the public following the date of this Agreement through 
no fault of Cocroft; or (iii) which is disclosed to Cocroft by a third 
party who has the right to disclose such information without violating 
any agreement of confidentiality with the Company.

          (b)     In the event that Cocroft is compelled by subpoena, 
civil investigative demand, court order or other legal process in any 
proceeding to disclose any confidential information described in 
paragraph (a) immediately above, Cocroft shall give the Company prompt 
written notice so that the Company may seek an appropriate protective 
order or other confidential treatment of such confidential information.  
If the Company shall fail for any reason to obtain a protective order 
and Cocroft shall be compelled to disclose any such confidential 
information, based upon the advice of Cocroft's counsel, Cocroft may 
disclose such information without liability under this Agreement, 
provided that Cocroft shall give the Company written notice of the 
information to be disclosed as far in advance of its disclosure as is 
reasonably practicable and the name of the party to whom Cocroft is 
required to disclose such information and, in any event, such disclosure 
shall be limited to the specific information that Cocroft is legally 
required to disclose based upon the advice of Cocroft's counsel.

          (c)     Cocroft acknowledges and agrees that money damages 
would not be a sufficient remedy for any breach or threatened breach by 
Cocroft of his covenant of confidentiality set forth in this Section 11 
and that, in addition to all other remedies that the Company shall be 
entitled to, the Company shall be entitled to specific performance and 
injunctive or other equitable relief as a remedy for any such breach or 
threatened breach.  Cocroft acknowledges and agrees that no failure or 
delay by the Company in exercising any right under this Section 11 shall 
operate as a waiver thereof, nor shall a single or partial exercise of 
any such right preclude further or other exercise thereof.

          12.     Cocroft's Covenants of Non-Competition, Non-
Solicitation and Non-Disparagement.

          (a)     Cocroft covenants and agrees that he will not, 
directly or indirectly: (i) during the period commencing on the date of 
this Agreement and ending on June 30, 1998 (the "Restricted Period"), 
become an owner of more than one percent of the stock of, take 
employment with, become a director, officer or partner of, or become a 
consultant or advisor to, any competitor of the Company in any line of 
business (except Divested Businesses) in which the Company is engaged as 
described in the Company's Annual Report on Form 10-K for the fiscal 
year of the Company ended on February 29, 1996 filed with the Securities 
and Exchange Commission; (ii) during the Restricted Period, employ or 
attempt to employ any director, officer or employee of the Company or 
any of its subsidiaries, or otherwise interfere with or disrupt any 
employment relationship (contractual or otherwise) between the Company 
and any director, officer or employee of the Company or any of its 
subsidiaries; (iii) during the Restricted Period, solicit, request, 
advise or induce any present or potential customer, supplier or other 
business contact of the Company to cancel, curtail or otherwise change 
its relationship with the Company or any of its subsidiaries; or (iv) 
during the Restricted Period and at any time thereafter, publicly 
criticize or disparage in any manner or by any means the Company or any 
of its subsidiaries, its and their personnel, or any aspect of its and 
their management policies, operations, products, services or practices.

          (b)     Cocroft acknowledges and agrees that money damages 
would not be a sufficient remedy for any breach or threatened breach by 
Cocroft of his covenants set forth in this Section 12 and that, in 
addition to all other remedies that the Company shall be entitled to, 
the Company shall be entitled to specific performance and injunctive or 
other equitable relief as a remedy for any such breach or threatened 
breach.  Cocroft acknowledges and agrees that no failure or delay by the 
Company in exercising any right under this Section 12 shall operate as a 
waiver thereof, nor shall a single or partial exercise of any such right 
preclude further or other exercise thereof.

          13.     Termination of Employment and Agreement.  The Company 
may terminate Cocroft's employment, upon written notice to Cocroft, in 
the event that Cocroft breaches any of his obligations under this 
Agreement, at which time this Agreement shall become null and void.

          14.     No Waiver.  The waiver by the Company or Cocroft of a 
breach by the Company or Cocroft, as applicable, of any term of this 
Agreement shall not operate or be construed as a waiver of any 
subsequent breach by the Company or Cocroft, as applicable.

          15.     Successors and Assigns.  The rights and obligations of 
Cocroft under this Agreement may not be assigned, transferred or 
delegated, in whole or in part, by Cocroft.  This Agreement is binding 
upon the successors and assigns of the Company.

          16.     Entire Agreement.  This Agreement, including the 
Exhibits hereto, the employee benefit plans as provided in Sections 5 
and 6 of this Agreement, and the Stock Plans and Agreements (to the 
extent not modified by this Agreement) constitute the entire agreement 
and understanding of the parties and supersedes all previous 
communications, representations, understandings and agreements between 
the parties, oral or written, with respect to the subject matter hereof.

          17.     Headings.  The descriptive headings of the sections of 
this Agreement are inserted for convenience only and do not constitute a 
part of this Agreement.

          18.     Governing Law.  This Agreement shall be governed by 
and interpreted and construed in accordance with the laws of the State 
of Minnesota, without giving effect to the conflicts of laws principles 
thereof.

          19.     Severability.  The provisions of this Agreement are 
severable and if any provision of this Agreement is invalid or 
unenforceable under any statute, regulation, order or other rule of law, 
that provision shall be deemed to be modified or deleted, but only to 
the extent necessary to comply with the statute, regulation, order or 
rule and the remaining provisions of this Agreement shall remain in full 
force and effect.

          20.     Counterparts.  This Agreement may be executed in two 
counterparts, each of which will be deemed an original, but which 
together shall constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties have executed this Agreement 
on the date stated above.


                              INTERNATIONAL MULTIFOODS CORPORATION


                              By /s/ Robert F. Maddocks

                                Its Executive Vice President



                              /s/ Duncan H. Cocroft
                              Duncan H. Cocroft


                                                             Exhibit A


                               RESIGNATION


          I, Duncan H. Cocroft, hereby resign, effective as of December 
31, 1996, the office of Vice President - Finance and Chief Financial 
Officer of International Multifoods Corporation, a Delaware corporation 
("Multifoods"), and all offices and directorships that I hold in any 
subsidiaries or affiliates of Multifoods.

          Dated as of the 31st day of December, 1996.



                                    /s/ Duncan H. Cocroft
                                    Duncan H. Cocroft



                                                           Exhibit B

                     EMPLOYEE BENEFITS FOR THE PERIOD
                   JANUARY 1, 1997 THROUGH JUNE 30, 1998


I.     Group Benefits

Subject to the terms and conditions of the Agreement, of which this 
Exhibit B is a part, the group benefit plans listed below will remain in 
effect unless you choose to discontinue coverage or cease to make the 
required contributions.  Contributions for group benefits will be 
deducted from semi-monthly salary payments.  The semi-monthly 
contributions effective January 1, 1997 are as follows:

                                                     Semi-Monthly
                                                     Contribution

Indemnity medical, family coverage                       $33.50
Dental plan with orthodontia, family coverage            $ 5.50
Vision care, family coverage                             $10.21
Life insurance coverage equal to $268,000*               $12.73
Dependent life insurance                                 $ 5.70
Health Care Flexible Spending Account                    $100.00
     (based on 1996 election)

Note:  Contribution amounts are subject to change by the Company.

*Based on salary equal to $2,777.78 per semi-monthly pay period.

II.     Retirement Plans

Subject to the terms and conditions of the Agreement, of which this 
Exhibit B is a part, you will continue as an active participant in the 
Employees' Voluntary Investment and Savings Plan of International 
Multifoods Corporation, the Multifoods Pension Equity Plan and the 
Management Benefit Plan of International Multifoods Corporation until 
June 30, 1998.
Exhibit C

                 EMPLOYEE BENEFITS AFTER JUNE 30, 1998


I.     Group Benefits

Subject to the terms and conditions of the Agreement, of which this 
Exhibit C is a part, effective July 1, 1998, you will be eligible to 
enroll in retiree group insurance plans available to similarly-situated 
employees under the plans that exist on that date.  The plans currently 
available are:

A.     Life insurance

Under Minnesota Statute 61A.092, you could continue your then active 
coverage amount for up to 18 months following your termination of 
employment date.  You could also continue dependent life insurance for 
up to 18 months.

At the time your life insurance continuation period ceases (at the end 
of the 18-month period or on the date you move from Minnesota, if 
earlier), you could convert all or any portion of your group term life 
insurance to an individual policy (except term insurance or a policy 
which contains disability benefits).

B.     Medical Insurance

Your participation in the Multifoods medical plan available to employees 
would cease on June 30, 1998.  However, you would have the option to 
continue company-sponsored medical coverage under Multifoods Retiree 
Medical Program.  You and your eligible dependents could continue 
coverage under an indemnity plan option and receive increased benefits 
when services are received within a network of preferred providers.  An 
HMO option may also be available depending on where you reside at that 
time.

C.     Dental and Vision Plans

Your participation in the dental and vision plans would cease on June 
30, 1998.  However, under the Consolidated Omnibus Budget Reconciliation 
Act of 1985 ("COBRA"), you and your eligible dependents could continue 
these plans for up to 18 months.

II.     VISA Plan

Distribution may be made promptly following your termination of 
employment date or deferred until not later than the April 1 following 
the year in which you reach age 70-1/2.  At your election, distribution 
may be made in one lump sum or in a series of approximately-equal annual 
installments over a period not exceeding 10 years.

III.     Multifoods Pension Equity Plan and Management Benefit Plan

You will be eligible to receive monthly pension benefits commencing July 
1, 1998 under one of the payment options shown below in the approximate 
amounts noted:

                               Pension Equity     Bonus Base      Total
Payment Option                     Formula*        Formula       Pension

Life only                           $1,619         $3,911        $5,530

Life with 10 years certain          $1,586         $3,832        $5,418

100% joint and survivor,            $1,311         $3,168        $4,479
with benefits equal to the
amounts shown continuing to 
your surviving spouse following 
your death

50% joint and survivor,           $1,434         $5,023      $6,457
with benefits equal to 50% of
the amounts shown to your surviving
spouse following your death


* Amounts which could not be paid from the Pension Equity Plan because 
of Internal Revenue Code limits would be paid from the Management 
Benefit Plan.  

The above estimates were calculated assuming that salary equal to 
$2,777.78 per semi-monthly pay period continues through 1997 and that 
there are no future changes in plan design or increases in the Social 
Security covered wage base.



                                                           Exhibit D


                          DUNCAN H. COCROFT

                   EXPIRATION DATES OF STOCK OPTIONS

Date of         Number      Exercise                   Expiration
Grant          of Shares     Price          Plan          Date   

5/4/90           11,250     $18.875         1986        12/31/96
11/16/90         11,250     $22.75          1989         3/31/97
11/16/90         95,454     $22.75          1989        11/15/00
12/20/91          6,000     $25.6875        1989        12/31/96
12/11/92          6,500     $28.0625        1989        12/31/96
3/17/95          10,000     $18.6875        1986        12/31/96

The option to purchase 7,500 shares which was granted on March 15, 1996 
will be forfeited as the vesting requirements will not be satisfied by 
December 31, 1996.


                 FORFEITURE OF SHARES OF RESTRICTED STOCK

The shares of restricted stock listed below will be forfeited since the 
shares will not be vested by December 31, 1996.

               Date of         Number         Date of
               Grant          of Shares     Forfeiture

               3/18/93         10,000        12/31/96
               3/18/94            675        12/31/96
               3/17/95            675        12/31/96
               3/15/96            525        12/31/96