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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): December 31, 2002



                             IMPERIAL SUGAR COMPANY
             (Exact name of registrant as specified in its charter)





<TABLE>
<S>                                      <C>                           <C>
            Texas                        1-10307                       74-0704500
(State or other jurisdiction    (Commission File Number)    (IRS Employer Identification No.)
      of incorporation)
</TABLE>



      One Imperial Square, 8016 Highway 90A
          P.O. Box 9, Sugar Land, Texas                        77487-0009
    (Address of principal executive offices)                   (Zip Code)




       Registrant's telephone number, including area code: (281) 491-9181

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Item 5.   Other Events

          Effective as of December 31, 2002, the Board of Directors of Imperial
Sugar Company (the "Company") declared a dividend of one right ("Right") for
each outstanding share of the Company's Common Stock, without par value ("Common
Stock"), to shareholders of record at the close of business on January 15, 2003.
Each Right entitles the registered holder to purchase from the Company a unit
consisting of one one-hundredth of a share (a "Fractional Share") of Series A
Junior Participating Preferred Stock, without par value (the "Preferred Stock"),
at a purchase price of $31.89 per Fractional Share, subject to adjustment (the
"Purchase Price"). The description and terms of the Rights are set forth in a
Rights Agreement dated as of December 31, 2002 as it may from time to time be
supplemented or amended (the "Rights Agreement") between the Company and The
Bank of New York, as Rights Agent.

          Initially, the Rights will be attached to all certificates
representing outstanding shares of Common Stock, and no separate certificates
for the Rights ("Rights Certificates") will be distributed. The Rights will
separate from the Common Stock and a "Distribution Date" will occur, with
certain exceptions, upon the earlier of (i) ten days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the date of
the announcement being the "Stock Acquisition Date"), or (ii) ten business days
following the commencement of a tender offer or exchange offer that would result
in a person's becoming an Acquiring Person. Lehman Brothers Inc. (and certain
related persons) will not be an Acquiring Person unless and until an increase in
its beneficial ownership equal to 10% of the shares of Common Stock beneficially
owned as of the date of the Rights Agreement occurs or is deemed to occur. In
addition, if at the time of the adoption of the Rights Agreement, any other
person or group of affiliated or associated persons is the beneficial owner of
15% or more of the outstanding shares of Common Stock, such person shall not
become an Acquiring Person unless and until an increase in such person's
beneficial ownership equal to 10% of the shares of Common Stock beneficially
owned as of the date of the Rights Agreement occurs or is deemed to occur. In
certain circumstances, the Distribution Date may be deferred by the Board of
Directors. Certain inadvertent acquisitions will not result in a person's
becoming an Acquiring Person if the person promptly divests itself of sufficient
Common Stock. Until the Distribution Date, (a) the Rights will be evidenced by
the Common Stock certificates (together with a copy of the Summary of Rights or
bearing the notation referred to below) and will be transferred with and only
with such Common Stock certificates, (b) new Common Stock certificates issued
after January 15, 2003 will contain a notation incorporating the Rights
Agreement by reference and (c) the surrender for transfer of any certificate for
Common Stock (with or without a copy of the Summary of Rights) will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.

          The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 31, 2012, unless earlier redeemed or
exchanged by the Company as described below.

          As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and, from and after the Distribution Date,
the separate Rights Certificates alone will

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represent the Rights. All shares of Common Stock issued prior to the
Distribution Date will be issued with Rights. Shares of Common Stock issued
after the Distribution Date in connection with certain employee benefit plans or
upon conversion of certain securities will be issued with Rights. Except as
otherwise determined by the Board of Directors, no other shares of Common Stock
issued after the Distribution Date will be issued with Rights.

          In the event (a "Flip-In Event") that a person becomes an Acquiring
Person (except pursuant to a Permitted Offer, as described below), each holder
of a Right will thereafter have the right to receive, upon exercise of such
Right, a number of shares of Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a Current Market Price (as
defined in the Rights Agreement) equal to two times the exercise price of the
Right. Notwithstanding the foregoing, following the occurrence of any Triggering
Event, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by or transferred to an Acquiring
Person (or by certain related parties) will be null and void in the
circumstances set forth in the Rights Agreement. However, Rights are not
exercisable following the occurrence of any Flip-In Event until such time as the
Rights are no longer redeemable by the Company as set forth below. A "Permitted
Offer" is a tender offer or an exchange offer that (i) offers to purchase all
outstanding shares of Common Stock, (ii) remains open for at least 35 Business
Days, (iii) results in the bidder, together with its Affiliates and Associates,
owning at least 85% of the outstanding Common Stock upon completion of the
offer, (iii) provides for a "subsequent offering period" as permitted by the
tender offer rules of at least five business days, and (v) contains a commitment
by the bidder to promptly propose (if necessary) and use its best efforts to
consummate a merger of the Company with the bidder (or a subsidiary thereof) in
which each share of Common Stock not then owned by the bidder (or any subsidiary
thereof) will be converted into the same form and amount of consideration per
share as that paid in such offer.

          In the event (a "Flip-Over Event") that, at any time from and after
the time an Acquiring Person becomes such, (i) the Company is acquired in a
merger or other business combination transaction (other than certain mergers
that follow a Permitted Offer), or (ii) 50% or more of the Company's assets,
cash flow or earning power is sold or transferred, each holder of a Right
(except Rights that are voided as set forth above) shall thereafter have the
right to receive, upon exercise, a number of shares of common stock of the
acquiring company having a Current Market Price equal to two times the exercise
price of the Right. Flip-In Events and Flip-Over Events are collectively
referred to as "Triggering Events."

          The number of outstanding Rights associated with a share of Common
Stock, or the number of Fractional Shares of Preferred Stock issuable upon
exercise of a Right and the Purchase Price, are subject to adjustment in the
event of a stock dividend on, or a subdivision, combination or reclassification
of, the Common Stock occurring prior to the Distribution Date. The Purchase
Price payable, and the number of Fractional Shares of Preferred Stock or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of certain
transactions affecting the Preferred Stock.

          With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Preferred Stock that are not integral multiples
of a Fractional Share are required to be issued

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upon exercise of Rights and, in lieu thereof, an adjustment in cash may be made
based on the market price of the Preferred Stock on the last trading date prior
to the date of exercise. Pursuant to the Rights Agreement, the Company reserves
the right to require prior to the occurrence of a Triggering Event that, upon
any exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.

          At any time until ten days following the first date of public
announcement of the occurrence of a Flip-In Event, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right, payable, at the
option of the Company, in cash, shares of Common Stock or such other
consideration as the Board of Directors may determine. Immediately upon the
effectiveness of the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.01 redemption price.

          At any time after the occurrence of a Flip-In Event and prior to a
person's becoming the beneficial owner of 50% or more of the shares of Common
Stock then outstanding or the occurrence of a Flip-Over Event, the Company may
exchange the Rights (other than Rights owned by an Acquiring Person or an
affiliate or an associate of an Acquiring Person, which will have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, and/or
other equity securities deemed to have the same value as one share of Common
Stock, per Right, subject to adjustment.

          Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights should not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for the
common stock of the acquiring company as set forth above or are exchanged as
provided in the preceding paragraph.

          Other than the redemption price, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company as long as the
Rights are redeemable. Thereafter, the provisions of the Rights Agreement other
than the redemption price may be amended by the Board of Directors in order to
cure any ambiguity, defect or inconsistency, to make changes that do not
materially adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to lengthen the
time period governing redemption shall be made at such time as the Rights are
not redeemable.

          A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Annual Report on Form 10-K
for the year ended September 30, 2002. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement, which is incorporated herein by reference.

          The Rights will have certain anti-takeover effects. The Rights will
cause substantial dilution to any person or group that attempts to acquire the
Company without the

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approval of the Company's Board of Directors. As a result, the overall effect of
the Rights may be to render more difficult or discourage any attempt to acquire
the Company even if such acquisition may be favorable to the interests of the
Company's shareholders unless such attempt is made pursuant to a Permitted
Offer. Because the Company's Board of Directors can redeem the Rights or amend
the Rights Agreement, the Rights should not interfere with a merger or other
business combination approved by the Board of Directors of the Company.

Item 7.   Financial Statements and Exhibits.

          (c)  Exhibits

               1.   Rights Agreement dated as of December 31, 2002 between
                    Imperial Sugar Company and The Bank of New York, as Rights
                    Agent, which includes as Exhibit A the form of Statement of
                    Resolution Establishing Series of Shares Designated Series A
                    Junior Participating Preferred Stock setting forth the terms
                    of the Preferred Stock, as Exhibit B the form of Rights
                    Certificate and as Exhibit C the Summary of Rights to
                    Purchase Preferred Stock Stock. Incorporated by reference to
                    Exhibit 4(a) to the Company's Annual Report on Form 10-K for
                    the year ended September 30, 2002 (File No. 1-10307).)
                    Pursuant to the Rights Agreement, Rights Certificates will
                    not be mailed until after the Distribution Date (as defined
                    in the Rights Agreement).

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                                    SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          IMPERIAL SUGAR COMPANY




Date:  January 8, 2003                    By: /s/ Darrell D. Swank
                                              ----------------------------------
                                          Name:  Darrell D. Swank
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

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