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 November 30, 1996 
                                   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 December 31, 1996 was  
17,979,534. 



                         PART I. FINANCIAL INFORMATION 
 
             INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES 
 
                Consolidated Condensed Statements of Earnings 
                                  (unaudited) 
                  (in thousands, except per share amounts) 
 
 
                               THREE MONTHS ENDED       NINE MONTHS ENDED    
                               Nov. 30,    Nov. 30,      Nov. 30,    Nov. 30, 
                                  1996        1995          1996        1995 
Net sales                     $697,132    $632,104    $1,957,704  $1,887,992 
Cost of sales                 (592,561)   (536,225)   (1,669,048) (1,591,763) 
  Gross profit                 104,571      95,879       288,656     296,229 
 
Delivery and distribution      (43,405)    (41,662)     (125,409)   (122,269) 
Selling, general  
  and administrative           (44,307)    (39,177)     (129,441)   (131,446) 
Unusual items                        -           -        (3,600)     (5,700) 
    Operating earnings          16,859      15,040        30,206      36,814 
 
Interest, net                   (4,363)     (3,805)      (13,093)    (13,158) 
Other income (expense), net       (158)     (2,180)         (150)     (3,651) 
  
  Earnings before 
    income taxes                12,338       9,055        16,963      20,005 
Income taxes                    (3,702)     (2,263)       (4,765)     (1,662) 
 
Net earnings                  $  8,636    $  6,792    $   12,198  $   18,343 
     
Net earnings per  
  share of common stock       $    .48    $    .38    $      .68  $     1.01 
  
Average shares of common  
  stock outstanding             17,980      17,967        17,980      17,959 
 
Dividends per share  
  of common stock             $    .20    $    .20    $      .60  $      .60 
 
 
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 
                                                Nov. 30,        Feb. 29, 
                                                  1996            1996    
Assets 
 
Current assets: 
  Cash and equivalents                          $ 11,128        $  7,508 
  Trade accounts receivable, net                 176,660         165,527 
  Inventories                                    332,538         230,626 
  Other current assets                            57,457          55,374 
    Total current assets                         577,783         459,035 
 
Property, plant and equipment, net               227,626         226,498 
Goodwill, net                                     98,185          99,999 
Other assets                                      38,238          36,725 
Total assets                                    $941,832        $822,257 
 
Liabilities and Shareholders' Equity 
 
Current liabilities: 
  Notes payable                                 $ 85,911        $ 28,541 
  Current portion of long-term debt                6,796          11,000 
  Accounts payable                               227,528         170,884 
  Other current liabilities                       62,033          61,870 
    Total current liabilities                    382,268         272,295 
 
Long-term debt                                   203,733         202,937 
Employee benefits and other liabilities           53,289          47,462 
    Total liabilities                            639,290         522,694 
 
Shareholders' equity: 
  Common stock                                     2,184           2,184 
  Other shareholders' equity                     300,358         297,379 
    Total shareholders' equity                   302,542         299,563 
 
Commitments and contingencies                                            
 
Total liabilities and 
  shareholders' equity                          $941,832        $822,257 
 
See accompanying notes to consolidated condensed financial statements. 
 
 
 
 
           INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES 
 
             Consolidated Condensed Statements of Cash Flows  
                               (unaudited) 
                              (in thousands) 
 
 
                                                       NINE MONTHS ENDED   
                                                      Nov. 30,     Nov. 30, 
                                                         1996         1995 
Cash flows from operations: 
  Net earnings                                       $ 12,198     $ 18,343 
  Adjustments to reconcile net earnings  
    to cash provided by (used for) operations: 
      Depreciation and amortization                    22,656       22,145 
      Deferred income tax expense (benefit)             2,135       (5,904) 
      Provision for losses on receivables               3,009        2,810 
      Provision for unusual charges                     3,600       15,493 
      Gain on major business disposition                    -       (9,900) 
      Changes in operating assets and liabilities, 
        net of business acquisitions and disposition: 
          Accounts receivable                         (13,582)      (5,186) 
          Inventories                                (101,058)      (3,410) 
          Other current assets                         (1,380)      (8,416) 
          Accounts payable                             56,389        1,484 
          Other current liabilities                    (3,665)     (14,517) 
      Other, net                                          448        4,787 
               Cash provided by (used for) operations (19,250)      17,729 
Cash flows from investing activities: 
  Business acquisitions                                     -      (29,904) 
  Capital expenditures                                (19,115)     (22,204) 
  Proceeds from business disposition                        -       48,009 
  Proceeds from property disposal                         326          651 
               Cash used for investing activities     (18,789)      (3,448) 
Cash flows from financing activities: 
  Net increase in notes payable                        57,139       35,346 
  Net decrease in long-term debt                       (4,500)     (24,721) 
  Dividends paid                                      (10,891)     (10,902) 
  Proceeds from issuance of common stock                   14        1,188 
  Purchase of treasury stock                              (82)      (2,472) 
  Redemption of preferred stock                             -       (3,732) 
  Other, net                                             (175)        (421) 
               Cash provided by (used for) 
                 financing activities                  41,505       (5,714) 
Effect of exchange rate changes on cash 
  and equivalents                                         154       (5,158) 
Net increase in cash and equivalents                    3,620        3,409 
Cash and equivalents at beginning of period             7,508       10,792 
Cash and equivalents at end of period                $ 11,128     $ 14,201 
 
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 November 30, 1996 and the results of its operations  
for the three and nine months ended November 30, 1996 and 1995 and cash flows  
for the nine months ended November 30, 1996 and 1995.  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, 1996.  The results  
of operations for the three and nine months ended November 30, 1996 are not  
necessarily indicative of the results to be expected for the full year.   
Certain prior year amounts have been reclassified to conform with the current  
year presentation. 
 
In October 1995, the Financial Accounting Standards Board issued Statement of  
Financial Accounting Standards No. 123, "Accounting for Stock-Based  
Compensation" (SFAS 123). SFAS 123, which was adopted by the Company on March  
1, 1996, establishes financial accounting and reporting standards for stock- 
based employee compensation plans.  SFAS 123 allows companies either to  
continue the current method of accounting for stock-based compensation, or to  
switch to a fair-value based method.  The Company elected to continue using  
the current accounting method, and therefore will be required to present  
disclosures of pro forma net earnings and earnings per share as if the fair- 
value based method had been applied. 
 
(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 $1.2 million and $2.6 million for the  
three and nine months ended November 30, 1996, respectively.  Cost of sales  
was reduced by $2.3 million and $4.0 million for the three and nine months  
ended November 30, 1995, respectively. 
 
 
(3) Unusual items - During the quarter ended May 31, 1996, the Company  
recognized unusual items that resulted in a pre-tax charge of $3.6 million,  
$2.2 million after tax ($0.12 per share).  The unusual items included $2.2  
million for severance and other costs resulting from the resignation of the  
Company's former Chief Executive Officer, Anthony Luiso, and $1.4 million  
primarily for the cost of business assessment studies. 
 
 
(4) Interest, net consisted of the following (in thousands): 
 
                                    Three Months Ended    Nine Months Ended 
                                   Nov. 30,   Nov. 30,   Nov. 30,   Nov. 30, 
                                      1996       1995       1996       1995 
Interest expense                    $4,438     $4,187    $13,375    $14,632 
Capitalized interest                    (7)       (26)       (26)      (121) 
Non-operating interest income          (68)      (356)      (256)    (1,353) 
  Interest, net                     $4,363     $3,805    $13,093    $13,158 
 
Cash payments for interest, net of amounts capitalized, for the nine months  
ended November 30, 1996 and 1995 were $14.0 million and $15.0 million,  
respectively. 
 
 
(5) Income taxes - Cash payments for income taxes for the nine months ended  
November 30, 1996 and 1995 were $6.1 million and $3.6 million, respectively. 
 
 
(6) Supplemental balance sheet information (in thousands) 
 
                                                 Nov. 30,      Feb. 29, 
                                                    1996          1996 
Trade accounts receivable, net: 
  Trade                                         $186,584      $179,504 
  Allowance for doubtful accounts                 (9,924)      (13,977) 
   Total trade accounts receivable, net         $176,660      $165,527 
 
Inventories: 
  Raw materials, excluding grain                $ 23,644      $ 17,529 
  Grain                                          103,164        46,331 
  Finished and in-process goods                  196,498       159,077 
  Packages and supplies                            9,232         7,689 
   Total inventories                            $332,538      $230,626 
 
Property, plant and equipment, net: 
  Land                                          $ 13,435      $ 12,045 
  Buildings and improvements                      91,809        90,001 
  Machinery and equipment                        229,261       217,567 
  Transportation equipment                         7,998         9,188 
  Improvements in progress                        14,968        13,157 
                                                 357,471       341,958 
  Accumulated depreciation                      (129,845)     (115,460) 
   Total property, plant and equipment, net     $227,626      $226,498 
 
 
(7) Segment information - The Company's business segments are as follows:   
Foodservice Distribution consists of U.S. vending distribution and limited- 
menu distribution and a food exporting business; Bakery consists of bakery  
products in the U.S. and Canada and Canadian consumer products, which include  
primarily home baking products and condiments; Venezuela Foods consists of  
bakery products, consumer products for home baking and agricultural products;  
Divested Businesses consists of the surimi seafood business, which was  
divested in fiscal 1996. 
 
                                    Net     Operating   Unusual  Operating 
(in millions)                      Sales      Costs      Items    Earnings 
Three Months Ended Nov. 30, 1996 
  Foodservice Distribution      $  461.5   $  (456.9)     $   -      $ 4.6 
  Bakery                           139.7      (130.4)         -        9.3 
  Venezuela Foods                   95.9       (90.6)         -        5.3 
  Corporate Expenses                   -        (2.3)         -       (2.3) 
    Total                       $  697.1   $  (680.2)     $   -      $16.9  
 
Three Months Ended Nov. 30, 1995 
  Foodservice Distribution      $  440.8   $  (432.9)     $   -      $ 7.9 
  Bakery                           126.1      (117.9)         -        8.2 
  Venezuela Foods                   65.2       (64.8)         -         .4 
  Corporate Expenses                   -        (1.5)         -       (1.5) 
    Total                       $  632.1   $  (617.1)     $   -      $15.0  
 
Nine Months Ended Nov. 30, 1996 
  Foodservice Distribution      $1,337.5   $(1,327.4)     $   -      $10.1 
  Bakery                           365.7      (350.7)         -       15.0 
  Venezuela Foods                  254.5      (238.2)         -       16.3 
  Corporate Expenses                  -         (7.6)      (3.6)     (11.2) 
    Total                       $1,957.7   $(1,923.9)     $(3.6)     $30.2  
 
Nine Months Ended Nov. 30, 1995 
  Foodservice Distribution      $1,257.5   $(1,240.2)     $(9.4)     $ 7.9 
  Bakery                           344.2      (329.7)         -       14.5 
  Venezuela Foods                  268.2      (252.8)         -       15.4 
  Divested Businesses               18.1       (15.6)       9.9       12.4 
  Corporate Expenses                   -        (7.2)      (6.2)     (13.4) 
    Total                       $1,888.0   $(1,845.5)     $(5.7)     $36.8  
 
 
 
 
 
            INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES 
              Management's Discussion and Analysis of Results of 
                      Operations and Financial Condition 
                                 (Unaudited) 
 
Results of Operations: 
 
For the third quarter and nine months ended November 30, 1996 compared with  
the corresponding prior periods 
 
Overview 
 
Fiscal 1997 third quarter consolidated net sales increased 10% to $697.1  
million, compared with $632.1 million a year ago.  Consolidated net earnings  
for the third quarter were $8.6 million, or $.48 per share, compared with net  
earnings of $6.7 million, or $.38 per share a year ago.  Net earnings  
increased on improved Venezuela Foods operating earnings.  Last year Venezuela  
Foods operating earnings were adversely affected by currency devaluation in a  
government controlled environment.  The increase in net earnings was partially  
offset by an operating loss in the Company's vending distribution business. 
 
Consolidated net sales for the nine months ended November 30, 1996 increased  
4% to $1.96 billion, compared with $1.89 billion a year ago.  Consolidated net  
earnings were $12.2 million, or $.68 per share, compared with $18.3 million,  
or $1.01 per share, a year ago.  Excluding unusual items, net earnings were  
$14.4 million, or $.80 per share, compared with $17.8 million, or $.99 per  
share, a year ago.  Fiscal 1997 unusual items consist of a charge resulting  
from the resignation of the Company's former Chief Executive Officer, Anthony  
Luiso, and costs for business assessment studies.  Fiscal 1996 unusual items  
include a gain from the divestiture of the Company's surimi seafood business  
and a favorable impact from a tax settlement, which was principally offset by  
a write-down of vending distribution software costs and a charge for a  
corporate restructuring plan.  The decline in net earnings for the nine-month  
period was primarily the result of an operating loss in the vending  
distribution business and the impact of unusual items. 
 
The Company expects that vending distribution results will also adversely  
impact the Company's Foodservice Distribution fourth quarter operating  
results.  The Company further expects that fiscal 1997 net earnings will be  
lower than last year's net earnings.   
 
 
Segment Results 
 
Foodservice Distribution third quarter net sales increased 5% to $461.5  
million, compared with $440.8 million a year ago.  The increase was primarily  
related to higher volumes in the limited-menu distribution business which  
resulted from the addition of several new customer accounts in fiscal 1997.   
The increase in net sales was partially offset by a volume decline in the  
vending distribution business.  Operating earnings declined 42% to $4.6  
million, compared with $7.9 million last year.  The decline was the result of  
the vending distribution operating loss which resulted from the lower volumes,  
a changing customer mix, competitive pricing pressures and higher costs to  
improve customer service.  The loss was partially offset by higher earnings in  
the limited-menu distribution and food exporting businesses.  Limited-menu  
distribution earnings improved from the higher volumes and lower operating  
costs.  Food exporting earnings increased primarily on higher volumes to a  
major customer that sells food products in Russia. 
 
Foodservice Distribution net sales for the nine-month period increased 6% to  
$1.34 billion, compared with $1.26 billion a year ago.  Operating earnings  
before unusual items declined 42% to $10.1 million, compared with $17.3  
million last year.  After unusual items, operating earnings were $7.9 million  
in fiscal 1996.  The fiscal 1996 unusual charge of $9.4 million was  
principally from the write-down of vending distribution computer software  
costs.  Net sales and operating earnings were affected by essentially the same  
factors as noted above for the third quarter. 
 
Bakery third quarter net sales increased 11% to $139.7 million, compared with  
$126.1 million a year ago.  The increase was from higher volumes in consumer  
products and from higher prices for wheat-based products.  Operating earnings  
increased 13% to $9.3 million, compared with $8.2 million last year.  Earnings  
increased on the higher volumes and an improved sales mix. 
 
Bakery net sales for the nine-month period increased 6% to $365.7 million,  
compared with $344.2 million a year ago.  Sales increased on higher prices for  
wheat-based products and from higher volumes in consumer products.  The  
increase was partially offset by lower volumes in U.S. bakery mix, which were  
primarily the result of softness in a large customer's business and lower  
volumes in frozen bakery products.  Operating earnings increased 3% to $15  
million, compared with $14.5 million last year.  Earnings improved on the  
higher consumer product volumes but were adversely affected by the lower U.S.  
bakery mix and frozen bakery product volumes. 
 
Venezuela Foods third quarter net sales increased 47% to $95.9 million,  
compared with $65.2 million a year ago.  Sales in the prior year were  
adversely affected by a significant devaluation in the free-market exchange  
rate in a government price-controlled market.  Prices in local currency have  
increased significantly and consumer buying trends have shifted to lower  
priced goods.  As a result, the Company had lower volumes in animal feed  
products and commercial wheat flour but higher volumes in lower-priced  
consumer corn flour.  Third quarter operating earnings were $5.3 million, up  
substantially from $0.4 million last year.  Prior year results included a $3.9  
million charge associated with the December 1995 change in the official  
exchange rate which resulted in the Company having to settle certain U.S.  
dollar obligations at a devalued official exchange rate.  Current year  
operating earnings benefited from a more stable exchange rate and economic  
environment. 
 
Venezuela Foods net sales for the nine-month period declined 5% to $254.5  
million, compared with $268.2 million a year ago.  The decline was primarily  
the result of lower volumes in commercial wheat flour and animal feed products  
partially offset by higher consumer corn flour volumes.  Operating earnings  
increased 6% to $16.3 million, compared with $15.4 million last year.  In  
addition to the factors noted above for the third quarter, operating earnings  
in the nine-month period were affected by the significant devaluation in the  
free-market exchange rate during the second half of fiscal 1996.  With respect  
to the nine-month period, this devaluation primarily had an impact in the  
first quarter of this year. 
 
As of December 31, 1996, net monetary liabilities of the Company's Venezuelan  
operations totaled the U.S.-dollar equivalent of approximately $30 million. 
 
Last year's nine-month results included an unusual gain of $9.9 million from  
the divestiture of the Company's surimi seafood business. 
 
 
Non-operating Expense and Income 
 
Third quarter net interest expense increased to $4.4 million, compared with  
$3.8 million last year.  The increase was the result of higher borrowing  
levels in Venezuela partially offset by lower interest rates in Canada.  For  
the nine-month period, net interest expense was $13.1 million, compared with  
$13.2 million last year.  The current year was affected by lower Canadian  
interest rates and lower interest income in Venezuela. 
 
Last year's third quarter included foreign exchange losses of $2 million from  
Venezuelan local currency cash and equivalents. 
 
 
Income Taxes 
 
The Company's effective tax rate was 28.1% for the nine months ended November  
30, 1996 compared with 8.3% last year.  The low tax rate last year was the  
result of a $5 million favorable tax settlement.  Excluding unusual items, the  
effective tax rates for the nine-month periods were 30% in the current year  
and 30.4% last year. 
 
Financial Condition: 
 
The debt-to-total capitalization ratio increased to 49% at November 30, 1996  
compared with 45% at February 29, 1996 as a result of an increase in working  
capital.  Working capital increased principally on higher inventory balances  
from seasonal purchases of local corn in Venezuela and cucumbers in Canada.   
In Venezuela, the Company is required to purchase its share of the local corn  
crop at a government stipulated price.  The dollar amount of this year's  
purchases was substantially higher than the prior year as a result of a  
significantly higher price and the timing of purchases.  The Company also had  
an increase in accounts payable which resulted from the seasonal purchase of  
inventories as well as from the timing of payments.  The working capital  
increase was financed principally by short-term borrowings. 
 
During the first quarter of fiscal 1997, the Company entered into an $80  
million revolving credit agreement in Canada that replaced an existing $84  
million revolving credit agreement and a $7 million line of credit.  The new  
Canadian revolving credit agreement expires March 15, 2001, and bears interest  
on borrowings as determined by current market factors. 
 
In August 1996, Standard & Poor's lowered its ratings on the Company's long- 
term debt and commercial paper to BBB- and A-3, respectively.  In October  
1996, Moody's Investors Service, Inc. lowered its ratings on the Company's  
long-term debt and commercial paper to Baa3 and Prime-3, respectively.  The  
Company believes that the ratings downgrades will not have a material impact  
on the Company's results of operations or its ability to obtain financing. 
 
The Company' short-term financing is provided by borrowings against its U.S.  
and Canadian revolving credit agreements and, on a more limited basis, U.S.  
commercial paper and uncommitted lines of credit.  In addition, the Company is  
evaluating accounts receivable securitization arrangements as an additional
source of financing. 
 
Effective January 1, 1997, the Company will be accounting for any transfers of  
accounts receivable related to food export sales as a secured borrowing as a  
result of the required adoption of  Statement of Financial Accounting  
Standards (SFAS) No. 125.  Previously, the Company had treated these  
transactions as sales in accordance with SFAS No. 77 and, accordingly, the  
receivables were not included on the Company's consolidated balance sheet.  As  
of November 30, 1996, the outstanding balance of sold receivables from the  
Company's food exporting business was $25.6 million. 
 
The Company's food exporting business has a major customer that sells food  
products in Russia.  Profits resulting from sales to this customer are  
material to the net earnings of the Company.  The Company also has varying  
amounts of inventory and receivables related to this customer.  In the event  
Russia is adversely affected by political events or economic instability, it  
could result in a material adverse effect to the Company's financial position  
and results of operations. 
 
Management regularly reviews the Company's business operations with the  
objective of maximizing its return on investment.  In this regard, the Company  
continues to take actions to address operating issues to improve financial  
performance which, if not successful, could result in material nonrecurring  
charges. 
 
 
 
                                 PART II 
 
                            OTHER INFORMATION 
 
 
Item 6.          Exhibits and Reports on Form 8-K 
 
     (a)    Exhibits 
 
            10.1     Employment Agreement, dated as of November 1,  
1996, between International Multifoods Corporation and Gary E.  
Costley. 
 
            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 November 30, 1996, the  
             Company filed a report on Form 8-K dated November 4,  
             1996 relating to the announcement by the Company that  
             Gary E. Costley had been elected Chairman of the  
             Board, President and Chief Executive Officer of the  
             Company, effective January 1, 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:  January 13, 1997         By  /s/ Dennis R. Johnson 
                                ---------------------------------- 
                                  Dennis R. Johnson 
                                  Vice President and Controller 
                                  (Principal Accounting Officer 
                                  and Duly Authorized Officer) 
 
 
 
 
EXHIBIT INDEX 
 
10.1     Employment Agreement, dated as of November 1, 1996,  
between International Multifoods Corporation and Gary E. Costley. 
 
11.     Computation of Earnings Per Common Share. 
 
12.     Computation of Ratio of Earnings to Fixed Charges. 
 
27.     Financial Data Schedule.