SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549


                               FORM 8-K

                            CURRENT REPORT

                     Pursuant to Section 13 or 15(d)
                 of the Securities Exchange Act of 1934


   Date of Report (Date of earliest event reported):    June 1, 1994



                  INTERNATIONAL MULTIFOODS CORPORATION
         (Exact name of registrant as specified in its charter)




 Delaware                          1-6699            41-0871880
(State or other jurisdiction      (Commission       (I.R.S. Employer
 of incorporation)                 File Number)      Identification No.)


 33 South Sixth Street, Minneapolis, Minnesota                    55402
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code:        (612) 340-3300


 Not applicable
(Former name or former address, if changed since last report)





Item 2.     Acquisition or Disposition of Assets.

     On June 1, 1994, pursuant to a Stock Purchase Agreement dated as of 
March 17, 1994, International Multifoods Corporation (the "Company") 
sold all of the issued and outstanding shares of International 
Multifoods Foodservice Corp., a Delaware corporation and wholly-owned 
subsidiary of the Company, to Doskocil Companies Incorporated for an 
aggregate cash purchase price of $135,944,000, which includes $172,000 
of debt assumed by Doskocil Companies Incorporated.  The purchase price 
of the shares was arrived at by negotiation between the Company and 
Doskocil Companies Incorporated.  The business sold by the Company 
pursuant to the Stock Purchase Agreement consisted of the Company's 
Frozen Specialty Foods business and included six processing facilities 
and one distribution facility.


Item 7.     Financial Statements and Exhibits.

      (a)   Not applicable.

      (b)   Pro forma financial information reflecting the disposition 
            of the Company's Frozen Specialty Foods business, as 
            described above in Item 2.

      (c)   Exhibits.

            2.1   Stock Purchase Agreement between International 
                  Multifoods Corporation (Seller) and Doskocil Companies 
                  Incorporated (Buyer) dated as of March 17, 1994.





                INTERNATIONAL MULTIFOODS CORPORATION
               Introduction to Pro Forma Consolidated
             Condensed Financial Information (Unaudited)



     As described in Item 2, on June 1, 1994, the Company 
completed the sale of its Frozen Specialty Foods business.

     As discussed in Note 20 of the Company's Annual Report on 
Form 10-K for the year ended February 28, 1994, the Company signed 
an agreement in March 1994 to sell its Meats business.  The 
Company recognized a charge of $22.5 million in the fourth quarter 
of fiscal year 1994 on the write-down of the Meats business net 
assets to expected realizable value.  The sale of the Meats 
business was completed on May 2, 1994.

     The following unaudited pro forma financial statements 
reflect the impact of the transactions described above, in the 
manner described in the accompanying notes, to the historical 
statement of operations for the year ended February 28, 1994 and 
the balance sheet as of February 28, 1994.  For purposes of 
reporting pro forma results of operations, it is assumed these 
businesses were sold on March 1, 1993.  For purposes of reporting 
the pro forma balance sheet, it is assumed these businesses were 
sold on February 28, 1994.

     The sale of the Frozen Specialty Foods business will result 
in a net gain which will be reflected in the Company's results of 
operations in the quarter ended August 31, 1994.

     The pro forma financial information is not intended to 
reflect the results of operations or financial position of the 
Company which actually would have resulted had these transactions 
occurred on the assumed dates.

     The pro forma financial information should be read in 
conjunction with the accompanying notes which follow and the 
historical financial statements of the Company included in its 
Annual Report on Form 10-K for the year ended February 28, 1994.


              International Multifoods Corporation and Subsidiaries
                  Pro Forma Consolidated Condensed Balance Sheet
                               February 28, 1994
                                  (Unaudited)

                                 (in thousands)


                                                         Pro Forma
                                                 -------------------------
                                                 Adjust-
                                Historical(a)    ments(b)(c)       Results
Assets
Current assets:
  Cash and equivalents            $ 10,507        $      (5)      $ 10,502
  Trade accounts receivable,
    net of allowance               146,455          (14,516)       131,939
  Inventories                      219,630          (36,177)       183,453
  Other current assets              62,698           (5,893)        56,805
       Total current assets        439,290          (56,591)       382,699

Property, plant and
  equipment, net                   245,891          (55,709)       190,182
Goodwill                            72,672          (11,062)        61,610
Other assets                        56,922          (19,456)        37,466
Total assets                      $814,775        $(142,818)      $671,957

Liabilities and Shareholders' Equity
Current liabilities:
  Notes payable                   $ 58,651        $ (45,782)      $ 12,869
  Current portion of 
    long-term debt                   3,953             (405)         3,548
  Accounts payable                 150,221           (9,390)       140,831
  Other current liabilities         88,909           14,977        103,886
      Total current liabilities    301,734          (40,600)       261,134

Long-term debt, net
  of current portion               195,125         (115,018)        80,107
Other liabilities                   64,277          (14,200)        50,077
      Total liabilities            561,136         (169,818)       391,318

Redeemable preferred stock           3,635                0          3,635

Shareholders' equity               250,004           27,000        277,004

Total liabilities and
  shareholders' equity            $814,775        $(142,818)      $671,957



(a) The historical balance sheet reflects the $22.5 million pre-tax 
($12.6 million after-tax) charge on the write-down of the Meats business 
net assets to expected realizable value.

(b) The pro forma adjustments assume that the divestitures took place on 
February 28, 1994. The adjustments reflect the application of proceeds, 
the elimination of assets transferred to and liabilities assumed by the 
buyers and accruals for estimated additional costs directly attributable 
to the divestitures. Proceeds are assumed to pay down debt obligations. 
However, it is anticipated that the proceeds will be reinvested for a 
variety of corporate purposes, including acquisitions and common stock 
repurchases.         

(c) The pro forma adjustments reflect an assumed aggregate purchase 
price for the two businesses of $161.2 million, including assumption of 
debt by the buyers. As a result of lower aggregate net assets of the two 
businesses at their respective closing dates, the actual aggregate 
purchase price was $157.7 million.



              International Multifoods Corporation and Subsidiaries
             Pro Forma Consolidated Condensed Statement of Operations
                               February 28, 1994
                                  (Unaudited)

                     (in thousands, except per share data)


                                                         Pro Forma
                                                 -------------------------
                                                   Adjust-
                                Historical         ments(a)        Results

Net sales                      $ 2,224,710       $(259,628)    $ 1,965,082
Cost of sales                   (1,952,086)        203,527      (1,748,559)
Selling, general
  and administrative              (203,797)         46,285        (157,512)
Unusual items                      (70,007)                        (70,007)
Interest, net                      (10,685)          4,290(b)       (6,395)
Corporate                             (852)                           (852)
Losses from unconsolidated 
  affiliates                       (12,187)                        (12,187)
      Loss before income taxes     (24,904)         (5,526)        (30,430)
Income taxes                        11,466           2,376          13,842
      Net loss                 $   (13,438)      $  (3,150)    $   (16,588)

Net loss per share 
  of common stock              $     (0.72)      $   (0.17)    $     (0.89)   


Average shares of common 
  stock outstanding                 18,911                           18,911


(a) The pro forma statement of operations for the year ended February 
28, 1994 assumes that both divestitures took place on March 1, 1993. 
Adjustments include the elimination of net sales and expenses of the 
businesses. The net gain on the divestiture of the Frozen Specialty 
Foods business has not been included. The impact on the net loss per 
share from the write-down of the Meats business net assets was $.67 
which is included in the historical statement of operations and has not 
been eliminated in the pro forma results.

(b) Represents the reduction in interest expense assuming the 
divestitures had been consummated March 1, 1993 and the net proceeds 
were used to reduce U.S. debt. Proceeds were reduced by additional costs 
directly attributable to the transactions, including taxes.




                              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 hereunto duly authorized.


                                  INTERNATIONAL MULTIFOODS CORPORATION


Date:   June 8, 1994           By  /s/  Duncan H. Cocroft  
                                      Duncan H. Cocroft
                                      Vice President - Finance and
                                         Chief Financial Officer







                             EXHIBIT INDEX


2.1     Stock Purchase Agreement between International Multifoods 
        Corporation (Seller) and Doskocil Companies Incorporated (Buyer) 
        dated as of March 17, 1994.
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{"company-data": {"conformed-name": "INTERNATIONAL MULTIFOODS CORP", "cik": "0000051410", "assigned-sic": "2040", "irs-number": "410871880", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06699", "film-number": "94533429"}, "business-address": {"street1": "33 S SIXTH ST", "street2": "P O BOX 2942", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402-0942", "phone": "6123403300"}, "former-company": {"former-conformed-name": "INTERNATIONAL MILLING CO INC", "date-changed": "19700217"}}
SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 8-K

                            CURRENT REPORT

                     Pursuant to Section 13 or 15(d)
                 of the Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported):    June 1, 1994

                  INTERNATIONAL MULTIFOODS CORPORATION
         (Exact name of registrant as specified in its charter)

 Delaware                          1-6699            41-0871880
(State or other jurisdiction      (Commission       (I.R.S. Employer
 of incorporation)                 File Number)      Identification No.)

 33 South Sixth Street, Minneapolis, Minnesota                    55402
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:        (612) 340-3300

 Not applicable
(Former name or former address, if changed since last report)

Item 2.     Acquisition or Disposition of Assets.

     On June 1, 1994, pursuant to a Stock Purchase Agreement dated as of 
March 17, 1994, International Multifoods Corporation (the "Company") 
sold all of the issued and outstanding shares of International 
Multifoods Foodservice Corp., a Delaware corporation and wholly-owned 
subsidiary of the Company, to Doskocil Companies Incorporated for an 
aggregate cash purchase price of $135,944,000, which includes $172,000 
of debt assumed by Doskocil Companies Incorporated.  The purchase price 
of the shares was arrived at by negotiation between the Company and 
Doskocil Companies Incorporated.  The business sold by the Company 
pursuant to the Stock Purchase Agreement consisted of the Company's 
Frozen Specialty Foods business and included six processing facilities 
and one distribution facility.

Item 7.     Financial Statements and Exhibits.

      (a)   Not applicable.

      (b)   Pro forma financial information reflecting the disposition 
            of the Company's Frozen Specialty Foods business, as 
            described above in Item 2.

      (c)   Exhibits.

            2.1   Stock Purchase Agreement between International 
                  Multifoods Corporation (Seller) and Doskocil Companies 
                  Incorporated (Buyer) dated as of March 17, 1994.

                INTERNATIONAL MULTIFOODS CORPORATION
               Introduction to Pro Forma Consolidated
             Condensed Financial Information (Unaudited)

     As described in Item 2, on June 1, 1994, the Company 
completed the sale of its Frozen Specialty Foods business.

     As discussed in Note 20 of the Company's Annual Report on 
Form 10-K for the year ended February 28, 1994, the Company signed 
an agreement in March 1994 to sell its Meats business.  The 
Company recognized a charge of $22.5 million in the fourth quarter 
of fiscal year 1994 on the write-down of the Meats business net 
assets to expected realizable value.  The sale of the Meats 
business was completed on May 2, 1994.

     The following unaudited pro forma financial statements 
reflect the impact of the transactions described above, in the 
manner described in the accompanying notes, to the historical 
statement of operations for the year ended February 28, 1994 and 
the balance sheet as of February 28, 1994.  For purposes of 
reporting pro forma results of operations, it is assumed these 
businesses were sold on March 1, 1993.  For purposes of reporting 
the pro forma balance sheet, it is assumed these businesses were 
sold on February 28, 1994.

     The sale of the Frozen Specialty Foods business will result 
in a net gain which will be reflected in the Company's results of 
operations in the quarter ended August 31, 1994.

     The pro forma financial information is not intended to 
reflect the results of operations or financial position of the 
Company which actually would have resulted had these transactions 
occurred on the assumed dates.

     The pro forma financial information should be read in 
conjunction with the accompanying notes which follow and the 
historical financial statements of the Company included in its 
Annual Report on Form 10-K for the year ended February 28, 1994.

              International Multifoods Corporation and Subsidiaries
                  Pro Forma Consolidated Condensed Balance Sheet
                               February 28, 1994
                                  (Unaudited)

                                 (in thousands)

                                                         Pro Forma
                                                 -------------------------
                                                 Adjust-
                                Historical(a)    ments(b)(c)       Results
Assets
Current assets:
  Cash and equivalents            $ 10,507        $      (5)      $ 10,502
  Trade accounts receivable,
    net of allowance               146,455          (14,516)       131,939
  Inventories                      219,630          (36,177)       183,453
  Other current assets              62,698           (5,893)        56,805
       Total current assets        439,290          (56,591)       382,699

Property, plant and
  equipment, net                   245,891          (55,709)       190,182
Goodwill                            72,672          (11,062)        61,610
Other assets                        56,922          (19,456)        37,466
Total assets                      $814,775        $(142,818)      $671,957

Liabilities and Shareholders' Equity
Current liabilities:
  Notes payable                   $ 58,651        $ (45,782)      $ 12,869
  Current portion of 
    long-term debt                   3,953             (405)         3,548
  Accounts payable                 150,221           (9,390)       140,831
  Other current liabilities         88,909           14,977        103,886
      Total current liabilities    301,734          (40,600)       261,134

Long-term debt, net
  of current portion               195,125         (115,018)        80,107
Other liabilities                   64,277          (14,200)        50,077
      Total liabilities            561,136         (169,818)       391,318

Redeemable preferred stock           3,635                0          3,635

Shareholders' equity               250,004           27,000        277,004

Total liabilities and
  shareholders' equity            $814,775        $(142,818)      $671,957

(a) The historical balance sheet reflects the $22.5 million pre-tax 
($12.6 million after-tax) charge on the write-down of the Meats business 
net assets to expected realizable value.

(b) The pro forma adjustments assume that the divestitures took place on 
February 28, 1994. The adjustments reflect the application of proceeds, 
the elimination of assets transferred to and liabilities assumed by the 
buyers and accruals for estimated additional costs directly attributable 
to the divestitures. Proceeds are assumed to pay down debt obligations. 
However, it is anticipated that the proceeds will be reinvested for a 
variety of corporate purposes, including acquisitions and common stock 
repurchases.         

(c) The pro forma adjustments reflect an assumed aggregate purchase 
price for the two businesses of $161.2 million, including assumption of 
debt by the buyers. As a result of lower aggregate net assets of the two 
businesses at their respective closing dates, the actual aggregate 
purchase price was $157.7 million.

              International Multifoods Corporation and Subsidiaries
             Pro Forma Consolidated Condensed Statement of Operations
                               February 28, 1994
                                  (Unaudited)

                     (in thousands, except per share data)

                                                         Pro Forma
                                                 -------------------------
                                                   Adjust-
                                Historical         ments(a)        Results

Net sales                      $ 2,224,710       $(259,628)    $ 1,965,082
Cost of sales                   (1,952,086)        203,527      (1,748,559)
Selling, general
  and administrative              (203,797)         46,285        (157,512)
Unusual items                      (70,007)                        (70,007)
Interest, net                      (10,685)          4,290(b)       (6,395)
Corporate                             (852)                           (852)
Losses from unconsolidated 
  affiliates                       (12,187)                        (12,187)
      Loss before income taxes     (24,904)         (5,526)        (30,430)
Income taxes                        11,466           2,376          13,842
      Net loss                 $   (13,438)      $  (3,150)    $   (16,588)

Net loss per share 
  of common stock              $     (0.72)      $   (0.17)    $     (0.89)   

Average shares of common 
  stock outstanding                 18,911                           18,911

(a) The pro forma statement of operations for the year ended February 
28, 1994 assumes that both divestitures took place on March 1, 1993. 
Adjustments include the elimination of net sales and expenses of the 
businesses. The net gain on the divestiture of the Frozen Specialty 
Foods business has not been included. The impact on the net loss per 
share from the write-down of the Meats business net assets was $.67 
which is included in the historical statement of operations and has not 
been eliminated in the pro forma results.

(b) Represents the reduction in interest expense assuming the 
divestitures had been consummated March 1, 1993 and the net proceeds 
were used to reduce U.S. debt. Proceeds were reduced by additional costs 
directly attributable to the transactions, including taxes.

                              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 hereunto duly authorized.

                                  INTERNATIONAL MULTIFOODS CORPORATION

Date:   June 8, 1994           By  /s/  Duncan H. Cocroft  
                                      Duncan H. Cocroft
                                      Vice President - Finance and
                                         Chief Financial Officer

                             EXHIBIT INDEX

2.1     Stock Purchase Agreement between International Multifoods 
        Corporation (Seller) and Doskocil Companies Incorporated (Buyer) 
        dated as of March 17, 1994.