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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                  FORM 10-Q/A



(Mark One)

    [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
     FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000


                                       OR


   [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
     For the transition period from ___________ to ____________


                        Commission file number 333-50681
                               AURORA FOODS INC.
             (Exact Name of Registrant as Specified in Its Charter)


                DELAWARE                         94-3303521
(State or Other Jurisdiction of     (IRS Employer Identification No.)
 Incorporation or Organization)


                         1000 Union Station, Suite 300
                              St. Louis, MO  63103
          (Address of Principal Executive Office, Including Zip Code)

                                 (314) 241-0303
              (Registrant's Telephone Number, Including Area Code)


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
                                         ---        ---

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the
Latest practicable date.

                                                       Shares Outstanding
                                                         August 11, 2000
                                                     -----------------------
     Common stock, $0.01 par value.................         67,114,531

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                                EXPLANATORY NOTE

This amendment is being made solely to add item 4 which was not included in the
original filing.

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                           PART II--OTHER INFORMATION

ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  The Annual Meeting of Stockholders of Aurora Foods Inc. (the "Company") was
held on June 19, 2000.  The following persons were elected Directors at the
Annual Meeting to serve until the next Annual Meeting of Stockholders and until
their successors are elected or chosen.

                                            For        Withheld
                                        ----------     ---------
       Clive A. Apsey                   48,098,805     2,165,100
       David E. DeLeeuw                 48,095,905     2,168,000
       Charles J. Delaney               48,097,305     2,166,600
       Richard C. Dresdale              48,095,190     2,168,715
       Andrea Geisser                   48,094,975     2,168,930
       Peter Lamm                       48,096,605     2,167,300
       George E. McCown                 48,098,388     2,165,517
       Ronald S. Orr                    48,102,495     2,161,410
       James T. Smith                   48,104,295     2,159,610
       Christopher T. Sortwell          48,103,510     2,160,395

       The stockholders of the Company approved the adoption of the Aurora Foods
Inc. 2000 Equity Incentive Plan.

          For        Against      Abstain    Not Voted
          ---        -------      -------    ---------

       40,328,907   3,900,970     62,112      5,971,916

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                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused the report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                  AURORA FOODS INC.



                                  By: /s/   Christopher T. Sortwell
                                      ----------------------------------
                                      Christopher T. Sortwell
                                      Chief Financial Officer
                                      (Duly Authorized Officer,
                                      Principal Financial Officer and
                                      Principal Accounting Officer)

Date:  November 14, 2000

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