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 May 27, 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

                    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.)



200 East Lake Street, Wayzata, Minnesota                 55391
(Address of principal executive offices)              (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)

      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 June 28, 2000 was 18,735,913.


                     PART I. FINANCIAL INFORMATION
                     -----------------------------

       INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES

          Consolidated Condensed Statements of Operations
                              (unaudited)
             (in thousands, except per share amounts)
<TABLE>

                                              THREE MONTHS ENDED
                                            ---------------------
                                               May 27,     May 31,
                                                 2000        1999
-----------------------------------------------------------------
<S>                                         <C>         <C>
Net sales                                   $ 610,260   $ 588,815
Cost of materials and production             (522,084)   (504,378)
Delivery and distribution                     (43,506)    (40,588)
-----------------------------------------------------------------
Gross profit                                   44,670      43,849
Selling, general and administrative           (33,512)    (33,582)
-----------------------------------------------------------------
Operating earnings                             11,158      10,267
Interest, net                                  (3,215)     (2,687)
Other income (expense), net                      (282)       (221)
-----------------------------------------------------------------
Earnings from continuing operations
   before income taxes                          7,661       7,359
Income taxes                                   (2,911)     (2,797)
-----------------------------------------------------------------
Earnings from continuing operations             4,750       4,562
Loss from discontinued operations                   -      (7,800)
-----------------------------------------------------------------
Net earnings (loss)                         $   4,750   $  (3,238)
=================================================================

Basic earnings (loss) per share:
   Continuing operations                    $     .25   $     .24
   Discontinued operations                          -        (.41)
-----------------------------------------------------------------
     Total                                  $     .25   $    (.17)
=================================================================

Diluted earnings (loss) per share:
   Continuing operations                    $     .25   $     .24
   Discontinued operations                          -        (.41)
-----------------------------------------------------------------
     Total                                  $     .25   $    (.17)
=================================================================

Average shares of common
   stock outstanding:
     Basic                                     18,736      18,756
     Diluted                                   18,759      18,847
-----------------------------------------------------------------

Dividends per share of
   common stock                             $     .20   $     .20
-----------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated condensed financial statements.

            INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES

                   Consolidated Condensed Balance Sheets
                             (in thousands)
<TABLE>

                                                               Condensed
                                                            from audited
                                                               financial
                                              (Unaudited)     statements
                                                 May 27,         Feb. 29,
                                                   2000             2000
------------------------------------------------------------------------
Assets
------
<S>                                            <C>              <C>
Current assets:
  Cash and cash equivalents                    $  7,919         $ 11,224
  Trade accounts receivable, net                121,252          122,638
  Inventories                                   164,053          171,342
  Other current assets                           50,855           48,784
------------------------------------------------------------------------
    Total current assets                        344,079          353,988
------------------------------------------------------------------------

Property, plant and equipment, net              205,936          204,924
Goodwill, net                                    84,016           84,894
Other assets                                     95,120           92,401
------------------------------------------------------------------------
Total assets                                   $729,151         $736,207
========================================================================

Liabilities and Shareholders' Equity
------------------------------------

Current liabilities:
  Notes payable                                $ 59,671         $ 41,521
  Current portion of long-term debt              16,000           20,000
  Accounts payable                              155,942          167,282
  Other current liabilities                      42,177           48,652
------------------------------------------------------------------------
    Total current liabilities                   273,790          277,455
------------------------------------------------------------------------

Long-term debt                                  146,199          147,199
Employee benefits and other liabilities          56,935           56,429
------------------------------------------------------------------------
    Total liabilities                           476,924          481,083
------------------------------------------------------------------------

Shareholders' equity:
  Common stock                                    2,184            2,184
  Accumulated other comprehensive loss          (15,907)         (12,122)
  Other shareholders' equity                    265,950          265,062
------------------------------------------------------------------------
    Total shareholders' equity                  252,227          255,124
------------------------------------------------------------------------

Commitments and contingencies
------------------------------------------------------------------------

Total liabilities and shareholders' equity     $729,151         $736,207
========================================================================

</TABLE>

See accompanying notes to consolidated condensed financial statements.


              INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES

                 Consolidated Condensed Statements of Cash Flows
                                   (unaudited)
                                 (in thousands)
<TABLE>

                                                      THREE MONTHS ENDED
                                                     --------------------
                                                       May 27,     May 31,
                                                         2000        1999
-------------------------------------------------------------------------
<S>                                                  <C>         <C>
Cash flows from operations:
  Earnings from continuing operations                $  4,750    $  4,562
  Adjustments to reconcile earnings from
    continuing operations to cash used for
    continuing operations:
      Depreciation and amortization                     6,067       5,611
      Deferred income tax expense                         792         587
      Provision for losses on receivables                 455          86
      Changes in working capital:
          Accounts receivable                             729      (5,681)
          Inventories                                   6,058       2,814
          Other current assets                         (2,598)     (5,060)
          Accounts payable                            (10,553)     (9,199)
          Other current liabilities                    (5,909)     (6,312)
      Other, net                                       (4,192)        789
-------------------------------------------------------------------------
        Cash used for continuing operations            (4,401)    (11,803)
        Cash provided by (used for) discontinued
           operations                                     (41)      2,205
-------------------------------------------------------------------------
        Cash used for operations                       (4,442)     (9,598)
-------------------------------------------------------------------------
Cash flows from investing activities:
  Capital expenditures                                 (8,739)    (10,049)
  Proceeds from property disposals                        111          68
  Discontinued operations                                   -        (866)
-------------------------------------------------------------------------
        Cash used for investing activities             (8,628)    (10,847)
-------------------------------------------------------------------------
Cash flows from financing activities:
  Net increase in notes payable                        18,526      16,220
  Net increase (decrease) in long-term debt            (5,000)      2,651
  Dividends paid                                       (3,739)     (3,752)
  Proceeds from issuance of common stock                    -          47
  Purchase of treasury stock                                -      (1,218)
  Discontinued operations                                   -      (2,926)
  Other, net                                              (17)        (14)
-------------------------------------------------------------------------
        Cash provided by financing activities           9,770      11,008
-------------------------------------------------------------------------
Decrease in cash from discontinued operations               -       1,264
-------------------------------------------------------------------------
Effect of exchange rate changes on cash
  and cash equivalents                                     (5)          -
-------------------------------------------------------------------------
Net decrease in cash and cash equivalents              (3,305)     (8,173)
Cash and cash equivalents at beginning of period       11,224      13,495
-------------------------------------------------------------------------
Cash and cash equivalents at end of period           $  7,919    $  5,322
=========================================================================

</TABLE>

See accompanying notes to consolidated condensed financial statements.


             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 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 May 27, 2000, and the
results of its operations and cash flows for the three months ended May
27, 2000 and May 31, 1999.  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 months ended May 27,
2000, are not necessarily indicative of the results to be expected for
the full year.


(2) 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.


(3) Comprehensive income (loss) - The components of total comprehensive
income (loss) were as follows:

                                     Three Months Ended
                                     ------------------
                                      May 27,    May 31,
(in thousands)                          2000       1999
-------------------------------------------------------
Net earnings (loss)                  $ 4,750    $(3,238)
Foreign currency translation
  adjustments                         (3,785)     2,116
-------------------------------------------------------
Comprehensive income (loss)          $   965    $(1,122)
=======================================================


(4) Unusual items - The following table provides the liability balance
on the Company's distribution group's consolidation plan that was
initiated in fiscal 1999.

<TABLE>

                                            Employee
                                          Termination          Lease
                                          Benefits and      Commitment
(in millions)                                Other             Costs        Total
---------------------------------------------------------------------------------
<S>                                         <C>               <C>           <C>
Liability balance as of February 29, 2000   $ 0.7             $ 1.2         $ 1.9
Cash payments                                (0.2)             (0.1)         (0.3)
---------------------------------------------------------------------------------
Liability balance as of May 27, 2000        $ 0.5             $ 1.1         $ 1.6
=================================================================================
</TABLE>

In May 2000, the Company announced plans to expand its Canadian
condiments operation in Dunnville, Ontario, and to consolidate the
condiment processing operations into that facility over the next two
years.  Beginning in early 2001, processing currently handled at a plant
in Scarborough, Ontario, will be gradually shifted to Dunnville, which
will undergo an expansion.  The Company plans to sell the Scarborough
facility, which is located in a growing metropolitan area.  Scarborough
employees will be eligible and have first priority for positions in
Dunnville as that facility expands.  The project is expected to be
completed in late fiscal 2002.  The Company expects to recognize unusual
charges for exit costs and unusual gains related to the Scarborough
facility sale in several quarters over the next 18 months.  Unusual
charges will be recognized when certain details of the plan are
determined, including the number of employees that will be separated and
the related costs.  While individual actions will result in one-time
gains or losses, the Company believes the net effect will be an overall
one-time unusual gain for the project.


(5) Interest, net

                                   Three Months Ended
                                  --------------------
                                   May 27,      May 31,
(in thousands)                       2000         1999
------------------------------------------------------
Interest expense                   $4,207       $2,875
Capitalized interest                 (231)        (124)
Non-operating interest income        (761)         (64)
------------------------------------------------------
   Interest, net                   $3,215       $2,687
======================================================

Cash payments for interest, net of amounts capitalized, were $5.3
million and $3.8 million for the three months ended May 27, 2000 and May
31, 1999, respectively.


(6) Income taxes - Cash payments for income taxes were $1.9 million and
$2.4 million for the three months ended May 27, 2000 and May 31, 1999,
respectively.


(7) Supplemental balance sheet information
<TABLE>

                                                     May 27,        Feb. 29,
(in thousands)                                         2000            2000
---------------------------------------------------------------------------
<S>                                               <C>             <C>
Trade accounts receivable, net:
  Trade                                           $ 124,455       $ 127,576
  Allowance for doubtful accounts                    (3,203)         (4,938)
---------------------------------------------------------------------------
   Total trade accounts receivable, net           $ 121,252       $ 122,638
===========================================================================

Inventories:
  Raw materials, excluding grain                  $  10,576       $  12,470
  Grain                                               3,772           2,736
  Finished and in-process goods                     145,489         152,493
  Packages and supplies                               4,216           3,643
---------------------------------------------------------------------------
   Total inventories                              $ 164,053       $ 171,342
===========================================================================

Property, plant and equipment, net:
  Land                                            $  14,882       $  14,938
  Buildings and improvements                        106,445          97,022
  Machinery and equipment                           223,765         219,978
  Transportation equipment                            1,438           1,570
  Improvements in progress                           10,913          20,921
---------------------------------------------------------------------------
                                                    357,443         354,429
  Accumulated depreciation                         (151,507)       (149,505)
---------------------------------------------------------------------------
   Total property, plant and equipment, net       $ 205,936       $ 204,924
===========================================================================

Accumulated other comprehensive loss:
  Foreign currency translation adjustment         $ (13,989)      $ (10,204)
  Minimum pension liability adjustment               (1,918)         (1,918)
---------------------------------------------------------------------------
   Total accumulated other comprehensive loss     $ (15,907)      $ (12,122)
===========================================================================
</TABLE>

(8) Segment information
<TABLE>

                                       Net        Operating      Operating
(in millions)                         Sales         Costs         Earnings
--------------------------------------------------------------------------
<S>                                  <C>            <C>              <C>
Three Months Ended May 27, 2000
  Multifoods Distribution Group      $495.9         $(490.7)         $ 5.2
  North America Foods                 114.4          (106.9)           7.5
  Corporate Expenses                      -            (1.5)          (1.5)
--------------------------------------------------------------------------
    Total                            $610.3         $(599.1)         $11.2
==========================================================================
Three Months Ended May 31, 1999
  Multifoods Distribution Group      $472.0         $(465.7)         $ 6.3
  North America Foods                 116.8          (110.5)           6.3
  Corporate Expenses                      -            (2.3)          (2.3)
--------------------------------------------------------------------------
    Total                            $588.8         $(578.5)         $10.3
==========================================================================
</TABLE>


(9) 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.






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




Results of Operations
---------------------

Overview

Earnings from continuing operations in the first quarter ended May 27,
2000, were $4.8 million, or 25 cents per share, compared with $4.6
million, or 24 cents per share, a year ago.  Current year earnings
increased because of higher operating earnings in North America Foods
and by lower administrative expenses, which benefited from reduced
pension costs.

In the first quarter ended May 31, 1999, the Company recognized a net
loss of $3.2 million.  The net loss resulted from a $7.8 million charge
to the discontinued Venezuela Foods business, which was sold last year.

Segment Results

Multifoods Distribution Group: Net sales increased 5% to $495.9 million
as a result of higher sales volumes to independent vending operators and
the addition of Better Brands, Inc., a foodservice distribution business
that was acquired in October 1999.  The increase was partially offset by
a decline in cheese prices, lower sales to pizza restaurants and the
loss of a regional foodservice account during the quarter.  Excluding
the impact of the lost account and Better Brands, overall sales volumes
increased 3% in the quarter.

Operating earnings declined 17% to $5.2 million due to higher delivery
and distribution expenses, driven in part by increased fuel costs, and
competitive pricing pressures in certain regions in vending
distribution.  Delivery and distribution costs were impacted by higher
costs associated with productivity issues resulting from facility
consolidations and information system conversion.  During the first
quarter the Company continued to make progress at reducing excess labor
and delivery costs at its distribution facilities.

North America Foods: Net sales declined 2% to $114.4 million due to
lower consumer product volumes and lower wheat costs, which affect the
Company's sales prices.  The sales decline was partially offset by
higher volumes in ready-to-bake products, frozen desserts and
foodservice condiments.

Operating earnings increased 19% to $7.5 million, compared with $6.3
million in the first quarter last year.  Operating earnings improved on
lower ingredient costs, a favorable foodservice product mix and improved
manufacturing efficiency.

In May 2000, the Company announced plans to expand its Canadian
condiments operation in Dunnville, Ontario, and to consolidate the
condiment processing operations into that facility over the next two
years.  Beginning in early 2001, processing currently handled at a plant
in Scarborough, Ontario, will be gradually shifted to Dunnville, which
will undergo an expansion.  The Company plans to sell the Scarborough
facility, which is located in a growing metropolitan area.  Scarborough
employees will be eligible and have first priority for positions in
Dunnville as that facility expands.  The project is expected to be
completed in late fiscal 2002.  The Company expects to recognize  unusual
charges for exit costs and unusual gains related to the Scarborough
facility sale in several quarters over the next 18 months.  Unusual
charges will be recognized when certain details of the plan are
determined, including the number of employees that will be separated and
the related costs.  While individual actions will result in one-time
gains or losses, the Company believes the net effect will be an overall
one-time unusual gain for the project.


Non-operating Expense and Income

Net interest expense increased to $3.2 million, from $2.7 million last
year.  The increase was the result of higher debt levels and interest
rates in the United States.  Debt levels increased primarily due to
capital expenditures and the acquisition of Better Brands.  Interest
income increased over last year as a result of a note received in August
1999 from the sale of the Venezuelan consumer and commercial foods
business.


Financial Condition
-------------------

The debt-to-total capitalization ratio increased to 47% at May 27, 2000,
compared with 45% at February 29, 2000.  The increase was primarily the
result of increased working capital requirements and capital
expenditures.

In June 2000, the Company signed an agreement to sell its headquarters
building in Minnesota for approximately $12 million.  The transaction is
expected to close in August and result in an after-tax unusual gain of
approximately $3.5 million.  Proceeds will be used to reduce debt
obligations.



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 realize the book value of its remaining Venezuelan assets;
the Company's ability to 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 reports filed with the Securities and
Exchange Commission.




                                 PART II

                            OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

          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 May 27, 2000, the Company filed a Current
Report on Form 8-K dated March 6, 2000, relating to the change of the
Company's fiscal year-end.



                               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:   June 29, 2000          By  /s/ John E. Byom
                                   John E. Byom
                                   Vice President, Finance, and
                                     Chief Financial Officer
                                   (Principal Financial Officer
                                    and Duly Authorized Officer)



                              EXHIBIT INDEX


11.  Computation of Earnings (Loss) per Common Share.

12.  Computation of Ratio of Earnings to Fixed Charges.

27.  Financial Data Schedule.