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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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(Mark One)

FORM 10-Q

|/x/ |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|--- |  | ---------------------------------------------------------------------------------------

For the quarterly period ended November 25, 2000

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

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INTERNATIONAL MULTIFOODS CORPORATION(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction
of incorporation or organization)                      |  | 41-0871880(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|                                                                                            |  |                                               
|110 Cheshire Lane, Suite 300,
Minnetonka, Minnesota(Address of principal executive offices) |  | 55305-1060(Zip Code)                          

(952) 594-3300(Registrant's telephone number, including area code)

(not applicable)(Former name, former address and former fiscal year, if changed since last report)

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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 19, 2000 was 18,737,382.

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PART I. FINANCIAL INFORMATION    INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES    Consolidated Condensed Statements of Operations    (unaudited)  (in thousands, except per share
amounts)

|                                                        |                         | Three Months Ended |          | Nine Months Ended |    
|------------------------------------------------------- | ----------------------- | ------------------ | -------- | ----------------- | ---
|
|Net sales                                               |                         | $                  | 649,760  |                   | $  
|Cost of materials and production                        |                         |                    | (550,313 | )                 |    
|Delivery and distribution                               |                         |                    | (46,836  | )                 |    
|                                                        |                         |                    |          |                   |    
|Gross profit                                            |                         |                    | 52,611   |                   |    
|Selling, general and administrative                     |                         |                    | (33,380  | )                 |    
|Unusual items                                           |                         |                    | (1,511   | )                 |    
|                                                        |                         |                    |          |                   |    
|Operating earnings                                      |                         |                    | 17,720   |                   |    
|Interest, net                                           |                         |                    | (3,664   | )                 |    
|Other income (expense), net                             |                         |                    | (342     | )                 |    
|                                                        |                         |                    |          |                   |    
|Earnings from continuing operations before income taxes |                         |                    | 13,714   |                   |    
|Income taxes                                            |                         |                    | (5,211   | )                 |    
|                                                        |                         |                    |          |                   |    
|Earnings from continuing operations                     |                         |                    | 8,503    |                   |    
|Loss from discontinued operations                       |                         |                    |         |                   |    
|                                                        |                         |                    |          |                   |    
|Net earnings (loss)                                     |                         | $                  | 8,503    |                   | $  
|                                                        |                         |                    |          |                   |    
|Basic earnings (loss) per share:                        |                         |                    |          |                   |    
|                                                        | Continuing operations   |                    | $        | .45               |    
|                                                        | Discontinued operations |                    |          |                  |    
|                                                        |                         |                    |          |                   |    
|                                                        |                         | Total              |          | $                 | .45
|                                                        |                         |                    |          |                   |    
|Diluted earnings (loss) per share:                      |                         |                    |          |                   |    
|                                                        | Continuing operations   |                    | $        | .45               |    
|                                                        | Discontinued operations |                    |          |                  |    
|                                                        |                         |                    |          |                   |    
|                                                        |                         | Total              |          | $                 | .45
|                                                        |                         |                    |          |                   |    
|Average shares of common stock outstanding:             |                         |                    |          |                   |    
|                                                        | Basic                   |                    |          | 18,740            |    
|                                                        | Diluted                 |                    |          | 18,883            |    
|                                                        |                         |                    |          |                   |    
|Dividends per share of common stock                     |                         | $                  | .20      |                   | $  
|                                                        |                         |                    |          |                   |    

See
accompanying notes to consolidated condensed financial statements.

2

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INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES        Consolidated Condensed Balance Sheets        (in thousands)

|                                           |                                      | (Unaudited)
Nov. 25,
2000  |         | Condensed
from audited
financial statements
Feb. 29,
2000 |        
|------------------------------------------ | ------------------------------------ | -------------------------- | ------- | --------------------------------------------------------- | -------
|ASSETS                                     |                                     
|Current assets:                            |                                      |                            |         |                                                           |        
|                                           | Cash and cash equivalents            |                            | $       | 9,719                                                     |        
|                                           | Trade accounts receivable, net       |                            |         | 132,320                                                   |        
|                                           | Inventories                          |                            |         | 190,867                                                   |        
|                                           | Other current assets                 |                            |         | 54,774                                                    |        
|                                           |                                      |                            |         |                                                           |        
|                                           |                                      | Total current assets       |         |                                                           | 387,680
|                                           |                                      |                            |         |                                                           |        
|Property, plant and equipment, net         |                                      |                            | 201,703 |                                                           |        
|Goodwill, net                              |                                      |                            | 82,574  |                                                           |        
|Other assets                               |                                      |                            | 93,362  |                                                           |        
|                                           |                                      |                            |         |                                                           |        
|Total assets                               |                                      | $                          | 765,319 |                                                           | $      
|                                           |                                      |                            |         |                                                           |        
|LIABILITIES AND SHAREHOLDERS' EQUITY       |                                     
|Current liabilities:                       |                                      |                            |         |                                                           |        
|                                           | Notes payable                        |                            | $       | 80,260                                                    |        
|                                           | Current portion of long-term debt    |                            |         | 1,000                                                     |        
|                                           | Accounts payable                     |                            |         | 176,594                                                   |        
|                                           | Other current liabilities            |                            |         | 43,332                                                    |        
|                                           |                                      |                            |         |                                                           |        
|                                           |                                      | Total current liabilities  |         |                                                           | 301,186
|                                           |                                      |                            |         |                                                           |        
|Long-term debt                             |                                      |                            | 145,450 |                                                           |        
|Employee benefits and other liabilities    |                                      |                            | 61,283  |                                                           |        
|                                           |                                      |                            |         |                                                           |        
|                                           |                                      | Total liabilities          |         |                                                           | 507,919
|                                           |                                      |                            |         |                                                           |        
|Shareholders' equity:                      |                                      |                            |         |                                                           |        
|                                           | Common stock                         |                            |         | 2,184                                                     |        
|                                           | Accumulated other comprehensive loss |                            |         | (17,164                                                   | )      
|                                           | Other shareholders' equity           |                            |         | 272,380                                                   |        
|                                           |                                      |                            |         |                                                           |        
|                                           |                                      | Total shareholders' equity |         |                                                           | 257,400
|                                           |                                      |                            |         |                                                           |        
|Commitments and contingencies              |                                      |                            |         |                                                           |        
|                                           |                                      |                            |         |                                                           |        
|Total liabilities and shareholders' equity |                                      | $                          | 765,319 |                                                           | $      
|                                           |                                      |                            |         |                                                           |        

See
accompanying notes to consolidated condensed financial statements.

3

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INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES        Consolidated Condensed Statements of Cash Flows        (unaudited)  (in thousands)

|                                                             |                                                                                                      | Nine Months Ended                   |                          
|------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------- | ----------------------------------- | -------------------------
|
|Cash flows from operations:                                  |                                                                                                      |                                     |                          
|                                                             | Earnings from continuing operations                                                                  |                                     | $                        
|                                                             | Adjustments to reconcile earnings from continuing operations to cash used for continuing operations: |                                     |                          
|                                                             |                                                                                                      | Depreciation and amortization       |                          
|                                                             |                                                                                                      | Deferred income tax expense         |                          
|                                                             |                                                                                                      | Unusual items                       |                          
|                                                             |                                                                                                      | Provision for losses on receivables |                          
|                                                             |                                                                                                      | Increase in pension assets          |                          
|                                                             |                                                                                                      | Changes in working capital:         |                          
|                                                             |                                                                                                      |                                     | Accounts receivable      
|                                                             |                                                                                                      |                                     | Inventories              
|                                                             |                                                                                                      |                                     | Other current assets     
|                                                             |                                                                                                      |                                     | Accounts payable         
|                                                             |                                                                                                      |                                     | Other current liabilities
|                                                             |                                                                                                      | Other, net                          |                          
|                                                             |                                                                                                      |                                     |                          
|                                                             |                                                                                                      |                                     |                          
|                                                             |                                                                                                      |                                     |                          
|                                                             |                                                                                                      |                                     |                          
|                                                             |                                                                                                      |                                     |                          
|                                                             |                                                                                                      |                                     |                          
|Cash flows from investing activities:                        |                                                                                                      |                                     |                          
|                                                             | Capital expenditures                                                                                 |                                     |                          
|                                                             | Acquisition of business, net of cash                                                                 |                                     |                          
|                                                             | Sale (purchase) of Venezuela operations assets                                                       |                                     |                          
|                                                             | Proceeds from property disposals                                                                     |                                     |                          
|                                                             | Payment received on note receivable                                                                  |                                     |                          
|                                                             | Discontinued operations                                                                              |                                     |                          
|                                                             |                                                                                                      |                                     |                          
|                                                             |                                                                                                      |                                     |                          
|                                                             |                                                                                                      |                                     |                          
|Cash flows from financing activities:                        |                                                                                                      |                                     |                          
|                                                             | Net increase in notes payable                                                                        |                                     |                          
|                                                             | Net increase (decrease) in long-term debt                                                            |                                     |                          
|                                                             | Dividends paid                                                                                       |                                     |                          
|                                                             | Proceeds from issuance of common stock                                                               |                                     |                          
|                                                             | Purchase of treasury stock                                                                           |                                     |                          
|                                                             | Discontinued operations                                                                              |                                     |                          
|                                                             | Other, net                                                                                           |                                     |                          
|                                                             |                                                                                                      |                                     |                          
|                                                             |                                                                                                      |                                     |                          
|                                                             |                                                                                                      |                                     |                          
|Increase in cash from discontinued operations                |                                                                                                      |                                     |                         
|                                                             |                                                                                                      |                                     |                          
|Effect of exchange rate changes on cash and cash equivalents |                                                                                                      |                                     | (9                       
|                                                             |                                                                                                      |                                     |                          
|Net decrease in cash and cash equivalents                    |                                                                                                      |                                     | (1,505                   
|Cash and cash equivalents at beginning of period             |                                                                                                      |                                     | 11,224                   
|                                                             |                                                                                                      |                                     |                          
|Cash and cash equivalents at end of period                   |                                                                                                      | $                                   | 9,719                    
|                                                             |                                                                                                      |                                     |                          

See
accompanying notes to consolidated condensed financial statements.

4

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INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES        Notes to Consolidated Condensed Financial Statements        (unaudited)

(1)In the Company's opinion, the accompanying unaudited consolidated condensed financial statements contained in this
report reflect 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, results of its operations and cash flows for the interim periods presented. 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 29, 2000. The results of operations for the three and nine months ended November 25, 2000, are
not necessarily indicative of the results to be expected for the full year.

(2) Accounting pronouncementIn June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative Instruments and Hedging Activities." SFAS 133 requires that companies record derivative
instruments on the consolidated balance sheet at their fair value. Changes in fair value will be recorded each period in earnings or other comprehensive income, depending on whether a derivative is
designated as part of a
hedge transaction and, if it is, the type of hedge transaction. Gains and losses on derivative instruments reported in other comprehensive income will be reclassified as earnings in the period in
which earnings are affected by the hedged item. The Company will adopt SFAS 133 effective March 2001.

In
June 2000, the FASB issued SFAS 138, which amended certain guidance within SFAS 133. The impact of SFAS 133, as amended by SFAS 138, on the
Company's financial statements is dependent upon a variety of factors, including market conditions and the outstanding derivative position at the adoption date. Based on current market conditions, the
Company believes that the standard will not have a material impact on its financial results.

(3) Discontinued operationsThe Venezuela Foods business is classified as discontinued operations in the
consolidated condensed financial statements. As previously disclosed in the Company's Annual Report on Form 10-K for the year ended February 29, 2000, the Company completed
the sale of its Venezuelan business in August 1999.

(4) Comprehensive incomeThe components of total comprehensive income were as follows:

|                                         |  | Three Months Ended |        | Nine Months Ended |  
|---------------------------------------- |  | ------------------ | ------ | ----------------- | -
|
|Net earnings (loss)                      |  | $                  | 8,503  |                   | $
|Foreign currency translation adjustments |  |                    | (2,867 | )                 |  
|                                         |  |                    |        |                   |  
|Comprehensive income                     |  | $                  | 5,636  |                   | $
|                                         |  |                    |        |                   |  

5

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(5) Unusual itemsFor the nine months ended November 25, 2000, the Company recognized a
pre-tax unusual gain of $3.8 million as follows:

|(in millions)                                           |  | Gain on
Sale of Building |     | Employee
Termination
and Other
Exit Costs |   | Lease
Commitment
Costs |   | Total |     
|------------------------------------------------------- |  | ------------------------ | --- | ----------------------------------------- | - | ---------------------- | - | ----- | ----
|Condiments facility consolidation                       |  | $                        |    |                                           | $ | (1.5                   | ) | $     |    
|Sale of headquarters building                           |  |                          | 5.8 |                                           |   | (0.2                   | ) |       |    
|Reversal of charges                                     |  |                          |    |                                           |   | 0.2                    |   |       | 0.9 
|Severance and costs for closure of distribution centers |  |                          |    |                                           |   | (1.1                   | ) |       | (0.3
|                                                        |  |                          |     |                                           |   |                        |   |       |     
|Total unusual gain                                      |  | $                        | 5.8 |                                           | $ | (2.6                   | ) | $     | 0.6 
|                                                        |  |                          |     |                                           |   |                        |   |       |     

As
previously disclosed, the Company is in the process of expanding its Canadian condiments operation in Dunnville, Ontario, and consolidating the condiment processing operations into
that facility over the next two years. The project includes closing a facility in Scarborough, Ontario in fiscal 2002. The Company expects to realize an unusual gain from the sale of this facility. In
the third quarter of fiscal 2001, the Company recorded a pre-tax unusual charge of $1.5 million for severance and related benefit costs for 170 full time and seasonal employees.
Certain expenses related to the project, including employee and equipment relocation costs, were not included in the unusual charge. These expenses, which were recognized when incurred, totaled
$0.3 million during the third quarter and were included in general and administrative expenses.

In
the second quarter of fiscal 2001, the Company recognized a pre-tax unusual gain of $5.3 million as follows:



6

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The
liability associated with unusual items as of November 25, 2000, was as follows:

|(in millions)                             |  | Employee
Termination
and Other
Exit Costs |      | Lease
Commitment
Costs |   | Total |  
|----------------------------------------- |  | ----------------------------------------- | ---- | ---------------------- | - | ----- | -
|Liability balance as of February 29, 2000 |  | $                                         | 0.7  |                        | $ | 1.2   |  
|Addition to liability                     |  |                                           | 2.8  |                        |   | 0.3   |  
|Cash payments                             |  |                                           | (1.0 | )                      |   | (0.6  | )
|Reversal of charges                       |  |                                           | (0.2 | )                      |   | (0.9  | )
|                                          |  |                                           |      |                        |   |       |  
|Liability balance as of November 25, 2000 |  | $                                         | 2.3  |                        | $ |      |  
|                                          |  |                                           |      |                        |   |       |  

(6) Interest, net

|                              |  | Three Months Ended |       | Nine Months Ended |  
|----------------------------- |  | ------------------ | ----- | ----------------- | -
|
|Interest expense              |  | $                  | 4,552 |                   | $
|Capitalized interest          |  |                    | (97   | )                 |  
|Non-operating interest income |  |                    | (791  | )                 |  
|                              |  |                    |       |                   |  
|Interest, net                 |  | $                  | 3,664 |                   | $
|                              |  |                    |       |                   |  

Cash
payments for interest, net of amounts capitalized, were $15.2 million and $10.2 million for the nine months ended November 25, 2000 and November 30,
1999, respectively.

(7) Income taxesCash payments for income taxes were $6.5 million and $7.4 million for the
nine months ended November 25, 2000 and November 30, 1999, respectively.

In
the second quarter ended August 26, 2000, the Company recognized income tax expense of $3.1 million associated with a dividend from its Canadian subsidiary.

7

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(8) Supplemental balance sheet information

(in thousands)

Nov. 25,
2000

Feb. 29,
2000Trade accounts receivable, net:Trade

$
136,018

$
127,576Allowance for doubtful accounts


(3,698
)

(4,938
)Total trade accounts receivable, net

$
132,320

$
122,638Inventories:Raw materials, excluding grain

$
14,212

$
12,470Grain


3,081


2,736Finished and in-process goods


169,261


152,493Packages and supplies


4,313


3,643Total inventories

$
190,867

$
171,342Property, plant and equipment, net:Land

$
13,077

$
14,938Buildings and improvements


103,886


97,022Machinery and equipment


227,675


219,978Transportation equipment


1,393


1,570Improvements in progress


12,943


20,921358,974


354,429Accumulated depreciation


(157,271
)

(149,505
)Total property, plant and equipment, net

$
201,703

$
204,924Accumulated other comprehensive loss:Foreign currency translation adjustment

$
(15,246
)
$
(10,204
)Minimum pension liability adjustment


(1,918
)

(1,918
)Total accumulated other comprehensive loss

$
(17,164
)
$
(12,122
)


8

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(9) Segment information

|(in millions)                    |                               | Net
Sales |         | Operating
Costs |   | Unusual
Items |          | Operating
Earnings |     
|-------------------------------- | ----------------------------- | --------- | ------- | --------------- | - | ------------- | -------- | ------------------ | ----
|Three Months Ended Nov. 25, 2000 |                               |           |         |                 |   |               |          |                    |     
|                                 | Multifoods Distribution Group |           | $       | 518.7           |   | $             | (512.7   | )                  | $   
|                                 | North America Foods           |           |         | 131.1           |   |               | (116.7   | )                  |     
|                                 | Corporate Expenses            |           |         |                |   |               | (1.2     | )                  |     
|                                 |                               |           |         |                 |   |               |          |                    |     
|Total                            |                               | $         | 649.8   |                 | $ | (630.6        | )        | $                  | (1.5
|                                 |                               |           |         |                 |   |               |          |                    |     
|Three Months Ended Nov. 30, 1999 |                               |           |         |                 |   |               |          |                    |     
|                                 | Multifoods Distribution Group |           | $       | 496.2           |   | $             | (492.0   | )                  | $   
|                                 | North America Foods           |           |         | 136.0           |   |               | (122.1   | )                  |     
|                                 | Corporate Expenses            |           |         |                |   |               | (1.9     | )                  |     
|                                 |                               |           |         |                 |   |               |          |                    |     
|Total                            |                               | $         | 632.2   |                 | $ | (616.0        | )        | $                  | 0.5 
|                                 |                               |           |         |                 |   |               |          |                    |     
|Nine Months Ended Nov. 25, 2000  |                               |           |         |                 |   |               |          |                    |     
|                                 | Multifoods Distribution Group |           | $       | 1,483.4         |   | $             | (1,468.4 | )                  | $   
|                                 | North America Foods           |           |         | 362.0           |   |               | (331.0   | )                  |     
|                                 | Corporate Expenses            |           |         |                |   |               | (3.9     | )                  |     
|                                 |                               |           |         |                 |   |               |          |                    |     
|Total                            |                               | $         | 1,845.4 |                 | $ | (1,803.3      | )        | $                  | 3.8 
|                                 |                               |           |         |                 |   |               |          |                    |     
|Nine Months Ended Nov. 30, 1999  |                               |           |         |                 |   |               |          |                    |     
|                                 | Multifoods Distribution Group |           | $       | 1,420.7         |   | $             | (1,405.4 | )                  | $   
|                                 | North America Foods           |           |         | 369.0           |   |               | (340.8   | )                  |     
|                                 | Corporate Expenses            |           |         |                |   |               | (6.1     | )                  |     
|                                 |                               |           |         |                 |   |               |          |                    |     
|Total                            |                               | $         | 1,789.7 |                 | $ | (1,752.3      | )        | $                  | 0.5 
|                                 |                               |           |         |                 |   |               |          |                    |     

(10) Contingencies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 ship had been chartered by a major customer of the Company's former food-exporting business. 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 recognize a material charge to
its results of operations.

9

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INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES    Management's Discussion and Analysis of Results of  Operations and Financial Condition    (Unaudited)

Results of Operations

Overview

Net earnings in the third quarter ended November 25, 2000, were $8.5 million, or 45 cents per share, compared with $8.1 million, or 43
cents per share, a year ago. The increase in net earnings resulted from higher operating earnings at both Multifoods Distribution Group and North America Foods. Operating earnings increased because of
sales growth, improved gross profit margins and lower administrative expenses, which included a benefit from a reduction in pension costs. The earnings improvement was partially offset by higher
interest expense and an unusual charge of $1.5 million, or 5 cents per share, associated with the Company's plan to consolidate its condiments processing operations in Canada.

For
the nine months ended November 25, 2000, earnings from continuing operations were $18.5 million, or 98 cents per diluted share, compared with $17.8 million,
or 94 cents per diluted share, a year ago. Higher operating earnings at North America Foods and lower pension costs contributed to the improvement. Earnings, however, were impacted by higher interest
expense, unusual items and tax expense associated with a dividend from a Canadian subsidiary. Further discussion of unusual items and tax expense follows in the discussion below and in Notes 5 and 7
to the consolidated condensed financial statements.

Segment Results

Multifoods Distribution Group: Net sales in the third quarter increased 5% to $518.7 million as a result of higher sales volumes to national and
regional vending operators and the addition of Better Brands, Inc., a foodservice distribution business that was acquired in October 1999. Net sales also increased to independent vending
operators and pizza restaurants. The increase was partially offset by the impact of a decline in cheese prices and the loss of a regional foodservice account during the first quarter. Excluding the
impact of the lost account and Better Brands, overall sales volumes increased 5% for the quarter.

Operating
earnings before unusual items increased 43% to $6 million due to the higher sales volumes and an increase in the gross profit margin. The margin increase resulted
from ongoing efforts to reduce delivery and distribution expenses and improved margins on sales of cheese. In last year's third quarter, the gross profit margin on cheese sales was adversely affected
by a rapid decline in market prices. The earnings improvement, however, was partially offset by increased fuel costs and higher hourly wage rates in certain regions.

10

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Net sales for the nine-month period increased 4% to $1.48 billion. Operating earnings before unusual items declined 2% to $15 million. In addition to the
factors described above for the third quarter, operating earnings during the first half of the fiscal year were impacted by higher delivery and distribution expenses. These higher expenses resulted
from productivity issues due to facility consolidations and an information systems conversion that took place last year. These actions increased employee turnover at the consolidated facilities and
caused inefficiencies as employees adjusted to new warehouse layouts and a new information system. During the current fiscal year, the Company has steadily reduced the excess labor and delivery costs
that resulted from these productivity issues.

In
the current year, the Company recognized a net charge of $0.3 million from unusual items. The charge included $1.4 million for severance and lease commitment costs
associated with the closure of two distribution facilities and departure of the group's President. In addition, the Company reversed a liability of $1.1 million primarily for lease commitment
costs for the closure of a distribution center in California that is no longer planned.

North
America Foods: Net sales in the third quarter were $131.1 million, down 4% from a year ago. Despite strong sales of flour and mixes to commercial customers in Canada,
sales declined due to
unfavorable currency translation as well as lower sales of consumer flour. Sales of consumer flour were impacted by competitive pricing pressures in Western Canada. In the United States, sales were
down as comparisons were impacted by a 10% volume growth in the third quarter last year.

Operating
earnings before unusual items increased 4% to $14.4 million, up from $13.9 million in the third quarter last year. Operating earnings improved on lower
ingredient costs, a favorable foodservice product mix and improved manufacturing efficiency. Increased operating leverage from higher commercial volumes along with benefits gained from recent capital
projects at manufacturing facilities contributed to improvements in manufacturing efficiency. The earnings improvement, however, was partially offset by higher delivery expenses. The higher expenses
were driven by increased fuel costs and a change in product mix.

Net
sales for the nine-month period declined 2% to $362 million. Operating earnings before unusual items increased 10% to $31 million, compared with
$28.2 million last year. Net sales and operating earnings were affected by the same factors described in the third quarter.

As
previously disclosed, the Company is in the process of expanding its Canadian condiments operation in Dunnville, Ontario, and consolidating the condiment processing operations into
that facility over the next two years. The project includes closing a facility in Scarborough, Ontario in fiscal 2002. The Company expects to realize an unusual gain from the sale of this facility. In
the third quarter of fiscal 2001, the Company recorded a pre-tax unusual charge of $1.5 million for severance and related benefit costs for 170 full time and seasonal employees.
Certain expenses related to the project, including employee and equipment relocation costs, were not included in the unusual charge. These expenses, which were recognized when incurred, totaled
$0.3 million during the third quarter and were included in general and administrative expenses.

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Corporate: In the second quarter, the Company recognized an unusual gain of $5.8 million from the sale of its corporate headquarters building in Minnesota. The Company also
recognized severance costs of $0.2 million for corporate staff reductions that were associated with the sale.

Non-operating Expense and Income

Third quarter net interest expense increased to $3.7 million, compared with $2.7 million a year ago. The increase was the result of higher
interest rates and debt levels. Debt levels increased because of capital expenditures and the acquisition of Better Brands.

Income Taxes

In the second quarter, the Company recognized income tax expense of $3.1 million associated with a dividend from its Canadian subsidiary. The Company's
effective tax rate before the impact of the Canadian dividend and unusual items was 38% for the nine months ended November 25, 2000, which was even with the same period a year ago.

Financial Condition

The debt-to-total capitalization ratio increased to 47% at November 25, 2000, compared with 45% at February 29, 2000. The
increase was primarily the result of a seasonal increase in working capital and capital expenditures.

Cash
flows provided by discontinued operations of $1.3 million primarily resulted from the favorable settlement of an insurance claim associated with the Venezuela Foods
business.

Cash
flows from investing activities in fiscal 2001 included $12 million received from the sale of the corporate headquarters building and $7.4 million received from the
sale of certain Venezuelan assets. The assets consisted of properties that were not included in the August 1999 sale of the Venezuela Foods business. Proceeds from these dispositions were used
to reduce debt obligations.

On
October 24, 2000, the Company entered into a $180 million U.S. revolving credit agreement with a group of commercial banks that expires on October 21, 2005. In
conjunction with the new U.S. credit facility, the Company terminated its existing $200 million U.S. revolving credit agreement. In addition, on November 17, 2000, the Company entered
into a $75 million 364-day revolving credit agreement in Canada. The new agreement replaced an existing $73 million revolving credit agreement. The 364-day
revolving credit agreement can be extended for additional 364-day terms, or if not renewed, can be converted into a two-year term loan.

The
interest rates on borrowings under the above agreements are variable and based on current market factors and the credit rating of the Company. The credit agreements contain
covenants pertaining to the maintenance of a fixed charge coverage ratio and an indebtedness to capitalization ratio. Borrowings under these facilities may be used for general corporate purposes. In
addition, the credit agreements can also be used to support commercial paper issued by the Company. On October 26, 2000, the Company entered into a commercial paper dealer agreement providing
for the issuance and sale by the Company of up to $100 million of short-term commercial paper notes.

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Cautionary Statement Relevant to Forward-Looking Information

This document 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 or weather conditions that may affect the costs of grain, cheese, other raw materials and fuel;
changes in laws and regulations; fluctuations in interest rates; the Company's ability to increase the distribution group's sales and reduce delivery and distribution costs, and realize the earnings
benefits related to the distribution group's consolidation and expansion plans; the inability of the Company to collect on a $6 million insurance claim related to the theft of product in 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 report on
Form 10-K for the year ended February 29, 2000, and other reports filed with the Securities and Exchange Commission.

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PART II    OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)
Exhibits4.1

Credit Agreement dated as of October 24, 2000 among International Multifoods Corporation, various financial institutions, SunTrust Bank, as Syndication Agent, U.S. Bank National Association, as Documentation Agent, and Bank of America, N.A., as
Administrative Agent and Letter of Credit Issuing Lender.4.2

Amended and Restated Credit Agreement dated as of November 17, 2000 among Robin Hood Multifoods Inc., various financial institutions and Canadian Imperial Bank of Commerce, as Agent.11.

Computation of Earnings (Loss) Per Common Share.12.

Computation of Ratio of Earnings to Fixed Charges.27.

Financial Data Schedule.(b)
Reports on Form 8-K


During
the quarter ended November 25, 2000, the Company filed a Current Report on Form 8-K dated September 15, 2000, relating to the Company's
declaration of a dividend of preferred share purchase rights.

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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
thereunto duly authorized.

|                        |  | INTERNATIONAL MULTIFOODS CORPORATION
|----------------------- |  | ------------------------------------
|                        |  |                                     
|Date: December 20, 2000 |  | By                                  

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EXHIBIT INDEX

|4.1 |  | Credit Agreement dated as of October 24, 2000 among International Multifoods Corporation, various financial institutions, SunTrust Bank, as Syndication Agent, U.S. Bank National Association, as Documentation Agent, and Bank of America, N.A., as
Administrative Agent and Letter of Credit Issuing Lender.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.2 |  | Amended and Restated Credit Agreement dated as of November 17, 2000 among Robin Hood Multifoods Inc., various financial institutions and Canadian Imperial Bank of Commerce, as Agent.                                                                                                                        
|11. |  | Computation of Earnings (Loss) Per Common Share.                                                                                                                                                                                                                                                              
|12. |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                            
|27. |  | Financial Data Schedule.                                                                                                                                                                                                                                                                                      

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