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):    August 22, 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 August 22, 1994, Multifoods Distribution, Inc., a wholly-owned 
subsidiary of International Multifoods Corporation (the "Company"), 
purchased, pursuant to an Asset Purchase Agreement dated as of July 29, 
1994, substantially all of the assets of Leprino Foods Company's 
specialty foodservice distribution business.  The Asset Purchase 
Agreement also provided for the purchase of three distribution 
warehouses from James G. Leprino, the principal shareholder of Leprino 
Foods Company.  Leprino Foods Company is a privately held manufacturer 
and distributor of products to the foodservice industry, with its 
principal offices located in Denver, Colorado.  The assets purchased 
include an aggregate of seven distribution warehouses and leasehold 
interests in two distribution warehouses and substantially all of the 
furniture, furnishings, leasehold improvements, fixtures, equipment, 
machinery, motor vehicles, spare parts, inventory, supplies, accounts 
and notes receivable, intellectual property rights, interests in 
personal property leases, contracts and agreements and interests in 
purchase orders of Leprino Foods Company used primarily in, or otherwise 
primarily related to or necessary for, the specialty foodservice 
distribution business.  The Company also assumed certain liabilities of 
Leprino Foods Company.  Pursuant to the Asset Purchase Agreement, 
Leprino Foods Company and Mr. Leprino and their affiliates have agreed 
not to compete with any business in which the specialty foodservice 
distribution business of Leprino Foods Company was engaged within one 
year prior to the purchase of such business by the Company for a term of 
five years.

     The purchase price paid to Leprino Foods Company for the assets and 
the covenant not to compete was $99,513,191 and the purchase price paid 
to Mr. Leprino for the three distribution warehouses and his covenant 
not to compete was $12,125,000, which amounts were paid in cash on the 
closing date.  The aggregate purchase price of $111,638,191 was arrived 
at by negotiation among the Company, Leprino Foods Company and 
Mr. Leprino.  The Company received the majority of the funds for the 
purchase price pursuant to a Credit Agreement, dated as of December 17, 
1990, among the Company, Chemical Bank, Canadian Imperial Bank of 
Commerce, Bank of America National Trust and Savings Association, Morgan 
Guaranty Trust Company of New York, Continental Bank N.A., First Bank 
National Association and Norwest Bank Minnesota, N.A.  The Company also 
borrowed additional funds from National Westminster Bank PLC and 
Wachovia Bank of Georgia, N.A.  The Company previously had reduced its 
debt obligations by approximately $136,000,000 in June 1994 upon receipt 
of the proceeds from the divestiture of the Company's Frozen Specialty 
Foods business.

     The assets purchased by the Company were used by Leprino Foods 
Company to serve customers in the foodservice industry through a 
full-line foodservice distribution network which supplies primarily 
pizza and select limited menu establishments.  The Company intends to 
continue using such assets in the same manner as they were being used 
prior to the transaction and to integrate the Company's Pueringer
distribution business with the business acquired. The Company intends
to lease space in Denver, Colorado for administrative offices for
the specialty foodservice distribution business acquired.


Item 7.     Financial Statements and Exhibits.

     (a)     Financial statements of business acquired.

             Financial statements of Leprino Foodservice Distribution
             (a division of Leprino Foods Company) as of June 4, 1994 
             and October 30, 1993 and for the 31 weeks ended 
             June 4, 1994 and the fiscal year ended October 30, 1993, 
             including notes thereto.

     (b)     Pro forma financial information.

             Pro forma financial information reflecting the acquisition 
             of the specialty foodservice distribution business of 
             Leprino Foods Company, as described above in Item 2.

     (c)    Exhibits.

            2.1  Asset Purchase Agreement among Multifoods 
                 Distribution, Inc. (Buyer), International Multifoods 
                 Corporation (Buyer's Parent) and Leprino Foods 
                 Company (Seller) and James G. Leprino (Seller's 
                 Shareholder) dated as of July 29, 1994.




                                  LEPRINO FOODSERVICE
                                     DISTRIBUTION

                                 FINANCIAL STATEMENTS

                           June 4, 1994 and October 30, 1993





                       [Letterhead of Price Waterhouse L.L.P.]



                         Report of Independent Accountants

July 29, 1994


To the Board of Directors
 and Stockholders of
 Leprino Foods Company

In our opinion, the accompanying balance sheet and the related 
statements of income and of cash flows present fairly, in all material 
respects, the financial position of Leprino Foodservice Distribution (a 
division of Leprino Foods Company) at June 4, 1994 and October 30, 1993 
and the results of its operations and its cash flows for the 31 weeks 
ended June 4, 1994 and for the year ended October 30, 1993, in 
conformity with generally accepted accounting principles.  These 
financial statements are the responsibility of the Division's 
management; our responsibility is to express an opinion on these 
financial statements based on our audits.  We conducted our audits of 
these statements in accordance with generally accepted auditing 
standards which require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial 
statements, assessing the accounting principles used and significant 
estimates made by management, and evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable 
basis for the opinion expressed above.



                                              /s/ Price Waterhouse  LLP





                         LEPRINO FOODSERVICE DISTRIBUTION
                       (A DIVISION OF LEPRINO FOODS COMPANY)
                                   BALANCE SHEET


                                                   June 4,      October 30,
Assets                                              1994           1993
                                                        (in thousands)


Current assets
  Cash                                            $     3         $     3
  Receivables, net                                 22,726          20,142
  Inventories                                      22,370          21,544

    Total current assets                           45,099          41,689

Property, plant and equipment, net                 19,083          17,748
Other assets                                           92              96

                                                  $64,274         $59,533

Liabilities and division equity

Current liabilities
  Accounts payable                                $16,567         $13,411
  Accrued expenses and liabilities                  3,353           4,190

    Total current liabilities                      19,920          17,601

Deferred liabilities                                  364             288
Interdivisional payable                                 -             994
Commitments

Division equity                                    43,990          40,650

                                                  $64,274         $59,533


The accompanying notes are an integral part of the financial statements.




                           LEPRINO FOODSERVICE DISTRIBUTION
                         (A DIVISION OF LEPRINO FOODS COMPANY)
                               STATEMENT OF INCOME




                                                  31 Weeks
                                                    Ended
                                                    June 4,     October 30,
                                                     1994          1993

                                                       (in thousands)

Net sales                                         $244,040       $364,585

Expenses
  Cost of sales                                    214,909        319,098
  Selling and distribution                          17,889         26,826
  General and administrative                         7,801         11,644

                                                   240,599        357,568

Income before provision for income taxes             3,441          7,017

Provision for income taxes                             101            206

Net income                                        $  3,340       $  6,811



The accompanying notes are an integral part of the financial statements.





                          LEPRINO FOODSERVICE DISTRIBUTION
                       (A DIVISION OF LEPRINO FOODS COMPANY)
                             STATEMENT OF CASH FLOWS


                                                  31 Weeks
                                                    Ended
                                                    June 4,      October 30,
                                                     1994           1993

Cash flows from operating activities 
                                                        (in thousands)

Net income                                          $3,340         $6,811
Adjustments to reconcile net income to
  net cash provided by operating activities

      Depreciation                                   1,454          2,396
      Provision for doubtful accounts                   98         (1,482)
      Net (gain) loss on disposition of
        property, plant and equipment                  (36)          (118)

  Changes in asset and liabilities
      Receivables                                   (2,682)        (3,605)
      Inventories                                     (826)        (4,244)
      Accounts payable and accrued liabilities       2,395          2,014


Net cash provided by (used for)
      Operating activities                           3,743          1,772
      Investing activities                          (2,749)        (1,287)
      Financing activities                            (994)          (485)

Net increase in cash                                     0              0

Cash and cash equivalents beginning of period            3              3

end of period                                      $     3         $    3


The accompanying notes are an integral part of the financial statements.



                         LEPRINO FOODSERVICE DISTRIBUTION
                       (A DIVISION OF LEPRINO FOODS COMPANY)
                             STATEMENT OF CASH FLOWS
                                   (continued)

                                                  31 Weeks
                                                    Ended
                                                    June 4,     October 30,
                                                     1994          1993


Cash flows from investing activities
                                                        (in thousands)

Capital expenditures                               $(2,938)       $(1,842)
Proceeds from sales of property, 
  plant and equipment                                  185            551
Other                                                    4              4


Net cash used for investing activities             $(2,749)       $(1,287)



Cash flows from financing activities

Net change in interdivisional payable              $  (994)       $  (485)

Net cash provided by (used for) 
  financing activities                             $  (994)       $  (485)



The accompanying notes are an integral part of the financial statements.




                     LEPRINO FOODSERVICE DISTRIBUTION
                   (A DIVISION OF LEPRINO FOODS COMPANY)

                      NOTES TO FINANCIAL STATEMENTS

NOTE 1:

General Information

Leprino Foodservice Distribution (FSD, a division of Leprino Foods 
Company) serves customers in the foodservice industry through a full-
line foodservice distribution network which supplies primarily pizza and 
select limited menu multi-unit establishments.

On June 17, 1994, Leprino Foods Company (LFC) and its principal 
shareholder (Shareholder) signed an agreement in principle (Agreement) 
providing for the sale of substantially all of the net assets of LFC's 
foodservice distribution business to a wholly-owned subsidiary of 
International Multifoods Corporation.  The Agreement also calls for the 
sale by the Shareholder of three distribution warehouses owned by the 
Shareholder and currently leased by FSD.  Additionally, the Agreement 
provides for certain other definitive agreements which include a cheese 
supply agreement that sets forth the buyer's minimum purchase 
obligations for LFC's cheese products over a five-year period and a non-
compete agreement precluding LFC from re-entering the foodservice 
distribution business in the United States for a minimum of five years.

Sales to a significant franchise concept represented 23.5% of FSD's 
sales in 1994 and 25.0% in 1993.  No individual franchisee accounted for 
sales in excess of 10% in any period presented.

Basis of Presentation and Significant Accounting Policies

Basis of Presentation:  The accompanying financial statements present 
FSD as if it had existed as a company separate from LFC and includes the 
historical assets, liabilities, revenues and expenses that are directly 
related to LFC's foodservice distribution business.

FSD's financial statements include all the direct costs of operating the 
business.  General and administrative expenses specifically incurred by 
LFC on behalf of FSD were included while costs which were not incurred 
specifically for any of LFC's divisions were allocated to FSD based on 
relative assets employed during each period.  Management believes the 
foregoing allocations were made on a reasonable basis.  Nonetheless, the 
financial information included herein may not necessarily reflect the 
financial position and results of operations of FSD in the future or 
what the financial position or results of operations of FSD would have 
been as a separate, stand-alone company during the periods presented.



Fiscal year:  LFC and FSD utilize a 52 or 53 week convention, with each 
year ending on the Saturday nearest October 31.  Fiscal year 1993 was 52 
weeks.  Financial information presented for 1994 is for the 31 week 
period ended June 4, 1994.  Due to the seasonal nature of FSD's 
business, the results of operations for the 31 weeks ended June 4, 1994 
are not necessarily representative of such results for a full fiscal 
period.

Accounts receivable and accounts payable:  The carrying amount of the 
accounts receivable and accounts payable balances approximate their fair 
value.

Inventories:  Inventories are stated at the lower of cost or market, 
with cost determined using the first-in, first-out (FIFO) method.

Interdivisional payable:  The interdivisional payable balance reflects 
the interdivisional financing requirements necessary to reflect FSD as a 
separate entity assuming no interdivisional balances were outstanding at 
June 4, 1994.  No provision for interest has been made on such 
interdivisional balances.

Property, plant and equipment:  Land, building, and equipment are 
capitalized at cost.  Depreciation is provided on the straight-line 
method over the estimated useful lives of the assets.  Ordinary repair 
and maintenance are expensed as incurred.

Debt:  None of the indebtedness of LFC has been secured or 
collateralized by the assets employed in FSD, and accordingly, there 
were no debt instruments or interest costs reflected.

Cash:  The only cash allocated to FSD were the nominal petty cash 
balances maintained at the distribution centers.

NOTE 2 - Receivables

Receivables consist of the following (in thousands):

                                            June 4,       October 30,
                                             1994            1993

Trade                                      $23,076         $20,112
Other                                          761           1,114
Allowance for doubtful accounts             (1,111)         (1,084)

                                           $22,726         $20,142

In 1991, FSD established a $2.4 million reserve for the possible bad 
debt from a major customer.  Due to improved circumstances, a portion of 
this reserve was reversed in 1993, resulting in an increase to net 
income of $1.9 million.



NOTE 3 - Inventories

Inventories consist of the following (in thousands):

                                            June 4,       October 30,
                                             1994            1993

Resale products                            $22,057         $21,249
Supplies                                       313             295

                                           $22,370         $21,544

NOTE 4 - Property, plant and equipment

Property, plant and equipment consist of the following (in thousands):

                                            June 4,      October 30,
                                             1994           1993

Land                                        $1,519         $1,519
Building and improvements                    8,787          8,656
Machinery and equipment                      9,714          9,445
Furniture and fixtures                       2,308          2,321
Transportation equipment                     7,050          7,516
Construction in progress                     2,212             47

                                            31,590         29,504

Less - accumulated depreciation            (12,507)       (11,756)

                                           $19,083        $17,748

NOTE 5 - Income taxes

LFC is taxed as an S Corporation under the Internal Revenue Code.  As 
such, it is not directly liable for federal and, with certain 
exceptions, state income taxes.  Rather, LFC's income, deductions, 
losses and credits pass directly through to its stockholders and such 
amounts are included in their individual income tax returns.  The 
provision for income taxes for FSD is based upon managements' estimate 
of those state income taxes applicable to FSD.




NOTE 6 - Commitments

LFC leases certain transportation equipment, distribution warehouses, 
and computer equipment applicable to FSD.  These leases are accounted 
for as operating leases.  The transportation equipment leases expire at 
various times over the next one to seven years and provide for month-to-
month renewals at the end of the primary terms.  The facility leases 
generally contain renewal options and escalation clauses and expire over 
the next three years.  Minimum gross rental commitments under these 
leases at October 30, 1993 are as follows (in thousands):

            1994                 $2,905
            1995                  1,620
            1996                  1,142
            1997                    901
            1998                    503
            Thereafter              109

                                 $7,180

Three of the FSD warehouses are leased from the Shareholder.  These 
leases expire in 1994.  Rental expense under these leases was $516,000 
in 1994 and $906,000 in 1993. 

Aggregate rental expense under all operating leases was $1,541,000 in 
1994 and $2,484,000 in 1993.

NOTE 7 - Employee benefit plans

All full-time employees who have at least one year of continuous 
employment are eligible to participate in the LFC's profit sharing plan.  
LFC's contribution is determined annually by its Board of Directors.  
The portion of the contribution allocated to the employees supporting 
FSD was $1,214,000 in 1993.  FSD has accrued $510,000 in the 1994 
results of operations.  LFC's policy is to fund amounts accrued.  The 
Company may terminate this plan at any time.

LFC has a deferred compensation plan for certain key employees which 
provides long-term incentives and an opportunity to participate in the 
equity appreciation of LFC.  Awards under the plan are based upon a 
combination of measured individual performance and financial performance 
of LFC.  Vested benefits at the time of retirement, death, disability or 
severance of employment are payable in ten annual installments at the 
time of retirement.  The expense for this plan associated with the 
eligible employees engaged directly in FSD totaled $76,000 in 1994 and 
$129,000 in 1993.  Such amounts have not been funded.  The deferred 
compensation plan has specific provisions for the sale of a division.  
Upon completion of the sale of FSD, the affected key employees will no 
longer be participants of the plan and their balances will be fully 
vested and the associated liability may be funded.  LFC has not 
determined the additional cost of this occurrence but the amount is not 
expected to be significant.



LFC established a retirement savings plan (401(k) Plan) on January 1, 
1993, under Section 401(k) of the Internal Revenue Code.  Employees who 
are at least 21 years old and who have completed one year of eligible 
service may become "participants" in the 401(k) Plan.  LFC matches 50% 
of the participant's contribution to the 401(k) plan not to exceed 3% of 
the participant's annual compensation or $1,500, if less.  The amounts 
expensed for LFC's matching contributions to the 401(k) Plan for 
employees supporting FSD were $129,000 in 1994 and $173,000 for 1993.

The financial statements for the 31 weeks ended June 4, 1994 include 
charges for the portion of LFC's annual budgeted expenses related to the 
profit sharing plan, deferred compensation plan, 401(k) Plan and 
employee bonuses applicable to this period.

In December 1990, the FASB issued Statement of Financial Accounting 
Standards (FAS) No. 106, "Employers' Accounting for Postretirement 
Benefits Other Than Pensions".  There is no postretirement benefit 
obligation associated with the foodservice distribution business.

In November 1992, the FASB issued FAS No. 112 "Employers' Accounting for 
Postemployment Benefits".  LFC does not believe that the amount of the 
liability, if any, will be material.

NOTE 8 - Related party transaction

FSD purchases mozzarella cheese products from LFC.  During 1994 and 1993 
FSD purchased $17.9 million and $27.1 million, respectively, for resale 
to customers.



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


     As described in Item 2, on August 22, 1994, the Company completed 
the acquisition of substantially all of the assets of Leprino Foods 
Company's specialty foodservice distribution business ("Leprino 
Distribution Business").

     As discussed in the Company's Form 8-K dated June 1, 1994, the 
Company completed the divestiture of its Frozen Specialty Foods business 
on June 1, 1994 and its Meats business on May 2, 1994.  The divestiture 
of the Frozen Specialty Foods business resulted in a net gain which 
will be reported in the Company's results of operations in the quarter 
ended August 31, 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 earnings for the 
three months ended May 31, 1994, the statement of operations for the 
year ended February 28, 1994 and the balance sheet as of May 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 and its quarterly report on Form 10-Q 
for the three months ended May 31, 1994.




International Multifoods Corporation and Subsidiaries
Pro Forma Consolidated Condensed Balance Sheet
May 31, 1994
(Unaudited)

(in thousands)
<TABLE>
<CAPTION>
                                                                Pro Forma
                                                 --------------------------------------
                                                    Adjustments (a)(b)
                                                 -------------------------
                                    Historical   Divestiture   Acquisition      Results
<S>                                 <C>          <C>           <C>             <C>
Assets
Current assets:
  Cash and equivalents                $ 16,052     $       0      $      0     $ 16,052
  Trade accounts receivable,
    net of allowance                   133,593        (9,525)       21,851      145,919
  Inventories                          203,266       (22,376)       22,370      203,260
  Other current assets                  66,443         1,190           323       67,956
      Total current assets             419,354       (30,711)       44,544      433,187

Property, plant and
  equipment, net                       238,548       (43,598)       31,083      226,033
Goodwill                                71,216       (10,977)       34,500       94,739 
Other assets                            55,744       (19,120)       21,092       57,716
Total assets                          $784,862     $(104,406)     $131,219     $811,675

Liabilities and Shareholders' Equity
Current liabilities:
  Notes payable                       $ 62,753     $(135,772)     $110,000     $ 36,981
  Current portion of 
    long-term debt                       3,522          (172)            0        3,350
  Accounts payable                     138,446        (6,700)       16,567      148,313
  Other current liabilities             80,869        22,088         4,652      107,609
      Total current liabilities        285,590      (120,556)      131,219      296,253

Long-term debt, net of 
  current portion                      188,939             0             0      188,939
Other liabilities                       63,776       (13,488)            0       50,288
      Total liabilities                538,305      (134,044)      131,219      535,480

Redeemable preferred stock               3,626             0             0        3,626

Shareholders' equity                   242,931        29,638             0      272,569

Total liabilities and 
  shareholders' equity                $784,862     $(104,406)     $131,219     $811,675

</TABLE>


(a) The pro forma adjustments assume that the Frozen Specialty Foods 
divestiture and the Leprino Distribution Business acquisition took place 
on May 31, 1994. The Meats business divestiture was completed on May 2, 
1994 and, accordingly, the historical balance sheet reflects the effects 
of this transaction. The Frozen Specialty Foods divestiture adjustments 
reflect the application of proceeds, the elimination of assets 
transferred to and liabilities assumed by the buyer, and accruals for 
estimated additional costs directly attributable to the divestiture. 
The application of proceeds from the divestiture are assumed to reduce
debt obligations. The Leprino Distribution Business acquisition adjustments
reflect the purchase of assets and assumption of liabilities, the use of the
Frozen Specialty Foods divestiture proceeds to fund the purchase and the
recognition of goodwill and other intangible assets.

(b) Goodwill and other assets represent an estimate of the intangible 
assets associated with the acquisition.




International Multifoods Corporation and Subsidiaries
Pro Forma Consolidated Condensed Statement of Earnings
Three Months Ended May 31, 1994
(Unaudited)

(in thousands, except  per share data)
<TABLE>
<CAPTION>
                                                                Pro Forma
                                                 --------------------------------------
                                                    Adjustments (a)
                                                 -------------------------

                                    Historical   Divestitures  Acquisition      Results
<S>                                 <C>          <C>           <C>             <C>
Net sales                             $579,730      $(58,345)     $108,056     $629,441
Cost of sales                         (480,811)       41,942       (95,993)    (534,862)
Delivery and distribution              (34,553)        3,893        (6,039)     (36,699)
Selling, general 
  and administrative                   (55,616)       10,989        (4,812)     (49,439)
Interest, net                           (3,355)        1,401(b)     (1,100)(c)   (3,054)
Corporate                                 (333)            0             0         (333)

  Earnings (loss) before
    income taxes                         5,062          (120)          112        5,054

Income taxes                            (2,025)          130           (45)      (1,940)
      Net earnings                    $  3,037      $     10      $     67     $  3,114

Net earnings per share 
  of common stock                     $    .17      $      0      $      0     $    .17

Average shares of common
  stock outstanding                     18,107                                   18,107

</TABLE>


(a) The pro forma statement of earnings for the three months ended May 
31, 1994 assumes that the Frozen Specialty Foods and Meats businesses 
divestitures and the Leprino Distribution Business acquisition took 
place on March 1, 1994. The pro forma divestitures 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 pro forma acquisition adjustments include the net 
sales and expenses of the acquired business for the three months ended 
May 31, 1994, amortization of goodwill, depreciation and other 
adjustments based on the allocated purchase price of net assets 
acquired, and calculation of income taxes based on the Company's tax 
rate. The pro forma adjustments do not include the benefits from 
synergies the Company anticipates realizing in the future from the 
integration of the acquired business and the Company's pizza restaurant
distribution business. The pro forma adjustments also do not include 
charges the Company will report in the second quarter ended 
August 31, 1994 for integrating these businesses. The Company is 
currently in the process of estimating the costs associated with the 
integration, which will include the closing of duplicate facilities of 
the Company.

(b) The pro forma adjustment to reduce interest expense from the 
divestitures is the result of net proceeds which were used to reduce debt 
obligations. Net proceeds represent the aggregate sales price reduced by 
additional costs directly attributable to the divestiture transactions, 
including taxes.

(c) The acquisition pro forma adjustment results in an increase to 
interest expense as a result of debt obligations incurred to fund the 
purchase price.




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

(in thousands, except  per share data)
<TABLE>
<CAPTION>

                                                                Pro Forma
                                                 --------------------------------------
                                                    Adjustments (a)
                                                 -------------------------
                                    Historical   Divestitures  Acquisition       Results
<S>                                 <C>          <C>           <C>            <C>
Net sales                           $2,224,710     $(259,628)     $368,947    $2,334,029
Cost of sales                       (1,810,248)      187,036      (325,399)   (1,948,611)
Delivery and distribution             (141,838)       16,491       (21,293)     (146,640)
Selling, general
  and administrative                  (203,797)       46,285       (18,075)     (175,587)
Unusual items                          (70,007)                                  (70,007)
Interest, net                          (10,685)        4,290(b)     (3,630)(c)   (10,025)
Corporate                                 (852)                                     (852)

Losses from unconsolidated
  affiliates                           (12,187)                                  (12,187)

    Earnings (loss) before
      income taxes                     (24,904)      (5,526)           550       (29,880)
Income taxes                            11,466        2,376           (256)       13,586
        Net earnings (loss)         $  (13,438)    $ (3,150)      $    294    $  (16,294)

Net earnings (loss) per
  share of common stock             $     (.72)    $   (.17)      $    .02    $     (.87)

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

</TABLE>


(a) The pro forma statement of operations for the year ended February 
28, 1994 assumes that the Frozen Specialty Foods and Meats businesses 
divestitures and the Leprino Distribution Business acquisition took 
place on March 1, 1993. The pro forma divestitures adjustments include 
the elimination of net sales and expenses of the businesses. 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. The pro 
forma acquisition adjustments include the net sales and expenses of the 
acquired business for the fiscal year ended November 30, 1993, 
amortization of goodwill, depreciation and other adjustments based on 
the allocated purchase price of net assets acquired, and calculation of 
income taxes based on the Company's tax rate. The pro forma adjustments 
do not include the benefits from synergies the Company anticipates 
realizing in the future from the integration of the acquired business 
and the Company's pizza restaurant distribution business. The pro forma 
adjustments also do not include charges the Company will report 
in the second quarter ended August 31, 1994 for integrating 
these businesses. The Company is currently in the process of estimating 
the costs associated with the integration, which will include the 
closing of duplicate facilities of the Company.

(b) The pro forma adjustment to reduce interest expense from the 
divestitures is the result of net proceeds which were used to reduce debt 
obligations. Net proceeds represent the aggregate sales price reduced by 
additional costs directly attributable to the divestiture transactions, 
including taxes.

(c) The acquisition pro forma adjustment results in an increase to 
interest expense as a result of debt obligations incurred to fund the 
purchase price.




                                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:   September 2, 1994     By  /s/  Duncan H. Cocroft
                                 Duncan H. Cocroft
                                 Vice President - Finance and
                                 Chief Financial Officer



                                EXHIBIT INDEX


     2.1     Asset Purchase Agreement among Multifoods Distribution,
             Inc. (Buyer), International Multifoods Corporation 
             (Buyer's Parent) and Leprino Foods Company (Seller) and 
             James G. Leprino (Seller's Shareholder) dated as of 
             July 29, 1994.
[{"type": "8-K", "sequence": "1", "description": "8/22/94 8-K", "secsgml_size_bytes": 37591}]
{"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": "94547827"}, "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):    August 22, 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 August 22, 1994, Multifoods Distribution, Inc., a wholly-owned 
subsidiary of International Multifoods Corporation (the "Company"), 
purchased, pursuant to an Asset Purchase Agreement dated as of July 29, 
1994, substantially all of the assets of Leprino Foods Company's 
specialty foodservice distribution business.  The Asset Purchase 
Agreement also provided for the purchase of three distribution 
warehouses from James G. Leprino, the principal shareholder of Leprino 
Foods Company.  Leprino Foods Company is a privately held manufacturer 
and distributor of products to the foodservice industry, with its 
principal offices located in Denver, Colorado.  The assets purchased 
include an aggregate of seven distribution warehouses and leasehold 
interests in two distribution warehouses and substantially all of the 
furniture, furnishings, leasehold improvements, fixtures, equipment, 
machinery, motor vehicles, spare parts, inventory, supplies, accounts 
and notes receivable, intellectual property rights, interests in 
personal property leases, contracts and agreements and interests in 
purchase orders of Leprino Foods Company used primarily in, or otherwise 
primarily related to or necessary for, the specialty foodservice 
distribution business.  The Company also assumed certain liabilities of 
Leprino Foods Company.  Pursuant to the Asset Purchase Agreement, 
Leprino Foods Company and Mr. Leprino and their affiliates have agreed 
not to compete with any business in which the specialty foodservice 
distribution business of Leprino Foods Company was engaged within one 
year prior to the purchase of such business by the Company for a term of 
five years.

     The purchase price paid to Leprino Foods Company for the assets and 
the covenant not to compete was $99,513,191 and the purchase price paid 
to Mr. Leprino for the three distribution warehouses and his covenant 
not to compete was $12,125,000, which amounts were paid in cash on the 
closing date.  The aggregate purchase price of $111,638,191 was arrived 
at by negotiation among the Company, Leprino Foods Company and 
Mr. Leprino.  The Company received the majority of the funds for the 
purchase price pursuant to a Credit Agreement, dated as of December 17, 
1990, among the Company, Chemical Bank, Canadian Imperial Bank of 
Commerce, Bank of America National Trust and Savings Association, Morgan 
Guaranty Trust Company of New York, Continental Bank N.A., First Bank 
National Association and Norwest Bank Minnesota, N.A.  The Company also 
borrowed additional funds from National Westminster Bank PLC and 
Wachovia Bank of Georgia, N.A.  The Company previously had reduced its 
debt obligations by approximately $136,000,000 in June 1994 upon receipt 
of the proceeds from the divestiture of the Company's Frozen Specialty 
Foods business.

     The assets purchased by the Company were used by Leprino Foods 
Company to serve customers in the foodservice industry through a 
full-line foodservice distribution network which supplies primarily 
pizza and select limited menu establishments.  The Company intends to 
continue using such assets in the same manner as they were being used 
prior to the transaction and to integrate the Company's Pueringer
distribution business with the business acquired. The Company intends
to lease space in Denver, Colorado for administrative offices for
the specialty foodservice distribution business acquired.

Item 7.     Financial Statements and Exhibits.

     (a)     Financial statements of business acquired.

             Financial statements of Leprino Foodservice Distribution
             (a division of Leprino Foods Company) as of June 4, 1994 
             and October 30, 1993 and for the 31 weeks ended 
             June 4, 1994 and the fiscal year ended October 30, 1993, 
             including notes thereto.

     (b)     Pro forma financial information.

             Pro forma financial information reflecting the acquisition 
             of the specialty foodservice distribution business of 
             Leprino Foods Company, as described above in Item 2.

     (c)    Exhibits.

            2.1  Asset Purchase Agreement among Multifoods 
                 Distribution, Inc. (Buyer), International Multifoods 
                 Corporation (Buyer's Parent) and Leprino Foods 
                 Company (Seller) and James G. Leprino (Seller's 
                 Shareholder) dated as of July 29, 1994.

                                  LEPRINO FOODSERVICE
                                     DISTRIBUTION

                                 FINANCIAL STATEMENTS

                           June 4, 1994 and October 30, 1993

                       [Letterhead of Price Waterhouse L.L.P.]

                         Report of Independent Accountants

July 29, 1994

To the Board of Directors
 and Stockholders of
 Leprino Foods Company

In our opinion, the accompanying balance sheet and the related 
statements of income and of cash flows present fairly, in all material 
respects, the financial position of Leprino Foodservice Distribution (a 
division of Leprino Foods Company) at June 4, 1994 and October 30, 1993 
and the results of its operations and its cash flows for the 31 weeks 
ended June 4, 1994 and for the year ended October 30, 1993, in 
conformity with generally accepted accounting principles.  These 
financial statements are the responsibility of the Division's 
management; our responsibility is to express an opinion on these 
financial statements based on our audits.  We conducted our audits of 
these statements in accordance with generally accepted auditing 
standards which require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial 
statements, assessing the accounting principles used and significant 
estimates made by management, and evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable 
basis for the opinion expressed above.

                                              /s/ Price Waterhouse  LLP

                         LEPRINO FOODSERVICE DISTRIBUTION
                       (A DIVISION OF LEPRINO FOODS COMPANY)
                                   BALANCE SHEET

                                                   June 4,      October 30,
Assets                                              1994           1993
                                                        (in thousands)

Current assets
  Cash                                            $     3         $     3
  Receivables, net                                 22,726          20,142
  Inventories                                      22,370          21,544

    Total current assets                           45,099          41,689

Property, plant and equipment, net                 19,083          17,748
Other assets                                           92              96

                                                  $64,274         $59,533

Liabilities and division equity

Current liabilities
  Accounts payable                                $16,567         $13,411
  Accrued expenses and liabilities                  3,353           4,190

    Total current liabilities                      19,920          17,601

Deferred liabilities                                  364             288
Interdivisional payable                                 -             994
Commitments

Division equity                                    43,990          40,650

                                                  $64,274         $59,533

The accompanying notes are an integral part of the financial statements.

                           LEPRINO FOODSERVICE DISTRIBUTION
                         (A DIVISION OF LEPRINO FOODS COMPANY)
                               STATEMENT OF INCOME

                                                  31 Weeks
                                                    Ended
                                                    June 4,     October 30,
                                                     1994          1993

                                                       (in thousands)

Net sales                                         $244,040       $364,585

Expenses
  Cost of sales                                    214,909        319,098
  Selling and distribution                          17,889         26,826
  General and administrative                         7,801         11,644

                                                   240,599        357,568

Income before provision for income taxes             3,441          7,017

Provision for income taxes                             101            206

Net income                                        $  3,340       $  6,811

The accompanying notes are an integral part of the financial statements.

                          LEPRINO FOODSERVICE DISTRIBUTION
                       (A DIVISION OF LEPRINO FOODS COMPANY)
                             STATEMENT OF CASH FLOWS

                                                  31 Weeks
                                                    Ended
                                                    June 4,      October 30,
                                                     1994           1993

Cash flows from operating activities 
                                                        (in thousands)

Net income                                          $3,340         $6,811
Adjustments to reconcile net income to
  net cash provided by operating activities

      Depreciation                                   1,454          2,396
      Provision for doubtful accounts                   98         (1,482)
      Net (gain) loss on disposition of
        property, plant and equipment                  (36)          (118)

  Changes in asset and liabilities
      Receivables                                   (2,682)        (3,605)
      Inventories                                     (826)        (4,244)
      Accounts payable and accrued liabilities       2,395          2,014

Net cash provided by (used for)
      Operating activities                           3,743          1,772
      Investing activities                          (2,749)        (1,287)
      Financing activities                            (994)          (485)

Net increase in cash                                     0              0

Cash and cash equivalents beginning of period            3              3

end of period                                      $     3         $    3

The accompanying notes are an integral part of the financial statements.

                         LEPRINO FOODSERVICE DISTRIBUTION
                       (A DIVISION OF LEPRINO FOODS COMPANY)
                             STATEMENT OF CASH FLOWS
                                   (continued)

                                                  31 Weeks
                                                    Ended
                                                    June 4,     October 30,
                                                     1994          1993

Cash flows from investing activities
                                                        (in thousands)

Capital expenditures                               $(2,938)       $(1,842)
Proceeds from sales of property, 
  plant and equipment                                  185            551
Other                                                    4              4

Net cash used for investing activities             $(2,749)       $(1,287)

Cash flows from financing activities

Net change in interdivisional payable              $  (994)       $  (485)

Net cash provided by (used for) 
  financing activities                             $  (994)       $  (485)

The accompanying notes are an integral part of the financial statements.

                     LEPRINO FOODSERVICE DISTRIBUTION
                   (A DIVISION OF LEPRINO FOODS COMPANY)

                      NOTES TO FINANCIAL STATEMENTS

NOTE 1:

General Information

Leprino Foodservice Distribution (FSD, a division of Leprino Foods 
Company) serves customers in the foodservice industry through a full-
line foodservice distribution network which supplies primarily pizza and 
select limited menu multi-unit establishments.

On June 17, 1994, Leprino Foods Company (LFC) and its principal 
shareholder (Shareholder) signed an agreement in principle (Agreement) 
providing for the sale of substantially all of the net assets of LFC's 
foodservice distribution business to a wholly-owned subsidiary of 
International Multifoods Corporation.  The Agreement also calls for the 
sale by the Shareholder of three distribution warehouses owned by the 
Shareholder and currently leased by FSD.  Additionally, the Agreement 
provides for certain other definitive agreements which include a cheese 
supply agreement that sets forth the buyer's minimum purchase 
obligations for LFC's cheese products over a five-year period and a non-
compete agreement precluding LFC from re-entering the foodservice 
distribution business in the United States for a minimum of five years.

Sales to a significant franchise concept represented 23.5% of FSD's 
sales in 1994 and 25.0% in 1993.  No individual franchisee accounted for 
sales in excess of 10% in any period presented.

Basis of Presentation and Significant Accounting Policies

Basis of Presentation:  The accompanying financial statements present 
FSD as if it had existed as a company separate from LFC and includes the 
historical assets, liabilities, revenues and expenses that are directly 
related to LFC's foodservice distribution business.

FSD's financial statements include all the direct costs of operating the 
business.  General and administrative expenses specifically incurred by 
LFC on behalf of FSD were included while costs which were not incurred 
specifically for any of LFC's divisions were allocated to FSD based on 
relative assets employed during each period.  Management believes the 
foregoing allocations were made on a reasonable basis.  Nonetheless, the 
financial information included herein may not necessarily reflect the 
financial position and results of operations of FSD in the future or 
what the financial position or results of operations of FSD would have 
been as a separate, stand-alone company during the periods presented.

Fiscal year:  LFC and FSD utilize a 52 or 53 week convention, with each 
year ending on the Saturday nearest October 31.  Fiscal year 1993 was 52 
weeks.  Financial information presented for 1994 is for the 31 week 
period ended June 4, 1994.  Due to the seasonal nature of FSD's 
business, the results of operations for the 31 weeks ended June 4, 1994 
are not necessarily representative of such results for a full fiscal 
period.

Accounts receivable and accounts payable:  The carrying amount of the 
accounts receivable and accounts payable balances approximate their fair 
value.

Inventories:  Inventories are stated at the lower of cost or market, 
with cost determined using the first-in, first-out (FIFO) method.

Interdivisional payable:  The interdivisional payable balance reflects 
the interdivisional financing requirements necessary to reflect FSD as a 
separate entity assuming no interdivisional balances were outstanding at 
June 4, 1994.  No provision for interest has been made on such 
interdivisional balances.

Property, plant and equipment:  Land, building, and equipment are 
capitalized at cost.  Depreciation is provided on the straight-line 
method over the estimated useful lives of the assets.  Ordinary repair 
and maintenance are expensed as incurred.

Debt:  None of the indebtedness of LFC has been secured or 
collateralized by the assets employed in FSD, and accordingly, there 
were no debt instruments or interest costs reflected.

Cash:  The only cash allocated to FSD were the nominal petty cash 
balances maintained at the distribution centers.

NOTE 2 - Receivables

Receivables consist of the following (in thousands):

                                            June 4,       October 30,
                                             1994            1993

Trade                                      $23,076         $20,112
Other                                          761           1,114
Allowance for doubtful accounts             (1,111)         (1,084)

                                           $22,726         $20,142

In 1991, FSD established a $2.4 million reserve for the possible bad 
debt from a major customer.  Due to improved circumstances, a portion of 
this reserve was reversed in 1993, resulting in an increase to net 
income of $1.9 million.

NOTE 3 - Inventories

Inventories consist of the following (in thousands):

                                            June 4,       October 30,
                                             1994            1993

Resale products                            $22,057         $21,249
Supplies                                       313             295

                                           $22,370         $21,544

NOTE 4 - Property, plant and equipment

Property, plant and equipment consist of the following (in thousands):

                                            June 4,      October 30,
                                             1994           1993

Land                                        $1,519         $1,519
Building and improvements                    8,787          8,656
Machinery and equipment                      9,714          9,445
Furniture and fixtures                       2,308          2,321
Transportation equipment                     7,050          7,516
Construction in progress                     2,212             47

                                            31,590         29,504

Less - accumulated depreciation            (12,507)       (11,756)

                                           $19,083        $17,748

NOTE 5 - Income taxes

LFC is taxed as an S Corporation under the Internal Revenue Code.  As 
such, it is not directly liable for federal and, with certain 
exceptions, state income taxes.  Rather, LFC's income, deductions, 
losses and credits pass directly through to its stockholders and such 
amounts are included in their individual income tax returns.  The 
provision for income taxes for FSD is based upon managements' estimate 
of those state income taxes applicable to FSD.

NOTE 6 - Commitments

LFC leases certain transportation equipment, distribution warehouses, 
and computer equipment applicable to FSD.  These leases are accounted 
for as operating leases.  The transportation equipment leases expire at 
various times over the next one to seven years and provide for month-to-
month renewals at the end of the primary terms.  The facility leases 
generally contain renewal options and escalation clauses and expire over 
the next three years.  Minimum gross rental commitments under these 
leases at October 30, 1993 are as follows (in thousands):

            1994                 $2,905
            1995                  1,620
            1996                  1,142
            1997                    901
            1998                    503
            Thereafter              109

                                 $7,180

Three of the FSD warehouses are leased from the Shareholder.  These 
leases expire in 1994.  Rental expense under these leases was $516,000 
in 1994 and $906,000 in 1993. 

Aggregate rental expense under all operating leases was $1,541,000 in 
1994 and $2,484,000 in 1993.

NOTE 7 - Employee benefit plans

All full-time employees who have at least one year of continuous 
employment are eligible to participate in the LFC's profit sharing plan.  
LFC's contribution is determined annually by its Board of Directors.  
The portion of the contribution allocated to the employees supporting 
FSD was $1,214,000 in 1993.  FSD has accrued $510,000 in the 1994 
results of operations.  LFC's policy is to fund amounts accrued.  The 
Company may terminate this plan at any time.

LFC has a deferred compensation plan for certain key employees which 
provides long-term incentives and an opportunity to participate in the 
equity appreciation of LFC.  Awards under the plan are based upon a 
combination of measured individual performance and financial performance 
of LFC.  Vested benefits at the time of retirement, death, disability or 
severance of employment are payable in ten annual installments at the 
time of retirement.  The expense for this plan associated with the 
eligible employees engaged directly in FSD totaled $76,000 in 1994 and 
$129,000 in 1993.  Such amounts have not been funded.  The deferred 
compensation plan has specific provisions for the sale of a division.  
Upon completion of the sale of FSD, the affected key employees will no 
longer be participants of the plan and their balances will be fully 
vested and the associated liability may be funded.  LFC has not 
determined the additional cost of this occurrence but the amount is not 
expected to be significant.

LFC established a retirement savings plan (401(k) Plan) on January 1, 
1993, under Section 401(k) of the Internal Revenue Code.  Employees who 
are at least 21 years old and who have completed one year of eligible 
service may become "participants" in the 401(k) Plan.  LFC matches 50% 
of the participant's contribution to the 401(k) plan not to exceed 3% of 
the participant's annual compensation or $1,500, if less.  The amounts 
expensed for LFC's matching contributions to the 401(k) Plan for 
employees supporting FSD were $129,000 in 1994 and $173,000 for 1993.

The financial statements for the 31 weeks ended June 4, 1994 include 
charges for the portion of LFC's annual budgeted expenses related to the 
profit sharing plan, deferred compensation plan, 401(k) Plan and 
employee bonuses applicable to this period.

In December 1990, the FASB issued Statement of Financial Accounting 
Standards (FAS) No. 106, "Employers' Accounting for Postretirement 
Benefits Other Than Pensions".  There is no postretirement benefit 
obligation associated with the foodservice distribution business.

In November 1992, the FASB issued FAS No. 112 "Employers' Accounting for 
Postemployment Benefits".  LFC does not believe that the amount of the 
liability, if any, will be material.

NOTE 8 - Related party transaction

FSD purchases mozzarella cheese products from LFC.  During 1994 and 1993 
FSD purchased $17.9 million and $27.1 million, respectively, for resale 
to customers.

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

     As described in Item 2, on August 22, 1994, the Company completed 
the acquisition of substantially all of the assets of Leprino Foods 
Company's specialty foodservice distribution business ("Leprino 
Distribution Business").

     As discussed in the Company's Form 8-K dated June 1, 1994, the 
Company completed the divestiture of its Frozen Specialty Foods business 
on June 1, 1994 and its Meats business on May 2, 1994.  The divestiture 
of the Frozen Specialty Foods business resulted in a net gain which 
will be reported in the Company's results of operations in the quarter 
ended August 31, 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 earnings for the 
three months ended May 31, 1994, the statement of operations for the 
year ended February 28, 1994 and the balance sheet as of May 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 and its quarterly report on Form 10-Q 
for the three months ended May 31, 1994.

International Multifoods Corporation and Subsidiaries
Pro Forma Consolidated Condensed Balance Sheet
May 31, 1994
(Unaudited)

(in thousands)
Pro Forma
                                                 --------------------------------------
                                                    Adjustments (a)(b)
                                                 -------------------------
                                    Historical   Divestiture   Acquisition      Results
Assets
Current assets:
  Cash and equivalents                $ 16,052     $       0      $      0     $ 16,052
  Trade accounts receivable,
    net of allowance                   133,593        (9,525)       21,851      145,919
  Inventories                          203,266       (22,376)       22,370      203,260
  Other current assets                  66,443         1,190           323       67,956
      Total current assets             419,354       (30,711)       44,544      433,187

Property, plant and
  equipment, net                       238,548       (43,598)       31,083      226,033
Goodwill                                71,216       (10,977)       34,500       94,739 
Other assets                            55,744       (19,120)       21,092       57,716
Total assets                          $784,862     $(104,406)     $131,219     $811,675

Liabilities and Shareholders' Equity
Current liabilities:
  Notes payable                       $ 62,753     $(135,772)     $110,000     $ 36,981
  Current portion of 
    long-term debt                       3,522          (172)            0        3,350
  Accounts payable                     138,446        (6,700)       16,567      148,313
  Other current liabilities             80,869        22,088         4,652      107,609
      Total current liabilities        285,590      (120,556)      131,219      296,253

Long-term debt, net of 
  current portion                      188,939             0             0      188,939
Other liabilities                       63,776       (13,488)            0       50,288
      Total liabilities                538,305      (134,044)      131,219      535,480

Redeemable preferred stock               3,626             0             0        3,626

Shareholders' equity                   242,931        29,638             0      272,569

Total liabilities and 
  shareholders' equity                $784,862     $(104,406)     $131,219     $811,675
(a) The pro forma adjustments assume that the Frozen Specialty Foods 
divestiture and the Leprino Distribution Business acquisition took place 
on May 31, 1994. The Meats business divestiture was completed on May 2, 
1994 and, accordingly, the historical balance sheet reflects the effects 
of this transaction. The Frozen Specialty Foods divestiture adjustments 
reflect the application of proceeds, the elimination of assets 
transferred to and liabilities assumed by the buyer, and accruals for 
estimated additional costs directly attributable to the divestiture. 
The application of proceeds from the divestiture are assumed to reduce
debt obligations. The Leprino Distribution Business acquisition adjustments
reflect the purchase of assets and assumption of liabilities, the use of the
Frozen Specialty Foods divestiture proceeds to fund the purchase and the
recognition of goodwill and other intangible assets.

(b) Goodwill and other assets represent an estimate of the intangible 
assets associated with the acquisition.

International Multifoods Corporation and Subsidiaries
Pro Forma Consolidated Condensed Statement of Earnings
Three Months Ended May 31, 1994
(Unaudited)

(in thousands, except  per share data)
Pro Forma
                                                 --------------------------------------
                                                    Adjustments (a)
                                                 -------------------------

                                    Historical   Divestitures  Acquisition      Results
Net sales                             $579,730      $(58,345)     $108,056     $629,441
Cost of sales                         (480,811)       41,942       (95,993)    (534,862)
Delivery and distribution              (34,553)        3,893        (6,039)     (36,699)
Selling, general 
  and administrative                   (55,616)       10,989        (4,812)     (49,439)
Interest, net                           (3,355)        1,401(b)     (1,100)(c)   (3,054)
Corporate                                 (333)            0             0         (333)

  Earnings (loss) before
    income taxes                         5,062          (120)          112        5,054

Income taxes                            (2,025)          130           (45)      (1,940)
      Net earnings                    $  3,037      $     10      $     67     $  3,114

Net earnings per share 
  of common stock                     $    .17      $      0      $      0     $    .17

Average shares of common
  stock outstanding                     18,107                                   18,107
(a) The pro forma statement of earnings for the three months ended May 
31, 1994 assumes that the Frozen Specialty Foods and Meats businesses 
divestitures and the Leprino Distribution Business acquisition took 
place on March 1, 1994. The pro forma divestitures 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 pro forma acquisition adjustments include the net 
sales and expenses of the acquired business for the three months ended 
May 31, 1994, amortization of goodwill, depreciation and other 
adjustments based on the allocated purchase price of net assets 
acquired, and calculation of income taxes based on the Company's tax 
rate. The pro forma adjustments do not include the benefits from 
synergies the Company anticipates realizing in the future from the 
integration of the acquired business and the Company's pizza restaurant
distribution business. The pro forma adjustments also do not include 
charges the Company will report in the second quarter ended 
August 31, 1994 for integrating these businesses. The Company is 
currently in the process of estimating the costs associated with the 
integration, which will include the closing of duplicate facilities of 
the Company.

(b) The pro forma adjustment to reduce interest expense from the 
divestitures is the result of net proceeds which were used to reduce debt 
obligations. Net proceeds represent the aggregate sales price reduced by 
additional costs directly attributable to the divestiture transactions, 
including taxes.

(c) The acquisition pro forma adjustment results in an increase to 
interest expense as a result of debt obligations incurred to fund the 
purchase price.

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

(in thousands, except  per share data)
Pro Forma
                                                 --------------------------------------
                                                    Adjustments (a)
                                                 -------------------------
                                    Historical   Divestitures  Acquisition       Results
Net sales                           $2,224,710     $(259,628)     $368,947    $2,334,029
Cost of sales                       (1,810,248)      187,036      (325,399)   (1,948,611)
Delivery and distribution             (141,838)       16,491       (21,293)     (146,640)
Selling, general
  and administrative                  (203,797)       46,285       (18,075)     (175,587)
Unusual items                          (70,007)                                  (70,007)
Interest, net                          (10,685)        4,290(b)     (3,630)(c)   (10,025)
Corporate                                 (852)                                     (852)

Losses from unconsolidated
  affiliates                           (12,187)                                  (12,187)

    Earnings (loss) before
      income taxes                     (24,904)      (5,526)           550       (29,880)
Income taxes                            11,466        2,376           (256)       13,586
        Net earnings (loss)         $  (13,438)    $ (3,150)      $    294    $  (16,294)

Net earnings (loss) per
  share of common stock             $     (.72)    $   (.17)      $    .02    $     (.87)

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 the Frozen Specialty Foods and Meats businesses 
divestitures and the Leprino Distribution Business acquisition took 
place on March 1, 1993. The pro forma divestitures adjustments include 
the elimination of net sales and expenses of the businesses. 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. The pro 
forma acquisition adjustments include the net sales and expenses of the 
acquired business for the fiscal year ended November 30, 1993, 
amortization of goodwill, depreciation and other adjustments based on 
the allocated purchase price of net assets acquired, and calculation of 
income taxes based on the Company's tax rate. The pro forma adjustments 
do not include the benefits from synergies the Company anticipates 
realizing in the future from the integration of the acquired business 
and the Company's pizza restaurant distribution business. The pro forma 
adjustments also do not include charges the Company will report 
in the second quarter ended August 31, 1994 for integrating 
these businesses. The Company is currently in the process of estimating 
the costs associated with the integration, which will include the 
closing of duplicate facilities of the Company.

(b) The pro forma adjustment to reduce interest expense from the 
divestitures is the result of net proceeds which were used to reduce debt 
obligations. Net proceeds represent the aggregate sales price reduced by 
additional costs directly attributable to the divestiture transactions, 
including taxes.

(c) The acquisition pro forma adjustment results in an increase to 
interest expense as a result of debt obligations incurred to fund the 
purchase price.

                                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:   September 2, 1994     By  /s/  Duncan H. Cocroft
                                 Duncan H. Cocroft
                                 Vice President - Finance and
                                 Chief Financial Officer

                                EXHIBIT INDEX

     2.1     Asset Purchase Agreement among Multifoods Distribution,
             Inc. (Buyer), International Multifoods Corporation 
             (Buyer's Parent) and Leprino Foods Company (Seller) and 
             James G. Leprino (Seller's Shareholder) dated as of 
             July 29, 1994.