EXHIBIT 10.1 
February 3, 1997 
 
 
Mr. William L. Trubeck 
3300 Fox Street 
Long Lake, MN  55356 
 
Dear Bill: 
 
We are pleased to extend to you an offer of employment with International  
Multifoods Corporation ("Multifoods").  The offer reflects and confirms our  
recent verbal discussion in which we agreed to certain employment  
arrangements. 
 
1.  The position being offered is Senior Vice President - Finance and  
    Chief Financial Officer, International Multifoods Corporation.  In  
    this position you will report directly to Gary E. Costley, Chairman,  
    President and Chief Executive Officer. Your office will be in  
    Minneapolis, MN.  The Multifoods headquarters office is located at 33  
    South 6th Street. 
  
2.  The effective date of your employment with Multifoods will be March  
    1, 1997.  We discussed your availability for a February 13 management  
    meeting and other potential meetings during the month.  If you attend  
    the February 13th meeting, we will reimburse your actual and  
    reasonable expenses for this trip.  In lieu of a consulting fee, we  
    will fully support your commitment to a speaking engagement in South  
    Africa during the month of March and other commitments as discussed. 
 
3.  The starting salary will be $280,000 annually.  You will be eligible  
    for periodic merit increases based on performance.  Merit increases  
    for executive officers are reviewed every 15-18 months. 
 
4.  You will receive an employment bonus of $20,000 payable on or about  
    March 15, 1997.  If you should voluntarily terminate within one year  
    from date of employment, you agree to repay the $20,000. 
 
5.  A recommendation will be made to the Compensation Committee of the  
    Board of Directors of Multifoods for the following: 
  
   (a) A restricted stock grant of 1,200 shares of Multifoods stock.   
       The approximate value of this grant is $20,000.  The  
       restriction will be time only for a two-year period. 
 
   (b) A non-qualified stock option grant of 20,000 shares of Multifoods  
       Common Stock.  The grant price will be the average price of  
       Multifoods stock on your date of employment and will vest within  
       one year. 
 
   (c) A non-qualified stock option grant of 30,000 shares of Multifoods  
       Common Stock.  The option grant will fully vest in eight years;  
       however, vesting will be accelerated one third each year for three  
       years if Multifoods Net Pre-Tax Earnings exceed the prior year by  
       15%, or by 45% in aggregate for a three-year period.  The stock  
       option grant is dependent on the shareholders approving a 1997  
       stock-based incentive plan. 
 
   (d) You will be included as a participant in the Multifoods Pension  
       Equity Plan ("PEP") following one year of service.  You will be  
       recommended for participation in the Management Benefit Plan of  
       International Multifoods Corporation, restated Effective January  
       1, 1997 ("MBP").  The MBP is a "non-qualified" excess benefit plan  
       that provides retirement benefits that would have been provided  
       under the PEP if the Internal Revenue Code limits on compensation  
       (currently $160,000 per year) and benefits (currently $125,000)  
       did not apply to benefits under the PEP. 
  
       The following Supplemental Retirement Plan will be proposed to the  
       Committee: 
  
       The arrangement will provide additional retirement benefits equal  
       to what you would have received under the MBP and the PEP had your  
       service from your employment date counted one and one-half (1.5)  
       for both benefit accrual and vesting purposes. 
 
       You will also be recommended for participation in the Supplemental  
       Deferred Compensation Plan of International Multifoods  
       Corporation.  This plan provides for the "non-qualified" deferral  
       of amounts which could have been deferred under the Voluntary  
       Investment and Savings Plan of International Multifoods  
       Corporation (the "VISA Plan") if certain Internal Revenue Code  
       limits did not apply, and to provide matching credits on such non- 
       qualified deferrals. 
 
       We have given you an estimate of the benefits from both these  
       plans. 
 
   (e) A Change of Control agreement similar to that of other executives  
       of Multifoods will also be recommended to the Compensation  
       Committee.  While the agreement will contain the detail of the  
       arrangement, essentially if there is a change of control and a  
       subsequent termination, either involuntary or by "constructive  
       discharge", you will receive a payment equal to 2.5 times base  
       salary and the average of the last three (3) incentive awards or  
       the target level if there has not been any incentive payments. 
 
6.  You will be protected in the case of involuntary termination, except for  
    cause.  If involuntary termination should occur during the first year of  
    your employment March 1, 1997 - February 28, 1998 you will receive two  
    years' salary as a severance payment. Following the first year, in the  
    event of involuntary termination you will receive one  
    years' salary.  Any severance payment will require a release, including  
    an agreement not to compete with Multifoods or any of its subsidiaries  
    for a period of one year, prepared by Multifoods and signed by you. 
  
7.  Your annual incentive opportunity will be no less than 50% of base  
    salary at business plan level with a maximum incentive opportunity of  
    70%.  
 
8.  It is our intent to review the incentive plan designs for fiscal 1998  
    and fiscal 1999 which could positively effect the incentive  
    opportunities.  As we have discussed, this is related to the  
    implementation of "economic value" as a measurement and reward system  
    and may not become effective until fiscal 1999.  You will have a primary  
    role in determining the measurement system. 
  
9.  Multifoods provides a comprehensive benefit program including medical,  
    dental, life insurance, long term disability, etc.  A summary of  
    Multifoods' benefit plans, which are comprehensive, are attached for  
    your review.  The Multifoods' 401(k) program is called VISA.  There is a  
    one year employment period for eligibility.  Employees may contribute up  
    to 7% of base salary (maximum this year is $9,500) which is matched 50%  
    with Multifoods Common Stock.   
 
10. In accordance with our prior discussion, you will be entitled to four  
    weeks of vacation.  Our vacation year is from January 1 to December 31.   
    The Company will consider any need you have for additional personal  
    time. 
  
11. Also in accordance with our verbal discussion, Multifoods will pay fees  
    and dues for a club membership.  Since you are a member of the  
    Minneapolis Club, we will assume the monthly dues and fees.  All  
    expenses incurred for business use of the club will be reimbursed based  
    on Multifoods' policies.   
  
Bill, we have received the medical report from Dr. Owen at the Mayo Clinic.   
Since the exam was completed within one year of date of employment, it  
satisfies the requirement to complete an executive physical exam.   
Congratulations on your good health. 
 
We are very pleased with the prospect of having you join Multifoods.  We  
are counting on your contribution and strongly believe you will have a very  
positive impact on the Company.  We also believe that Multifoods can offer  
you a significant challenge. 
 
Will you please indicate your acceptance of this offer by signing and  
dating the original letter and returning it to me at your earliest  
convenience.   
 
Very truly yours, 
 
 
/s/ Robert F. Maddocks		 
Robert F. Maddocks 
Executive Vice President 
 
RFM:rg 
cc:	Gary E. Costley 
 
                                     Accepted by: 
 
Dated:  02/04/97                    /s/ William L. Trubeck 
                                    William L. Trubeck