SECURITIES AND EXCHANGE COMMISSION 
                         Washington, D.C.  20549 
 
                                 FORM 10-Q 
 
 
(Mark One) 
  [ X ]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934  
 
              For the quarterly period ended November 30, 1995 
 
                                     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 of                   (I.R.S. Employer 
incorporation or organization)                    Identification No.) 
 
 
 
33 South 6th Street, 
Minneapolis, Minnesota                                    55402 
(Address of principal executive offices)                (Zip Code) 
 
                                 (612) 340-3300 
           (Registrant's telephone number, including area code) 
 
 
                                (not applicable) 
    (Former name, former address and former fiscal year, if changed 
     since last report) 
 
  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 
 
  The number of shares outstanding of the registrant's Common Stock, 
par value $.10 per share, as of December 31, 1995 was 18,010,302 
 

                           PART I. FINANCIAL INFORMATION 
 
              INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES 
 
                 Consolidated Condensed Statements of Earnings 
                                   (unaudited) 
                    (in thousands, except per share amounts) 
 
 
 
                              THREE MONTHS ENDED         NINE MONTHS ENDED     
                              Nov. 30,    Nov. 30,      Nov. 30,     Nov. 30, 
                                 1995        1994          1995         1994 
                            ---------   ---------   -----------  -----------
Net sales                   $ 632,104   $ 653,459   $ 1,887,992  $ 1,677,641  
Cost of sales                (536,225)   (540,976)   (1,591,763)  (1,383,554) 
  Gross profit                 95,879     112,483       296,229      294,087 
 
Delivery and distribution     (41,662)    (40,750)     (122,269)    (106,661) 
Selling, general and 
  administrative              (39,177)    (50,498)     (131,446)    (144,222) 
Unusual items                       -           -        (5,700)      26,661 
    Operating earnings         15,040      21,235        36,814       69,865 
 
Financing costs: 
  Interest, net                (4,002)     (3,045)      (13,807)      (8,113) 
  Foreign exchange losses 
    on cash and equivalents    (1,983)          -        (3,002)      (2,747) 
      Total financing costs    (5,985)     (3,045)      (16,809)     (10,860) 
 
  Earnings before  
    income taxes                9,055      18,190        20,005       59,005 
Income taxes                   (2,263)     (7,276)       (1,662)     (13,694) 
 
Net earnings                $   6,792   $  10,914   $    18,343  $    45,311 
 
Net earnings per share 
  of common stock           $     .38   $     .61   $      1.01  $      2.51 
 
Average shares of common 
  stock outstanding            17,967      17,924        17,959       17,979 
 
Dividends per share  
  of common stock: 
    Declared                $     .20   $     .20   $       .60  $       .40 
    Paid                    $     .20   $     .20   $       .60  $       .60 
 
 
See accompanying notes to consolidated condensed financial statements. 
 
 
            INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES 
 
                    Consolidated Condensed Balance Sheets 
                           (dollars in thousands) 
 
                                                             Condensed 
                                                           from audited 
                                                             financial 
                                              (Unaudited)    statements 
                                               Nov. 30,        Feb. 28, 
                                                  1995           1995   
                                              --------      ----------
Assets 
 
Current assets: 
  Cash and equivalents                         $ 14,201      $ 10,792 
  Trade accounts receivable, net                132,476       142,474 
  Inventories                                   253,637       256,878 
  Other current assets                           68,637        61,553 
    Total current assets                        468,951       471,697 
 
Property, plant and equipment, net              225,646       228,025 
Goodwill                                        100,856       108,636 
Other assets                                     36,794        38,347 
Total assets                                   $832,247      $846,705 
 
Liabilities and Shareholders' Equity 
 
Current liabilities: 
  Notes payable                                $ 80,311      $ 47,149 
  Current portion of long-term debt               7,000        11,083 
  Accounts payable                              156,957       167,114 
  Other current liabilities                      77,237        90,646 
    Total current liabilities                   321,505       315,992 
 
Long-term debt, net of current portion          162,325       183,087 
Employee benefits and other  
  liabilities                                    49,426        52,960 
    Total liabilities                           533,256       552,039 
 
Redeemable preferred stock                            -         3,604 
 
Shareholders' equity                            298,991       291,062 
 
Commitments and contingencies                                         
 
Total liabilities and 
  shareholders' equity                         $832,247      $846,705 
 
See accompanying notes to consolidated condensed financial statements. 
 
 
 
           INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES 
 
             Consolidated Condensed Statements of Cash Flows  
                               (unaudited) 
                          (dollars in thousands) 
 
 
                                                      NINE MONTHS ENDED   
                                                    Nov. 30,     Nov. 30, 
                                                       1995         1994 
                                                   --------     --------
Cash flows from operations: 
  Net earnings                                     $ 18,343     $ 45,311 
  Adjustments to reconcile net earnings 
    to cash provided by operations: 
      Depreciation and amortization                  22,145       19,728 
      Deferred income tax benefit                    (5,904)      (8,243) 
      Provision for losses on receivables             2,810        2,351 
      Provision for unusual charges                  15,493        6,220 
      Gain on major business dispositions            (9,900)     (32,881) 
      Changes in operating assets and liabilities, 
        net of business acquisitions and  
        dispositions: 
          Accounts receivable                        (5,186)      (4,156) 
          Inventories                                (3,410)     (53,448) 
          Other current assets                       (8,416)     (17,222) 
          Accounts payable                            1,484       25,799 
          Other current liabilities                 (14,517)      12,326 
      Other, net                                      4,787        5,117 
               Cash provided by operations           17,729          902 
Cash flows from investing activities: 
  Business acquisitions                             (29,904)    (115,847) 
  Capital expenditures                              (22,204)     (24,001) 
  Proceeds from business dispositions                48,009      156,367 
  Proceeds from other property disposals                651        2,727 
               Cash provided by (used for) 
                  investing activities               (3,448)      19,246 
Cash flows from financing activities: 
  Net increase in notes payable                      35,346        4,559 
  Net decrease in long-term debt                    (24,721)      (6,987) 
  Dividends paid                                    (10,902)     (10,950) 
  Proceeds from issuance of common stock              1,188          119 
  Purchase of treasury shares                        (2,472)      (5,777) 
  Redemption of preferred stock                      (3,732)           - 
  Other, net                                           (421)         (13) 
               Cash used for financing activities    (5,714)     (19,049) 
Effect of exchange rate changes on cash 
  and equivalents                                    (5,158)      (2,758) 
Net increase (decrease)in cash and equivalents        3,409       (1,659) 
Cash and equivalents at beginning of period          10,792       10,507 
Cash and equivalents at end of period              $ 14,201      $ 8,848 
 
See accompanying notes to consolidated condensed financial statements. 
 
 
 
             INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES 
             Notes to Consolidated Condensed Financial Statements 
 
                                  (unaudited) 
 
(1) In the opinion of the Company, the accompanying unaudited consolidated  
condensed financial statements contain all adjustments (consisting of only  
normal recurring adjustments, except as noted elsewhere in the notes to the  
consolidated condensed financial statements) necessary to present fairly its  
financial position as of November 30, 1995 and the results of its operations  
for the three and nine months ended November 30, 1995 and 1994, and cash flows  
for the nine months ended November 30, 1995 and 1994.  These statements are  
condensed and therefore do not include all of the information and footnotes  
required by generally accepted accounting principles for complete financial  
statements.  The statements should be read in conjunction with the  
consolidated financial statements and footnotes included in the Company's  
Annual Report on Form 10-K for the year ended February 28, 1995.  The results  
of operations for the three and nine months ended November 30, 1995 are not  
necessarily indicative of the results to be expected for the full year. 

 
(2) Cost of sales - To more closely match costs with related revenues, the  
Company classifies the foreign exchange gains on Venezuelan local currency  
borrowings along with the inflation element inherent in interest rates on such  
borrowings as a component of cost of sales.  Accordingly, a reduction of $2.3  
million and an increase of $0.2 million for the three months ended November  
30, 1995 and 1994, respectively, and reductions of $4.0 million and $1.7  
million for the nine months ended November 30, 1995 and November 30, 1994,  
respectively, are included in cost of sales. 

 
(3) Businesses acquired - The Company acquired, with cash, certain businesses  
during fiscal 1996 and 1995.  All acquisitions have been accounted for as  
purchases and, accordingly, the results of operations of the acquired  
businesses have been included since their respective dates of acquisition.   
The most significant acquisitions were as follows: 
 
Fiscal    Business Segment     Name                      Date Acquired 
----------------------------------------------------------------------
1996      Venezuela Foods      Two wheat flour mills 
                                 in Puerto Cabello,Vz.   August 1995 
          Foodservice 
            Distribution       Alum Rock Foodservice     July 1995 
          Venezuela Foods      Corn flour business        
                                 in Ciudad Bolivar,Vz.   April 1995    
----------------------------------------------------------------------
1995      Foodservice          Distribution business 
            Distribution         of Leprino Foods        August 1994   
 
The components of cash used for all acquisitions, as reflected in the  
consolidated condensed statements of cash flows, are summarized as follows
(in thousands): 
                                                        Nine Months Ended  
                                                       Nov. 30,   Nov. 30, 
                                                          1995       1994 
                                                       -------   --------
Fair value of current assets                           $ 7,252   $ 46,383  
Fair value of non-current assets, excluding goodwill    21,266     39,118 
Goodwill                                                 2,626     51,478 
Liabilities assumed, principally current                  (740)   (21,132) 
Purchase contract liabilities                             (500)         - 
  Cash paid at closing                                 $29,904   $115,847 
 
 
Assuming the Company's acquisitions had been completed on March 1, 1994, the  
beginning of fiscal 1995, pro forma net sales for the nine months ended  
November 30, 1995 and 1994 would have been $1.91 billion and $1.93 billion,  
respectively.  The pro forma effect on net earnings and net earnings per share  
is not significant.  The pro forma information is not necessarily indicative  
of the combined results of operations that would have occurred had the  
acquisitions been completed as of the beginning of fiscal 1995. 

 
(4) Unusual items - During the quarter ended August 31, 1995, the Company  
recognized unusual items that resulted in a net pre-tax loss of $5.7 million.   
As a result of a favorable tax settlement, a net after-tax benefit of $0.5  
million was recognized.  Unusual items included a $9.9 million pre-tax gain  
from the divestiture of the Company's surimi seafood business, a $9.4 million  
pre-tax charge related to the vending distribution business and a $6.2 million  
pre-tax charge for a corporate restructuring plan. 
  The $9.4 million charge consisted of $8.9 million for the write-down of  
certain computer software costs and $0.5 million for exiting a lease  
commitment.  The Company decided in the second quarter to limit the scope of  
applications being implemented in its vending business information system.   
Accordingly, the Company determined that certain software applications would  
not be used.  The Company expects these actions to result in an annualized  
reduction in operating expenses of approximately $1.5 million, principally  
from lower amortization of software costs. 
  During the quarter ended August 31, 1995, management approved and committed  
the Company to a plan of reducing the cost of corporate administrative  
operations (the Plan).  The Plan has resulted in approximately 30 involuntary  
terminations to corporate administrative employees.  The Company also entered  
into a sublease agreement for certain corporate office space at rental rates  
that are lower than the rates in the Company's lease agreement.  In addition,  
as a result of the employee terminations and sublease agreement, certain  
leasehold improvements and office equipment were written-down.  Of the total  
pre-tax charge of $6.2 million, $4.2 million represents anticipated future  
cash outflows.  All significant actions of the Plan are expected to be  
completed by the first half of fiscal year 1997.  The Plan is expected to  
result in an annualized reduction in operating expenses of approximately $1.5  
million. 
  During the quarter ended August 31, 1995, the IRS closed examinations of the 
Company's tax returns for fiscal years 1992 and 1993.  The Company also  
received a stipulated agreement from the United States Tax Court regarding  
proposed disallowances of certain deductions taken during fiscal years 1985  
through 1991.  As a result, the Company recognized a $5.0 million tax benefit. 
 
  The following table summarizes the change in the Company's reorganization  
and integration reserves for the nine months ended November 30, 1995 (in  
thousands): 

<TABLE>
<CAPTION>


                           Foodservice Distribution          Bakery           Corporate 
                           ------------------------    --------------------   ----------
                                                                  Consoli- 
                            Organiza-                 Organiza-   dation/     Orgainiza- 
                             tional     Business       tional     Closing      tional      Total 
                             Changes   Integration     Changes    Facilities   Changes    Company 
                            --------   -----------    --------    ----------  ----------  -------
<S>                         <C>        <C>            <C>         <C>         <C>        <C>
Reorganization and  
  integration reserves 
  at Feb. 28, 1995          $   792      $ 4,406       $ 4,310    $ 2,997      $     -   $ 12,505 
Reserve additions               500            -             -          -        4,200      4,700 
Reserves utilized            (1,292)      (2,054)       (2,690)    (1,843)        (905)    (8,784) 
Exchange rate effect              -            -           101         85            -        186 
Reorganization and  
  integration reserves 
  at November 30, 1995      $     -      $ 2,352       $ 1,721    $ 1,239      $ 3,295   $  8,607 

</TABLE>
 
(5) Interest, net consisted of the following (in thousands): 
 
                                 Three Months Ended       Nine Months Ended 
                                  Nov. 30,  Nov. 30,      Nov. 30,  Nov. 30, 
                                     1995      1994          1995      1994 
                                  -------   -------       -------   -------
Interest expense                   $4,384    $4,293       $15,281   $10,937 
Capitalized interest                  (26)      (87)         (121)     (256) 
Non-operating interest income        (356)   (1,161)       (1,353)   (2,568) 
  Interest, net                    $4,002    $3,045       $13,807   $ 8,113 
 
Cash payments for interest, net of amounts capitalized, for the nine months  
ended November 30, 1995 and 1994 were approximately $15.6 million and $10.5  
million, respectively. 

 
(6) Income taxes - Cash payments for income taxes for the nine months ended  
November 30, 1995 and 1994 were $3.6 million and $3.9 million, respectively. 

 
(7) Supplemental balance sheet information (in thousands) 
 
                                                 Nov. 30,      Feb. 28, 
                                                    1995          1995 
                                                 -------       -------
Trade accounts receivable, net: 
  Trade                                         $139,425      $149,132 
  Allowance for doubtful accounts                 (6,949)       (6,658) 
   Total trade accounts receivable, net         $132,476      $142,474 
Inventories: 
  Raw materials, excluding grain                $ 19,825      $ 25,683 
  Grain                                           49,199        65,402 
  Finished and in-process goods                  176,916       158,497 
  Packages and supplies                            7,697         7,296 
   Total inventories                            $253,637      $256,878 
Property, plant and equipment, net: 
  Land                                          $ 11,514      $ 11,635 
  Buildings and improvements                      85,525        87,739 
  Machinery and equipment                        211,641       212,262 
  Transportation equipment                         9,370         9,042 
  Improvements in progress                        18,530        13,381 
  Accumulated depreciation                      (110,934)     (106,034) 
   Total property, plant and equipment, net     $225,646      $228,025 
 
 
(8) Financial instruments 
 
Concentrations of credit risk - The Company's food exporting business sells  
food products in the former Soviet Union.  Although the Company has not  
experienced any losses associated with these sales, continued payment for  
such sales may be affected by political events or the economic stability of  
that region. 
 
Other financial instruments - In Canada, the Company minimizes the risk  
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 (Futures).  In the United States
and Canada, the Company has entered into Futures in order to reduce the risk
of raw material price increases with respect to anticipated flour purchases.
Gains and losses on Futures are deferred and recognized in cost of sales as
part of the product cost.  The open Futures mature in the period December 1995
through July 1996 and substantially coincide with the maturities of the open
wheat purchase contracts, open flour sales contracts and the anticipated
timing of flour purchases.  The amount of gains deferred as of November 30, 1995
was insignificant.  Management believes the credit risk of these Futures
due to nonperformance of the counterparties is insignificant. 
 
 
(9) Segment information - The Company's business segments are as follows:   
Foodservice Distribution consists of U.S. vending distribution and limited- 
menu foodservice distribution and food exporting business; Bakery consists of  
U.S. and Canadian bakery products and consumer products in Canada, which  
includes primarily home baking products and condiments; Venezuela Foods  
consists of bakery products, consumer products for home baking and  
agricultural products; Divested Businesses consists principally of the frozen  
specialty foods and meats businesses which were divested in fiscal 1995 and  
the surimi seafood business which was divested in fiscal 1996. 
 
                                    Net     Operating   Unusual  
(in millions)                      Sales      Costs      Items     Total 
                                --------   ----------   -------   ------
Three Months Ended Nov. 30, 1995 
  Foodservice Distribution      $  440.8   $  (432.9)     $   -    $ 7.9 
  Bakery                           126.1      (117.9)         -      8.2 
  Venezuela Foods                   65.2       (64.8)         -       .4 
  Corporate Expenses                   -        (1.5)         -     (1.5) 
    Total                       $  632.1   $  (617.1)     $   -    $15.0 
 
Three Months Ended Nov. 30, 1994 
  Foodservice Distribution      $  423.3   $  (417.3)     $   -    $ 6.0 
  Bakery                           132.7      (122.6)         -     10.1 
  Venezuela Foods                   81.0       (74.8)         -      6.2 
  Divested Businesses               16.4       (14.2)         -      2.2 
  Corporate Expenses                   -        (3.3)         -     (3.3) 
    Total                       $  653.4   $  (632.2)     $   -    $21.2 
 
Nine Months Ended Nov. 30, 1995 
  Foodservice Distribution      $1,257.5   $(1,240.2)     $(9.4)   $ 7.9 
  Bakery                           344.2      (329.7)         -     14.5 
  Venezuela Foods                  268.2      (252.8)         -     15.4 
  Divested Businesses               18.1       (15.6)       9.9     12.4 
  Corporate Expenses                   -        (7.2)      (6.2)   (13.4) 
    Total                       $1,888.0   $(1,845.5)     $(5.7)   $36.8 
 
Nine Months Ended Nov. 30, 1994 
  Foodservice Distribution      $  991.8   $  (977.9)     $(6.2)   $ 7.7 
  Bakery                           350.6      (334.8)         -     15.8 
  Venezuela Foods                  227.9      (215.0)         -     12.9 
  Divested Businesses              107.3       (97.9)      32.9     42.3 
  Corporate Expenses                   -        (8.9)         -     (8.9) 
    Total                       $1,677.6   $(1,634.5)     $26.7    $69.8 
 
 
 
            INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES 
             Management's Discussion and Analysis of Results of 
                   Operations and Financial Condition 
                                 (Unaudited) 
Results of Operations: 
 
For the third quarter and nine months ended November 30, 1995 compared with 
the corresponding prior periods 
 
Overview 
The consolidated net earnings for the third quarter were $6.8 million, or $.38  
per share, compared with net earnings of $10.9 million, or $.61 per share, a  
year ago.  The decline in net earnings was primarily the result of earnings  
declines in the Venezuela Foods and Bakery segments.  Consolidated net sales  
declined 3% to $632.1 million compared with $653.4 million in the third  
quarter last year. 
 
The consolidated net earnings for the nine months ended November 30, 1995 were  
$18.3 million, or $1.01 per share, compared with net earnings of $45.3  
million, or $2.51 per share, a year ago.  Excluding unusual items, net  
earnings were $17.8 million, or $.99 per share, compared with $19.4 million,  
or $1.07 per share, a year ago.  Unusual items in fiscal 1996 included a $9.9  
million pre-tax gain from the June 1995 divestiture of the Company's surimi  
seafood business, a pre-tax charge of $9.4 million related to the Company's  
vending distribution business and a pre-tax charge of $6.2 million for a  
corporate restructuring plan.  The Company also recognized a $5 million  
benefit with respect to a tax settlement.  Unusual items in fiscal 1995  
included a $32.9 million pre-tax gain from the divestiture of the Company's  
Frozen Specialty Foods business, partially offset by $6.2 million of costs  
associated with the integration of the Company's limited-menu foodservice  
distribution businesses.  See Note 4 to the consolidated condensed financial  
statements for additional information on unusual items.  Consolidated net  
sales for the nine months ended November 30, 1995 increased 13% to $1.89  
billion compared with $1.68 billion in the same period last year.  Net sales  
benefited from sales of the limited-menu distribution business of Leprino  
Foods Company which was acquired in August 1994. 
 
Segment Results 
Foodservice Distribution third quarter net sales increased 4% to $440.8  
million compared with $423.3 million a year ago.  The increase was from higher  
volumes in the Company's limited-menu foodservice distribution business,  
including the addition of sales from the July 1995 acquisition of Alum Rock  
Foodservice.  The increase in sales was partially offset by a 4% decline in  
net sales of the Company's vending distribution business as a result of lower  
volumes as compared to the same period last year.  The lower volumes were the  
result of service-related difficulties, which the Company is addressing.
Foodservice Distribution's third quarter operating earnings increased 32%
to $7.9 million compared with $6 million last year.  The increase was the
result of lower operating costs in the vending distribution business along
with higher earnings in the Company's food exporting business.  The earnings
improvement was partially offset by an earnings decline in the limited-menu
foodservice distribution business, which is experiencing temporarily higher
operating costs associated with the integration of the recently acquired
Alum Rock Foodservice business. 
 
Foodservice Distribution net sales for the nine-month period increased 27% to  
$1.26 billion compared with $991.8 million in the same period last year.  The  
increase was primarily from sales of the limited-menu distribution business of  
Leprino Foods Company acquired in August 1994.  Operating earnings before  
unusual items increased 24% to $17.3 million compared with $13.9 million a  
year ago.  In addition to the factors noted above for the third quarter,  
operating earnings benefited from the earnings of the limited-menu  
distribution business acquired from Leprino Foods Company and were negatively  
impacted by added costs in the vending distribution business associated with  
the implementation of the business information system.  After reflecting  
unusual items, fiscal 1996 operating earnings were $7.9 million compared with  
$7.7 million last year.  Fiscal 1996 unusual items of $9.4 million consisted  
of $8.9 million for the write-down of certain software costs of the vending  
distribution business information system and a $0.5 million charge for exiting  
a lease commitment.  Unusual items of $6.2 million in fiscal 1995 were for  
costs associated with the integration of the limited-menu distribution  
businesses. 
 
The Company previously disclosed that the integration of its limited-menu  
foodservice distribution businesses was expected to provide pre-tax benefits  
of up to $3 million in fiscal 1996.  However, the benefits are occurring more  
slowly than originally anticipated and will approximate $1 million in fiscal  
1996. 
 
Bakery third quarter net sales declined 5% to $126.1 million compared with  
$132.7 million a year ago. Third quarter operating earnings declined 19% to  
$8.2 million compared with $10.1 million last year.  The sales and earnings  
declines were primarily the result of lower volumes in North American frozen  
products and U.S. bakery mix products.  The Company expects that competitive  
factors will unfavorably impact Bakery operating earnings in the fourth  
quarter of fiscal 1996. 
 
Bakery net sales for the nine-month period declined 2% to $344.2 million  
compared with $350.6 million a year ago.  Operating earnings declined 8% to  
$14.5 million compared with $15.8 million a year ago.  In addition to the  
factors noted above for the third quarter, earnings benefited from improved  
margins and higher volumes in commercial bakery products in Canada. 
 
Venezuela Foods third quarter net sales declined 20% to $65.2 million compared  
with $81 million a year ago.  The decline in sales was the result of a  
significant devaluation in the free-market exchange rate during the third  
quarter, as described below.  Sales benefited from increased volumes in  
consumer and agricultural products.  Increased volumes in consumer products  
were principally from increased demand for grain-based products along with the  
impact of a corn flour business acquisition.  Higher volumes in agricultural  
products were attributable to an increase in animal feeds market share.  Third  
quarter operating earnings declined to $0.4 million compared with $6.2 million  
last year.  The substantial decline in operating earnings was a result of a  
$3.9 million charge associated with the Venezuelan government's decision in  
December 1995 to change the official exchange rate from 170 to 290 Venezuelan  
bolivars per U.S. dollar and the significant devaluation in the free-market  
exchange rate during the third quarter. The $3.9 million charge resulted from  
the Company having to settle certain U.S. dollar obligations, principally from  
raw material imports, at the new official exchange rate. 
 
Venezuela Foods net sales for the nine-month period increased 18% to $268.2  
million compared with $227.9 million a year ago.  Operating earnings increased  
19% to $15.4 million compared with $12.9 million last year.  In addition to  
the factors noted above for the third quarter, net sales and operating  
earnings improved due to a stable exchange rate which existed as a result of  
government imposed foreign exchange controls during the first half of the  
fiscal year. 
 
Effective August 31, 1995, the Company began translating certain bolivar- 
denominated balances into U.S. dollars using a free-market exchange rate.  The  
Company believes that certain of its bolivar-denominated transactions and net  
monetary balances will be settled in U.S. dollars at the free-market exchange  
rate, rather than the official exchange rate, because of continued high  
inflation and limits on the government's ability to provide for all U.S.  
dollar needs at the official rate.  The Company also believes that for certain  
transactions, such as payments for raw material imports, the Venezuelan  
government will continue to provide for the exchange of bolivars to U.S.  
dollars at the official exchange rate of 290 bolivars per U.S. dollar.  On  
November 30, 1995 the free-market exchange rate, as determined by the trading  
of certain dollar-denominated bonds, was 358 bolivars per U.S. dollar as  
compared to an August 31, 1995 rate of 228.5 bolivars per U.S. dollar. The  
Company expects that the currency devaluation will continue to have a  
significant adverse effect on its Venezuela Foods operating results in the  
fourth quarter.  The Company, however, was able to obtain government-approved  
price increases effective January 1996 for most of its products, which should  
partially offset the adverse effect of the third quarter devaluation of the  
bolivar. 
 
While it has been reported that the Venezuelan government is negotiating with  
the International Monetary Fund to obtain U.S. dollar loans, the outcome of  
such negotiations remains uncertain.  In addition, the Company is unable to  
determine the extent or timing of future devaluations or recoveries of the  
bolivar in the free market as well as any changes that the Venezuelan  
government may make to the official exchange rate. 
 
As of November 30, 1995, net monetary liabilities of the Company's Venezuelan  
operations totaled the U.S.-dollar equivalent of $9 million. 
 
Divested Businesses net sales for the nine-month period were $18.1 million  
compared with $107.3 million a year ago.  Operating earnings before unusual  
items declined to $2.5 million compared with $9.4 million in the same period  
last year.  Fiscal 1996 results consisted of the Company's surimi seafood  
business which was divested in June 1995. In addition to the surimi seafood  
business, fiscal 1995 results included the Frozen Specialty Foods and Meats  
businesses which were divested in June and May 1994, respectively.  The  
unusual item of $9.9 million in fiscal 1996 was from the gain on the  
divestiture of the surimi seafood business.  The unusual item of $32.9 million  
in fiscal 1995 was from the gain on the divestiture of the Frozen Specialty  
Foods business. 
 
Non-operating Expense and Income 
Third quarter net interest expense increased to $4 million from $3 million a  
year ago.  The increase was primarily the result of higher overall interest  
rates and lower interest income in Venezuela.  The Company also recognized  
foreign exchange losses of $2 million from Venezuelan local currency cash and  
equivalents.  For the nine-month period, net interest expense increased to  
$13.8 million from $8.1 million a year ago.  In addition to the factors noted  
above for the third quarter, the Company's interest expense had temporarily  
declined in fiscal 1995 because proceeds from the June 1994 divestiture of the  
Frozen Specialty Foods business were used to reduce debt.  Debt levels  
subsequently increased with the August 1994 acquisition of the limited-menu  
distribution business of Leprino Foods Company. 
 
Income Taxes 
The Company's effective tax rate was 25% in the third quarter of fiscal 1996  
compared with 40% last year.  The decline was the result of a lower effective  
tax rate in Venezuela.  For the nine-month periods, the effective tax rate was  
8.3% in fiscal 1996 and 23.2% in fiscal 1995.  The low tax rate in fiscal 1996  
resulted from a $5 million benefit from a tax settlement.  The fiscal 1995  
effective tax rate was impacted by the low tax rate on the Frozen Specialty  
Foods divestiture.  Exclusive of unusual items, the effective tax rates for  
the nine-month periods were 30.4% in fiscal 1996 and 40% in fiscal 1995. 
 
Financial Condition: 
 
The Company's balance sheet at November 30, 1995 reflected the impact of  
working capital changes, business acquisitions and the divestiture of the  
surimi seafood business.  The debt-to-total capitalization ratio was 46% at  
November 30, 1995 as compared to 45% at February 28, 1995. 
 
The decline in other current liabilities was primarily the result of payments  
associated with the Company's integration of businesses and reorganization of  
operations, as well as the impact of the business divestiture.  Accounts  
receivable and accounts payable declined due to the timing of cash receipts  
and payments, respectively. In addition, certain Venezuelan assets and  
liabilities declined from the impact of the significant devaluation of the  
free-market exchange rate, as described above. 
 
Fiscal 1996 business acquisitions, which included a corn flour business and  
two wheat flour mills in Venezuela and a limited-menu foodservice distribution  
business in the United States, totaled $29.9 million.  The balance sheet  
impact from acquisitions is summarized in Note 3 to the consolidated condensed  
financial statements.  In June 1995, the Company divested its surimi seafood  
business for $48 million in cash.  The net proceeds from the disposition were  
used to reduce debt obligations. 
 
In the first nine months of fiscal 1996 the Company replaced variable rate  
debt in the United States with $59 million of notes under its medium-term note  
program.  The notes mature in fiscal years 1999 to 2006 and have interest  
rates ranging from 6.39% to 7%.  As of November 30, 1995, $11 million remained  
available under the medium-term note program.  In December 1995, the Company  
filed a shelf registration statement with the Securities and Exchange  
Commission to provide for the issuance of up to $150 million in debt  
securities. 
 
On September 1, 1995, the Company redeemed all of the Company's outstanding  
shares of Cumulative Redeemable Sinking Fund First Preferred Capital Stock at  
a redemption price of $105 per share.  The Company funded the redemption,  
which was approximately $3.7 million, with borrowings. 
 

                                  PART II 
 
                            OTHER INFORMATION 
 
 
Item 6.    Exhibits and Reports on Form 8-K 
 
          (a)  Exhibits 
 
               11.  Computation of Earnings Per Share. 
 
               12.  Computation of Ratio of Earnings to Fixed 
                    Charges. 
 
               27.  Financial Data Schedule. 
 
          (b)  Reports on Form 8-K 
 
               No reports on Form 8-K were filed during the quarter 
               ended November 30, 1995. 
 
 
                            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 thereunto duly authorized.   
 
 
                               INTERNATIONAL MULTIFOODS CORPORATION 
 
 
 
 
Date:  January 11, 1996        By /s/ Duncan H. Cocroft
                                  Duncan H. Cocroft 
                                  Vice President - Finance,
                                  Chief Financial Officer 
                                  and Treasurer 
                                 (Principal Financial Officer and 
                                  Duly Authorized Officer) 
 

 
                            EXHIBIT INDEX 
 
 
 
11.   Computation of Earnings Per Share. 
 
12.   Computation of Ratio of Earnings to Fixed Charges. 
 
27.   Financial Data Schedule.