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 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                     (I.R.S. Employer  
of incorporation or organization)               Identification No.)  
  
  
  
33 South 6th Street, Minneapolis, Minnesota                     55402  
(Address of principal executive offices)                      (Zip Code)  
  
                              (612) 340-3300  
            (Registrant's telephone number, including area code)  
  
                             (not applicable)  
(Former name, former address and former fiscal year, if changed since   
 last report)  
  
      Indicate by check mark whether the registrant (1) has filed all   
reports required to be filed by Section 13 or 15(d) of the Securities   
Exchange Act of 1934 during the preceding 12 months (or for such shorter   
period that the registrant was required to file such reports), and (2)   
has been subject to such filing requirements for the past 90 days.       
      Yes   X      No       
  
      The number of shares outstanding of the registrant's Common Stock,   
par value $.10 per share, as of June 30, 1997 was 18,187,844. 
  
  
  
                         PART I. FINANCIAL INFORMATION  
  
             INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES  
  
                Consolidated Condensed Statements of Operations  
                                  (unaudited)  
                  (in thousands, except per share amounts)  
  
   
                                                   THREE MONTHS ENDED   
                                                   May 31,      May 31,  
                                                     1997         1996  
----------------------------------------------------------------------  
Net sales                                        $667,186     $626,073  
Cost of sales                                    (573,687)    (536,758)  
----------------------------------------------------------------------  
Gross profit                                       93,499       89,315  
Delivery and distribution                         (40,657)     (40,431)  
Selling, general and administrative               (45,315)     (42,298)  
Unusual items                                           -       (3,600)  
----------------------------------------------------------------------  
Operating earnings                                  7,527        2,986  
Interest, net                                      (4,484)      (4,290)  
Other income (expense), net                          (186)         222  
----------------------------------------------------------------------  
Earnings (loss) before income taxes                 2,857       (1,082)  
Income taxes                                         (857)         649  
  
Net earnings (loss)                              $  2,000     $   (433)  
======================================================================  
  
Net earnings (loss) per share of common stock    $    .11     $   (.02)  
======================================================================  
  
Average shares of common stock outstanding         18,016       17,969  
======================================================================  
  
Dividends per share of common stock              $    .20     $    .20  
======================================================================  
  
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  
                                                May 31,        Feb. 28,  
                                                  1997            1997     
-----------------------------------------------------------------------  
Assets  
  
Current assets:  
  Cash and cash equivalents                    $  8,939        $  8,753  
  Trade accounts receivable, net                177,259         207,459  
  Inventories                                   280,248         283,948  
  Other current assets                           64,350          63,096  
-----------------------------------------------------------------------  
    Total current assets                        530,796         563,256  
-----------------------------------------------------------------------  
Property, plant and equipment, net              222,003         225,357  
Goodwill, net                                    86,975          87,641  
Other assets                                     38,748          39,034  
-----------------------------------------------------------------------  
Total assets                                   $878,522        $915,288  
-----------------------------------------------------------------------  
Liabilities and Shareholders' Equity  
  
Current liabilities:  
  Notes payable                                $ 90,426        $ 88,201  
  Current portion of long-term debt              30,078           6,790  
  Accounts payable                              177,973         206,966  
  Other current liabilities                      60,344          70,037  
-----------------------------------------------------------------------  
    Total current liabilities                   358,821         371,994  
-----------------------------------------------------------------------  
Long-term debt                                  178,834         202,328  
Employee benefits and other liabilities          51,884          51,388  
-----------------------------------------------------------------------  
    Total liabilities                           589,539         625,710  
-----------------------------------------------------------------------  
Shareholders' equity:  
  Common stock                                    2,184           2,184  
  Other shareholders' equity                    286,799         287,394  
-----------------------------------------------------------------------  
    Total shareholders' equity                  288,983         289,578  
-----------------------------------------------------------------------  
Commitments and contingencies                                            
-----------------------------------------------------------------------  
Total liabilities and shareholders' equity     $878,522        $915,288  
=======================================================================  
See accompanying notes to consolidated condensed financial statements.  
  
 
  
           INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES  
             Consolidated Condensed Statements of Cash Flows   
                               (unaudited)  
                              (in thousands)  
  
                                                       THREE MONTHS ENDED    
                                                       May 31,       May 31,  
                                                         1997          1996  
---------------------------------------------------------------------------  
Cash flows from operations:  
  Net earnings (loss)                                 $ 2,000       $  (433)  
  Adjustments to reconcile net earnings (loss)  
    to cash provided by (used for) operations:  
      Depreciation and amortization                     7,506         7,476  
      Deferred income tax expense (benefit)               408          (975)  
      Provision for losses on receivables                 845           767  
      Provision for unusual charges                         -         3,600  
      Changes in operating assets and liabilities:  
          Accounts receivable                          29,092         8,373  
          Inventories                                   3,358       (21,612)  
          Other current assets                         (1,353)        2,780  
          Accounts payable                            (28,714)           37  
          Other current liabilities                    (9,633)      (10,097)  
      Other, net                                          504           515  
---------------------------------------------------------------------------  
               Cash provided by (used for) operations   4,013        (9,569)  
---------------------------------------------------------------------------  
Cash flows from investing activities:  
  Capital expenditures                                 (4,045)       (4,141)  
  Proceeds from property disposal                         198            58  
---------------------------------------------------------------------------
               Cash used for investing activities      (3,847)       (4,083) 
---------------------------------------------------------------------------
Cash flows from financing activities:  
  Net increase in notes payable                         2,321        27,733  
  Net decrease in long-term debt                            -        (8,500)  
  Dividends paid                                       (3,635)       (3,571)  
  Proceeds from issuance of common stock                2,107             -  
  Purchase of treasury stock                             (769)          (16)  
  Other, net                                              (15)         (102)  
---------------------------------------------------------------------------   
              Cash provided by  
                 financing activities                       9        15,544  
---------------------------------------------------------------------------  
Effect of exchange rate changes on cash  
  and cash equivalents                                     11           190  
---------------------------------------------------------------------------  
Net increase in cash and cash equivalents                 186         2,082  
Cash and cash equivalents at beginning of period        8,753         7,508  
---------------------------------------------------------------------------  
Cash and cash equivalents at end of period            $ 8,939       $ 9,590  
===========================================================================  
See accompanying notes to consolidated condensed financial statements.  
  
             INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES  
             Notes to Consolidated Condensed Financial Statements  
  
                                  (unaudited)  
  
(1) In the opinion of the Company, the accompanying unaudited consolidated   
condensed financial statements contain all adjustments (consisting of only   
normal recurring adjustments, except as noted elsewhere in the notes to the   
consolidated condensed financial statements) necessary to present fairly its   
financial position as of May 31, 1997 and the results of its operations and   
cash flows for the three months ended May 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 months ended May 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.    
Accordingly, cost of sales increased by $0.5 million and $0.3 million for the   
three months ended May 31, 1997 and 1996, respectively.  
  
  
(3) Interest, net consisted of the following (in thousands):  
  
                                   Three Months Ended  
                                    May 31,    May 31,  
                                      1997       1996  
-----------------------------------------------------  
Interest expense                    $5,422     $4,389  
Capitalized interest                    (9)        (9)  
Non-operating interest income         (929)       (90)  
-----------------------------------------------------  
  Interest, net                     $4,484     $4,290  
=====================================================  
  
Cash payments for interest, net of amounts capitalized were $6.5 million in   
each three-month period ended May 31, 1997 and 1996.  
  
  
(4) Income taxes - Cash payments for income taxes for the three months ended   
May 31, 1997 and 1996 were $3.8 million and $3.9 million, respectively.  
 
 
(5) Supplemental balance sheet information (in thousands)  
  
                                                  May 31,      Feb. 28,  
                                                    1997          1997  
----------------------------------------------------------------------  
Trade accounts receivable, net:  
  Trade                                         $184,185      $216,798  
  Allowance for doubtful accounts                 (6,926)       (9,339)  
----------------------------------------------------------------------  
   Total trade accounts receivable, net         $177,259      $207,459  
======================================================================  
  
Inventories:  
  Raw materials, excluding grain                $ 17,539      $ 15,776  
  Grain                                           71,210        86,500  
  Finished and in-process goods                  183,656       174,274  
  Packages and supplies                            7,843         7,398  
----------------------------------------------------------------------  
   Total inventories                            $280,248      $283,948  
======================================================================  
  
Property, plant and equipment, net:  
  Land                                          $ 13,401      $ 13,413  
  Buildings and improvements                      93,237        93,099  
  Machinery and equipment                        233,211       228,514  
  Transportation equipment                         6,947         7,194  
  Improvements in progress                        12,610        15,019  
----------------------------------------------------------------------  
                                                 359,406       357,239  
  Accumulated depreciation                      (137,403)     (131,882)  
----------------------------------------------------------------------  
   Total property, plant and equipment, net     $222,003      $225,357  
======================================================================  
 
 
(6) Segment information (in millions) 

                                    Net     Operating   Unusual  Operating  
                                   Sales      Costs      Items    Earnings  
--------------------------------------------------------------------------  
Three Months Ended May 31, 1997  
  Foodservice Distribution        $449.4     $(445.3)     $   -       $4.1  
  North America Foods              115.5      (112.5)         -        3.0  
  Venezuela Foods                  102.3       (99.5)         -        2.8  
  Corporate Expenses                   -        (2.4)         -       (2.4)  
--------------------------------------------------------------------------  
    Total                         $667.2     $(659.7)     $   -       $7.5  
==========================================================================  
Three Months Ended May 31, 1996  
  Foodservice Distribution        $443.3     $(438.2)     $   -       $5.1  
  North America Foods              111.6      (109.5)         -        2.1  
  Venezuela Foods                   71.2       (69.1)         -        2.1  
  Corporate Expenses                   -        (2.7)      (3.6)      (6.3)  
--------------------------------------------------------------------------  
    Total                         $626.1     $(619.5)     $(3.6)      $3.0  
==========================================================================  
  
             INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES  
              Management's Discussion and Analysis of Results of  
                      Operations and Financial Condition  
                                 (Unaudited)  
  
Results of Operations:  
  
For the first quarter ended May 31, 1997 compared with the corresponding
prior period  
  
Overview  
Fiscal 1998 first quarter net earnings were $2 million, or 11 cents per
share, compared with a net loss of $0.4 million, or 2 cents per share, a year
ago.  Net earnings in fiscal 1998 improved on higher operating earnings in
the North America Foods and Venezuela Foods business segments.  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.  
  
Net sales for fiscal 1998 increased 7% to $667.2 million primarily from the    
Venezuela Foods business segment.  
  
Segment Results  
Foodservice Distribution first quarter net sales increased 1% to $449.4   
million, compared with $443.3 million a year ago.  Vending and limited-menu   
distribution businesses had an increase in net sales, which was substantially   
offset by lower sales volumes to a major customer of the Company's food   
exporting business that distributes food products in Russia.  This volume   
decline was attributable to business disruptions the customer experienced
from the Russian government commencing the enforcement of tariffs which
delayed the unloading of shipments and distribution of product in Russia.
The Company expects that the sales and earnings contribution from this
customer in fiscal 1998 will be below last year.  
  
Foodservice Distribution operating earnings declined 20% to $4.1 million,   
compared with $5.1 million last year.  The decline was the result of the
lower volumes with the major customer of the food exporting business and from
lower gross margins in vending distribution.  The gross margin decline was
the result of competitive pricing pressures. In addition, last year included
a benefit from the purchase of candy inventories at favorable prices which
was partially offset by the favorable impact in the current year of
purchasing coffee prior to world market price increases. Foodservice
Distribution operating results also included higher earnings in limited-menu
distribution as a result of lower operating costs.  
  
North America Foods first quarter net sales increased 3% to $115.5 million,   
compared with $111.6 million a year ago.  Sales were up on higher Canadian   
commercial flour volumes but were partially offset by lower volumes in   
Canadian frozen bakery products resulting from continued competitive   
pressures.  Operating earnings increased 43% to $3 million, compared with
$2.1 million last year.  Operating earnings increased on higher gross margins
from improved manufacturing efficiencies, the higher commercial flour volumes
and an improved customer mix in the United States.  The increase was
partially offset by the volume decline in Canadian frozen bakery products.  
  
Venezuela Foods first quarter net sales increased 44% to $102.3 million,   
compared with $71.2 million a year ago.  Net sales in the prior year were   
adversely impacted by significant devaluation in the exchange rate while the   
Company operated under price controls. The Venezuelan government eliminated   
price controls last year. Operating earnings increased 33% to $2.8 million,   
compared with $2.1 million last year.  Although earnings increased, current   
year results were adversely affected by competitive pricing pressures coupled   
with higher costs of locally grown grain and distribution.  Operating
earnings in the prior year were depressed by the significant devaluation
of the exchange rate.  
  
The Company expects that the competitive pricing pressures coupled with the    
higher costs will continue. The Company also expects that  Venezuela Foods   
operating results in the second quarter of fiscal 1998 will be significantly   
lower than the second quarter last year.  Second quarter fiscal 1997 results   
were positively impacted by the removal of price and foreign exchange
controls and other effects of the transition to a free-market economy.  
  
Non-operating Expense and Income  
Net interest expense increased to $4.5 million from $4.3 million last year on   
higher debt levels partially offset by lower interest rates in Canada.  
  
  
Financial Condition:  
  
Capital Resources and Liquidity  
  
The debt-to-total capitalization ratio of 51% remained unchanged from
February 28, 1997.  Working capital increased on lower accounts payable
attributable to the timing of payments.  Partially offsetting this increase
was a reduction in accounts receivable in the Company's food exporting
business resulting from lower sales volumes with a major customer that
distributes food products in Russia.  The major customer is past due on
certain accounts receivable owed to the Company as a result of business
disruptions it has experienced, as discussed above.  The Company continues to
receive payments on these receivables, although on longer payment terms, and
management expects that all amounts due will be collected.  
  
On June 5, 1997, the Company announced that it intends to sell its Canada   
Frozen bakery unit.  The Company believes that the sale will not have a   
material affect on full-year fiscal 1998 results of operations.  The Company   
anticipates using the proceeds from the sale to reduce debt.  
  
On July 9, 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 6.   Exhibits and Reports on Form 8-K  
  
    (a)    Exhibits  
  
           10.1  Letter Agreement, dated February 3, 1997, between   
                 William L. Trubeck and International Multifoods   
                 Corporation regarding benefits and severance   
                 arrangements.  
  
           10.2  Consulting Agreement, dated May 1, 1997, between RFM   
                 Enterprises, Inc. and International Multifoods   
                 Corporation.  
  
           10.3  Memorandum of understanding, dated May 7, 1997, between   
                 William L. Trubeck and International Multifoods   
                 Corporation regarding supplemental retirement benefits.  
  
           10.4  Amendment to Consulting Agreement, dated May 9, 1997,  
                 between International Multifoods Corporation and RFM   
                 Inc.  
  
           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  
  
                No reports on Form 8-K were filed during the quarter   
                ended May 31, 1997.  
  
  
 
                                 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:  July 11, 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  
  
  
  
  
     10.1  Letter Agreement, dated February 3, 1997, between William L.   
           Trubeck and International Multifoods Corporation regarding   
           benefits and severance arrangements.  
  
     10.2  Consulting Agreement, dated May 1, 1997, between RFM   
           Enterprises, Inc. and International Multifoods Corporation.  
  
     10.3  Memorandum of understanding, dated May 7, 1997, between William   
           L. Trubeck and International Multifoods Corporation regarding   
           supplemental retirement benefits.  
  
     10.4  Amendment to Consulting Agreement, dated May 9, 1997, between 
           International Multifoods Corporation and RFM Inc.  
  
     11.   Computation of Earnings (Loss) Per Common Share.  
  
     12.   Computation of Ratio of Earnings to Fixed Charges.  
  
     27.   Financial Data Schedule.