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 August 31, 1997    
    
                                    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  
incorporation or organization)     (I.R.S. Employer Identification No.)  
    
    
    
     33 South 6th Street, Minneapolis, Minnesota           55402    
     (Address of principal executive offices)            (Zip Code)  
    
    
                                 (612) 340-3300    
             (Registrant's telephone number, including area code)  
    
    
                                (not applicable)    
              (Former name, former address and former fiscal year,  
                        if changed since last report)    
    
      Indicate by check mark whether the registrant (1) has filed all  
reports  required to be filed by Section 13 or 15(d) of the Securities   
Exchange Act of 1934 during the preceding 12 months (or for such shorter   
period that the registrant was required to file such reports), and (2)   
has been subject to such filing requirements for the past 90 days.    
      Yes X      No____    
    
      The number of shares outstanding of the registrant's Common Stock,   
par value $.10 per share, as of September 30, 1997 was 18,461,144.    
  


                           PART I. FINANCIAL INFORMATION  
  
                INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES  
  
                   Consolidated Condensed Statements of Earnings  
                                  (unaudited)  
                       (in thousands, except per share amounts)  
  
   
                       THREE MONTHS ENDED          SIX MONTHS ENDED  
                     ---------------------    ------------------------  
                      Aug. 31,     Aug. 31,      Aug. 31,      Aug. 31,  
                         1997         1996          1997          1996  
----------------------------------------------------------------------  
Net sales            $629,213     $634,499    $1,296,399    $1,260,572  
Cost of sales        (540,723)    (539,729)   (1,114,410)   (1,076,487)  
----------------------------------------------------------------------  
Gross profit           88,490       94,770       181,989       184,085  
Delivery and  
  distribution        (40,101)     (41,573)      (80,758)      (82,004)  
Selling, general  
  and administrative  (39,134)     (42,836)      (84,449)      (85,134)  
Unusual items               -            -             -        (3,600)  
----------------------------------------------------------------------  
Operating earnings      9,255       10,361        16,782        13,347  
Interest, net          (3,049)      (4,440)       (7,533)       (8,730)  
Other income   
  (expense), net          278         (214)           92             8  
----------------------------------------------------------------------  
Earnings before   
  income taxes          6,484        5,707         9,341         4,625  
Income taxes           (1,945)      (1,712)       (2,802)       (1,063)  
----------------------------------------------------------------------  
Net earnings         $  4,539     $  3,995    $    6,539    $    3,562  
======================================================================  
Net earnings per share  
  of common stock    $    .25     $    .22    $      .36    $      .20  
======================================================================  
Average shares   
  of common stock   
  outstanding          18,234       17,983        18,125        17,981  
======================================================================  
Dividends per   
  share of common  
  stock              $    .20     $    .20    $      .40    $      .40  
======================================================================  
  
See accompanying notes to consolidated condensed financial statements.  
  
 
  
  
            INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES  
                    Consolidated Condensed Balance Sheets  
                                 (in thousands)  
                                                             Condensed  
                                                            from audited  
                                                              financial  
                                              (Unaudited)     statements  
                                               Aug. 31,        Feb. 28,  
                                                  1997           1997  
------------------------------------------------------------------------  
Assets  
  
Current assets:  
  Cash and cash equivalents                    $  5,568        $  8,753  
  Trade accounts receivable, net                159,020         207,459  
  Inventories                                   269,622         283,948  
  Other current assets                           64,620          63,096  
-----------------------------------------------------------------------  
    Total current assets                        498,830         563,256  
-----------------------------------------------------------------------  
  
Property, plant and equipment, net              219,239         225,357  
Goodwill, net                                    86,311          87,641  
Other assets                                     38,602          39,034  
-----------------------------------------------------------------------  
Total assets                                   $842,982        $915,288  
=======================================================================  
  
Liabilities and Shareholders' Equity  
  
Current liabilities:  
  Notes payable                                $ 18,724        $ 88,201  
  Current portion of long-term debt              30,064           6,790  
  Accounts payable                              204,231         206,966  
  Other current liabilities                      63,678          70,037  
-----------------------------------------------------------------------  
    Total current liabilities                   316,697         371,994  
-----------------------------------------------------------------------  
Long-term debt                                  178,769         202,328  
Employee benefits and other liabilities          52,268          51,388  
-----------------------------------------------------------------------  
    Total liabilities                           547,734         625,710  
-----------------------------------------------------------------------  
Shareholders' equity:  
  Common stock                                    2,184           2,184  
  Other shareholders' equity                    293,064         287,394  
-----------------------------------------------------------------------  
    Total shareholders' equity                  295,248         289,578  
-----------------------------------------------------------------------  
Commitments and contingencies  
-----------------------------------------------------------------------  
Total liabilities and shareholders' equity     $842,982        $915,288  
=======================================================================  

See accompanying notes to consolidated condensed financial statements.  


           INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES  
  
             Consolidated Condensed Statements of Cash Flows   
                               (unaudited)  
                              (in thousands)  
  
                                                   SIX MONTHS ENDED    
                                                ---------------------  
                                                Aug. 31,      Aug. 31,  
                                                   1997          1996  
---------------------------------------------------------------------  
Cash flows from operations:  
  Net earnings                                   $ 6,539       $ 3,562  
  Adjustments to reconcile net earnings  
    to cash provided by operations:  
      Depreciation and amortization               15,283        14,970  
      Deferred income tax expense (benefit)          968          (614)  
      Provision for losses on receivables            183         2,376  
      Provision for unusual charges                    -         3,600  
      Changes in operating assets and liabilities:  
          Accounts receivable                     47,131         4,879  
          Inventories                             13,703       (25,816)  
          Other current assets                    (1,913)        1,072   
          Accounts payable                        (1,865)       15,798  
          Other current liabilities               (6,099)       (7,062)  
      Other, net                                    (604)        1,239  
----------------------------------------------------------------------  
             Cash provided by operations          73,326        14,004  
----------------------------------------------------------------------  
Cash flows from investing activities:  
  Capital expenditures                            (8,834)      (13,490)  
  Proceeds from property disposals                 1,304           257  
----------------------------------------------------------------------  
             Cash used for investing activities   (7,530)      (13,233)  
----------------------------------------------------------------------  
Cash flows from financing activities:   
  Net increase (decrease) in notes payable       (68,739)       13,852  
  Net increase (decrease) in long-term debt          145        (9,500)  
  Dividends paid                                  (7,263)       (7,313)  
  Proceeds from issuance of common stock           7,748            14  
  Purchase of treasury stock                        (799)          (16)  
  Other, net                                         (15)         (164)  
----------------------------------------------------------------------  
             Cash used for financing activities  (68,923)       (3,127)  
----------------------------------------------------------------------  
Effect of exchange rate changes on cash  
  and cash equivalents                               (58)          163  
---------------------------------------------------------------------  
Net decrease in cash and cash equivalents         (3,185)       (2,193)  
Cash and cash equivalents at beginning of period   8,753         7,508  
----------------------------------------------------------------------  
Cash and cash equivalents at end of period       $ 5,568       $ 5,315  
======================================================================  

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 August 31, 1997 and the  
results of its operations for the three and six months ended
August 31, 1997 and 1996 and cash flows for the six months ended
August 31, 1997 and 1996.  These statements are condensed and, therefore,
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. 
The statements should be read in conjunction with the consolidated
financial statements and footnotes included in the Company's Annual
Report on Form 10-K for the year ended February 28, 1997.  The results of
operations for the three and six months ended August 31, 1997, are not
necessarily indicative of the results to be expected for the full year. 
 
(2) Cost of sales - To more closely match costs with related revenues,  
the Company classifies the inflation element inherent in interest rates  
on Venezuelan local currency borrowings and the foreign exchange gains  
and losses, which occur on such borrowings, as a component of cost of  
sales.  Cost of sales was not affected for the three months ended
August 31, 1997, but increased by $0.5 million for the six months ended
August 31, 1997.  For the three and six months ended August 31, 1996, cost of  
sales increased $1.2 million and $1.5 million, respectively. 
 
 
(3) Interest, net consisted of the following (in thousands): 
 
                              Three Months Ended      Six Months Ended  
                              ------------------     ------------------ 
                              Aug. 31,   Aug. 31,    Aug. 31,   Aug. 31, 
                                 1997       1996        1997       1996 
----------------------------------------------------------------------- 
Interest expense               $4,536     $4,548      $9,958     $8,937 
Capitalized interest                -        (10)         (9)       (19) 
Non-operating interest income  (1,487)       (98)     (2,416)      (188) 
----------------------------------------------------------------------- 
  Interest, net                $3,049     $4,440      $7,533     $8,730  
======================================================================= 

Cash payments for interest, net of amounts capitalized for the six  
months ended August 31, 1997 and 1996 were $10.0 million and  
$8.6 million, respectively. 
 
 
(4) Income taxes - Cash refunds for income taxes for the six months  
ended August 31, 1997 were $0.4 million, while cash payments for  
income taxes for the six months ended August 31, 1996 were $4.8  
million. 
 
 
(5) Supplemental balance sheet information (in thousands) 
 
                                                 Aug. 31,      Feb. 28, 
                                                    1997          1997 
---------------------------------------------------------------------- 
Trade accounts receivable, net: 
  Trade                                         $165,572      $216,798 
  Allowance for doubtful accounts                 (6,552)       (9,339) 
---------------------------------------------------------------------- 
   Total trade accounts receivable, net         $159,020      $207,459 
====================================================================== 
 
Inventories: 
  Raw materials, excluding grain                $ 18,089      $ 15,776 
  Grain                                           65,963        86,500 
  Finished and in-process goods                  177,455       174,274 
  Packages and supplies                            8,115         7,398 
---------------------------------------------------------------------- 
   Total inventories                            $269,622      $283,948 
====================================================================== 
 
Property, plant and equipment, net: 
  Land                                          $ 13,363      $ 13,413 
  Buildings and improvements                      93,618        93,099 
  Machinery and equipment                        236,048       228,514 
  Transportation equipment                         6,523         7,194 
  Improvements in progress                        12,901        15,019 
---------------------------------------------------------------------- 
                                                 362,453       357,239 
  Accumulated depreciation                      (143,214)     (131,882) 
---------------------------------------------------------------------- 
   Total property, plant and equipment, net     $219,239      $225,357 
====================================================================== 
 
 
(6) Segment information (in millions) 
                                                              Operating 
                                 Net     Operating   Unusual   Earnings 
                                Sales      Costs      Items     (Loss)  
----------------------------------------------------------------------- 
Three Months Ended August 31, 1997 
 
  Foodservice Distribution   $  424.9   $  (417.7)     $   -      $ 7.2 
  North America Foods           116.7      (111.4)         -        5.3 
  Venezuela Foods                87.6       (89.0)         -       (1.4) 
  Corporate Expenses                -        (1.8)         -       (1.8) 
----------------------------------------------------------------------- 
    Total                    $  629.2   $  (619.9)     $   -      $ 9.3 
======================================================================= 
Three Months Ended August 31, 1996 
 
  Foodservice Distribution   $  432.7   $  (432.3)     $   -      $  .4 
  North America Foods           114.4      (110.8)         -        3.6 
  Venezuela Foods                87.4       (78.5)         -        8.9  
  Corporate Expenses                -        (2.6)         -       (2.6) 
----------------------------------------------------------------------- 
    Total                    $  634.5   $  (624.2)     $   -      $10.3 
======================================================================= 
 
Six Months Ended August 31, 1997 
 
  Foodservice Distribution   $  874.3   $  (863.0)     $   -      $11.3 
  North America Foods           232.2      (223.9)         -        8.3 
  Venezuela Foods               189.9      (188.5)         -        1.4 
  Corporate Expenses                -        (4.2)         -       (4.2) 
----------------------------------------------------------------------- 
    Total                    $1,296.4   $(1,279.6)     $   -      $16.8 
======================================================================= 
Six Months Ended August 31, 1996 
 
  Foodservice Distribution   $  876.0   $  (870.5)     $   -      $ 5.5 
  North America Foods           226.0      (220.3)         -        5.7 
  Venezuela Foods               158.6      (147.6)         -       11.0  
  Corporate Expenses                -        (5.3)      (3.6)      (8.9) 
----------------------------------------------------------------------- 
    Total                    $1,260.6   $(1,243.7)     $(3.6)     $13.3 
======================================================================= 
 
 
            INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES 
              Management's Discussion and Analysis of Results of 
                      Operations and Financial Condition 
                                 (Unaudited) 
 
Results of Operations: 
 
For the second quarter and six months ended August 31, 1997 compared  
with the corresponding prior periods 
 
Overview 
 
Fiscal 1998 second-quarter net earnings were $4.5 million, or  
25 cents per share, compared with $4 million, or 22 cents per  
share a year ago.  Net earnings improved on substantially higher  
operating earnings in Foodservice Distribution and North America  
Foods but was largely offset by an operating loss in the  
Venezuela Foods business segment.  Consolidated net sales  
declined 1% to $629.2 million as a result of lower sales in  
Foodservice Distribution. 
 
Net earnings for the six months ended August 31, 1997 were  
$6.5 million, or 36 cents per share, compared with $3.6 million,  
or 20 cents per share a year ago.  Last year's results were  
adversely affected by after-tax unusual charges of $2.2 million,  
or 12 cents per share, for costs resulting from the resignation  
of the Company's former chief executive officer and from business  
assessment studies.  Consolidated net sales increased 3% to  
$1.3 billion primarily because of higher sales in the Venezuela  
Foods segment. 
 
Segment Results 
 
Foodservice Distribution second-quarter net sales declined 2% to  
$424.9 million, compared with $432.7 million a year ago.  Net  
sales declined as a result of decisions to relinquish several  
low-margin customer accounts in the limited-menu distribution  
business and a planned reduction in sales to a major customer of  
the Company's food exporting business that distributes food  
products in Russia.  Net sales in the Company's vending  
distribution business increased on higher volumes to the  
independent customer segment.  Operating earnings were  
$7.2 million in the current quarter, compared with $0.4 million  
last year.  Operating earnings increased as result of a  
substantial improvement in vending distribution which had a  
modest profit in the current quarter compared with a significant  
operating loss a year ago.  Vending distribution results improved  
as a result of higher volumes, lower delivery and distribution  
costs, and a reduction in bad debt expense.  Second-quarter  
vending distribution results also included a benefit from the  
purchase of coffee prior to world-market price increases.   
Operating earnings also increased in limited-menu distribution on  
lower ingredient and operating costs. 
 
Foodservice Distribution net sales for the six-month period  
declined slightly to $874.3 million, compared with $876 million  
last year.  An increase in vending distribution net sales was  
offset by lower sales in the food exporting and limited-menu  
distribution businesses.  Operating earnings increased 105% to  
$11.3 million, compared with $5.5 million last year.  Operating  
earnings increased on essentially the same factors as noted above  
for the second quarter. 
 
North America Foods second-quarter net sales increased 2% to  
$116.7 million, compared with $114.4 million last year.  Sales  
were up on higher volumes in Canadian commercial flour and U.S.  
and Canadian bakery mix products. This increase was partially  
offset by lower prices in Canadian commercial flour, resulting  
from a reduction in worldwide wheat costs, and lower volumes in  
Canadian frozen bakery products.  Operating earnings increased  
47% to $5.3 million, compared with $3.6 million last year.   
Operating earnings increased on the higher volumes and on higher  
margins, resulting from a more favorable customer mix in the  
United States, improved manufacturing efficiencies and lower  
ingredient costs. 
 
North America Foods net sales for the six-month period increased  
3% to $232.2 million, compared with $226 million last year.   
Operating earnings increased 46% to $8.3 million, compared with  
$5.7 million last year.  Net sales and operating earnings were  
affected by essentially the same factors as noted above for the  
second quarter. 
 
Venezuela Foods second-quarter net sales were $87.6 million,  
compared with $87.4 million a year ago.  The small increase in  
net sales was the result of higher commercial flour volumes and  
prices, which were largely offset by a substantial decline in  
consumer corn flour volumes.  Volumes declined because of  
difficult economic conditions that resulted in a loss of consumer  
purchasing power and a continuation of competitive pressures.   
Volumes were also affected as a result of the Company being  
selected to supply only a small amount of the corn flour to a  
Venezuelan government subsidy program.  The program is designed  
to make available to low-income consumers certain basic food  
products at below market prices and involves competitive bids by  
suppliers to provide product for a specified period.  The  
business segment recognized an operating loss of $1.4 million,  
compared with operating earnings of $8.9 million last year.  In  
addition to lower corn flour volumes and competitive pricing  
pressures, the operating loss resulted from significantly higher  
costs of locally grown grain and distribution.  Last year's  
second quarter results were positively impacted by the removal of  
price and foreign exchange controls and other effects of the  
transition to a free-market economy. 
 
Venezuela Foods net sales for the six-month period increased 20%  
to $189.9 million compared with $158.6 million last year.  Net  
sales in the prior year were adversely affected by a significant  
devaluation in the free-market exchange rate while the Company  
operated under price controls.  The Venezuela government  
eliminated price controls last year.  Operating earnings declined  
87% to $1.4 million, compared with $11 million last year.   
Current year results were adversely affected by essentially the  
same factors as noted above for the second quarter. 
 
The Company expects that the difficult economic and competitive  
environment will continue and will result in the Company's  
third-quarter Venezuela Foods operating results being  
significantly lower than the third quarter last year.  The  
Company further expects full-year Venezuela Foods operating  
earnings to be significantly below last year. 
 
 
Non-operating Expense and Income 
 
Second-quarter net interest expense declined to $3 million from  
$4.4 million a year ago as a result of interest income recognized  
on U.S. federal income tax refunds, lower debt levels in North  
America and lower interest rates in Canada. For the six-month  
periods, net interest expense declined to $7.5 million from  
$8.7 million a year ago as a result of increased interest income  
and lower interest rates in Canada. 
 
Income Taxes 
 
For the six-month periods, the Company's effective tax rate was  
30% in fiscal 1998 compared with 23% in fiscal 1997.  Excluding  
unusual items, the Company's fiscal 1997 effective tax rate was  
30%. The Company's effective tax rate in both periods was  
affected by a low effective tax rate in Venezuela.  If the  
earnings of the Company's Venezuelan operations fall below  
currently projected levels, the Company's fiscal 1998 overall  
effective tax rate will increase from its current level.     
 
 
 
Financial Condition: 
 
Capital Resources and Liquidity 
 
The debt-to-total capitalization ratio decreased to 44% at  
August 31, 1997 from 51% at February 28, 1997, primarily as a  
result of a reduction in working capital. 
 
Working capital decreased principally on lower inventory and  
accounts receivable balances.  Inventory was lower due to  
improved management throughout the Company, as well as seasonal  
factors in Venezuela.  The reduction in accounts receivable was  
primarily the result of significantly lower sales volume with a  
major customer of the Company's food exporting business that  
distributes food products in Russia and substantial collections  
against a significant fiscal year-end accounts receivable balance  
with this customer.   
 
The Company had accounts receivable from the major customer of  
the food exporting business of approximately $5 million, a  
substantial portion of which is past due.  In addition, the  
customer has had difficulty in meeting purchase commitments with  
the Company as result of business disruptions the customer has  
experienced at the ports of destination. As a result, the Company  
owns approximately $25 million of inventory that is held for sale  
to the customer.  In August 1997, the Company and the customer  
entered into an exit agreement whereby the Company will deliver  
the remaining inventory to the customer upon payment of 75% of  
the full purchase price.  The remaining 25% will be payable under  
notes receivable, which provide for full payment plus interest to  
the Company by November 1999.  The Company believes that these  
notes are fully collectible.  The Company was also notified on  
September 29, 1997 that a vessel chartered by the customer  
carrying approximately $6 million in Company-owned inventory had  
been arrested in the port of St. Petersburg, Russia.  The Company  
believes the seizure is unwarranted but is unable to determine  
the extent to which any loss may result from this action or the  
extent to which losses, if any, would be covered by insurance.   
If the customer is unable to meet its commitments or should the  
Company be unable to recover its seized inventory, there could be  
a material adverse effect on the Company's results of operations  
and financial condition.   
 
On September 23, 1997, the Company announced that it intends to  
exit its food exporting business by the end of the fiscal year.   
This business was principally involved in the international  
trading of food products.  Management is currently evaluating a  
number of options regarding the disposition of this business.  In  
fiscal 1997, operating earnings of the food exporting business  
were approximately $7.7 million.  For the six months ended  
August 31, 1997, operating earnings of this business were  
approximately $2.7 million.  Except for the risk of material loss  
associated with a major customer, as discussed above, the Company  
does not expect the disposition of the business to result in a  
material loss. 
 
In June 1997, the Company announced that it intends to sell its  
Canadian frozen bakery business.  In fiscal 1997, the business  
had net sales of $37 million, had an operating loss and  
recognized an $11.4 million charge for asset impairment.  The  
Company is having discussions with a number of potential buyers  
and anticipates the sale to be completed by fiscal year-end.  The  
Company is currently unable to determine whether the sale will  
result in any additional net loss.  The proceeds from the sale  
will be used to reduce debt.    
 
In July 1997, the Company announced that it will combine its  
vending distribution and limited-menu distribution businesses  
into a single distribution business to more quickly capitalize on  
growth opportunities and achieve cost savings.  The Company is  
unable to estimate one-time charges, if any, associated with the  
combination as specific actions have not yet been determined.   
The combination is expected to result in significant long-term  
benefits, net of any one-time charges. 
 
 
 
  
                                   PART II    
                              OTHER INFORMATION    
  
  
Item 4.          Submission of Matters to a Vote of Security Holders    
    
     (a)     The 1997 Annual Meeting of Stockholders of International    
Multifoods Corporation (the "Company") was held on June 20, 1997(the    
"Annual Meeting").  Holders of the Company's common stock, par value   
$.10 per share, of record on May 1, 1997 were entitled to one vote per   
share. 
 
     (c)     At the Annual Meeting, Gary E. Costley, Nicholas L. Reding   
and Jack D. Rehm were elected directors for a term of three years.  The   
number of votes cast for the election of each director and the number of   
votes withheld are as follows: 
 
                                  FOR               WITHHELD    
    
Gary E. Costley               15,717,684             375,380    
Nicholas L. Reding            15,688,587             404,477    
Jack D. Rehm                  15,708,539             384,525    
 
The other directors whose term of office as a director continued after   
the meeting are James G. Fifield, Robert M. Price, Lois D. Rice,    
Richard K. Smucker and Dolph W. von Arx.  In addition, effective    
September 19, 1997, the Board of Directors of the Company elected    
Claire L. Arnold a director of the Company.      
    
     With respect to the proposal to approve the Company's 1997   
Stock-Based Incentive Plan, there were 15,070,155 votes cast for the 
proposal, 831,571 votes cast against the proposal and 191,338 
abstentions.  There were no broker nonvotes with respect to such matter. 
    
     With respect to the proposal to approve the appointment of    
KPMG Peat Marwick LLP as independent auditors of the Company for the  
fiscal year ending February 28, 1998, there were 15,997,686 votes cast   
for the proposal, 42,742 votes cast against the proposal and 52,636   
abstentions.  There were no broker nonvotes with respect to such matter.    
    
Item 6.          Exhibits and Reports on Form 8-K    
    
     (a)         Exhibits    
    
                11.     Computation of Earnings 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 August 31, 1997, the Company   
filed a report on Form 8-K dated June 5, 1997 relating to the  
realignment of the Company's North America Foods segment and the   
proposed sale of its Canada Frozen bakery unit.    
   
                                   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:    October 3, 1997          By /s/ William L. Trubeck    
                                     William L. Trubeck    
                                     Senior Vice President - Finance and    
                                     Chief Financial Officer    
                                     (Principal Financial Officer    
                                     and Duly Authorized Officer)    
    
    
    
                                   EXHIBIT INDEX    
    
    
    
    
             11.     Computation of Earnings Per Common Share.    
    
             12.     Computation of Ratio of Earnings to Fixed Charges.    
    
             27.     Financial Data Schedule.