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


                               JULY 14, 1997
                     _________________________________
                     (Date of earliest event reported)


                     SAVANNAH FOODS & INDUSTRIES, INC.
           ______________________________________________________
           (Exact name of Registrant as specified in its charter)


      DELAWARE                1-11420               58-1089367
     ______________     _____________________      __________________
     (State of          (Commission File No.)      (IRS Employer
     Incorporation)                                Identification No.)


                   P.O. BOX 339, SAVANNAH, GEORGIA 31402
       ____________________________________________________________ 
        (Address of principal executive offices, including zip code)


                               (912) 234-1261
            ____________________________________________________
            (Registrant's telephone number, including area code)


                               NOT APPLICABLE
       _____________________________________________________________
       (Former name or former address, if changed since last report)



          ITEM 5.   OTHER EVENTS.

                    For simplicity, the entities referred to herein
          are as follows:

                    Company - Savannah Foods & Industries, Inc.

                    Flo-Sun - Flo-Sun Incorporated

                    Florida Crystals - XSF Holdings, Inc. XSF
          Holdings is currently a subsidiary of Flo-Sun which will
          hold the United States based sugar operations of the
          Restructured Companies.

                    Restructured Companies - refers to ODH
          Corporation, a Delaware corporation ("ODH"), Okeelanta
          Corporation, a Delaware corporation ("Okeelanta"), and
          Flo-Sun Land Corporation, a Florida corporation ("FSL"). 
          Pursuant to a restructuring (the "Restructuring") to be
          consummated immediately prior to the consummation of the
          merger described below, such companies will become
          subsidiaries of Florida Crystals.

                    DXE Merger Corp. - a wholly owned subsidiary of
          XSF Holdings, Inc. established for purposes of this
          transaction with which Savannah Foods & Industries, Inc.
          is anticipated to merge.

                                  *********

                    On July 14, 1997, Savannah Foods & Industries,
          Inc., a Delaware corporation (the "Company"), entered
          into an Agreement and Plan of Merger (the "Merger
          Agreement") with XSF Holdings, Inc., a Delaware
          corporation ("XSF Holdings"), DXE Merger Corp., a
          Delaware corporation and a wholly owned subsidiary of XSF
          Holdings ("DXE"), and Flo-Sun Incorporated, a Florida
          corporation ("Flo-Sun").  Pursuant to and subject to the
          terms and conditions of the Merger Agreement, DXE will
          merge with and into the Company, with the Company
          surviving as a wholly-owned subsidiary of XSF Holdings
          (the "Merger" and, together with the other transactions
          contemplated by the Merger Agreement, the
          "Transactions").  A copy of the Merger Agreement is
          attached as Exhibit 99.1 hereto and is incorporated
          herein by reference.
           
                    Pursuant to the Merger and the Merger
          Agreement, each share of Common Stock, par value $.25 per
          share, of the Company (the "Company Common Stock") issued
          and outstanding immediately prior to the date of the
          Merger (the "Effective Time") shall (other than any
          shares of Company Common Stock held by the Company as
          treasury stock or owned by XSF Holdings or any subsidiary
          of XSF Holdings immediately prior to the Effective Time)
          be converted into the right to receive one share of Class
          A Common Stock, par value $.01 per share (the "Class A
          Common Stock"), of XSF Holdings. 

                    Upon completion of the Merger, and assuming all
          holders of equity securities of the Restructured
          Companies accept the proposal that has been made to
          them to participate in the Restructuring (see below),
          Flo-Sun will own approximately 39.4% of the capital
          stock of XSF Holdings, certain other stockholders of the
          Restructured Companies will own approximately 19.1% of
          the capital stock of XSF Holdings, and current
          stockholders of the Company will in the aggregate have
          the right to receive approximately 41.5% of the capital
          stock of XSF Holdings.  In the event that holders of
          fewer than 100% of the equity securities of the
          Restructured Companies participate in the Restructuring,
          the current stockholders of the Company will in the
          aggregate receive proportionately more than 41.5% of the
          capital stock of XSF Holdings.  Flo-Sun's interest will
          be held in shares of Class B Common Stock, par value $.01
          per share (the "Class B Common Stock"), of XSF Holdings. 
          Each share of Class B Common Stock will entitle the
          holder thereof to eight votes on all matters submitted to
          a vote of the stockholders of XSF Holdings.  Each share
          of Class A Common Stock will entitle the holder thereof
          to one vote on all such matters.

                    A copy of the unaudited condensed combined
          financial statements of XSF Holdings is attached as
          Exhibit 99.2 hereto and is incorporated herein by
          reference.  Such financial statements are presented as
          if all holders of equity securities of the Restructured
          Companies accept the proposal that has been made to
          them to participate in the Restructuring.  As of July 17,
          1997, over 80% of such equity securities were committed
          to participate in the Restructuring (including all of the
          equity securities of FSL).  No assurances can be given
          that the remaining holders of equity securities of the
          Restructured Companies will elect to participate in the
          Restructuring. Any such holder who does not participate
          would continue to own equity securities of ODH or
          Okeelanta, as the case may be, after consummation of the
          Restructuring.

                    Consummation of the Merger is subject to
          certain conditions, including, among other things,
          approval by the stockholders of the Company, expiration
          of the applicable waiting period under the Hart-Scott-
          Rodino Antitrust Improvements Act of 1976, as amended,
          the effectiveness of the registration statement relating
          to the shares of Class A Common Stock issued in
          connection with the Merger and the listing of such
          shares.

                    In addition, the Company entered into an
          amendment, dated as of July 14, 1997, (the "Rights
          Agreement Amendment"), to its Rights Agreement, dated as
          of March 31, 1989, for the purpose of excluding XSF
          Holdings, DXE and Flo-Sun from the definition of
          Acquiring Person as a result of the approval, execution
          or delivery of the Merger Agreement or consummation of
          the Transactions.  A copy of the Rights Agreement
          Amendment is attached as Exhibit 99.3 hereto and is
          incorporated herein by reference.
           
                    On July 15, 1997, the Company and XSF Holdings
          issued a joint press release announcing, among other
          things, the execution of the Merger Agreement.  A copy of
          such press release is filed as Exhibit 99.4 hereto and is
          incorporated herein by reference.

                    The above information is only a brief
          description of certain of the terms of the Merger
          Agreement, the Rights Agreement Amendment and the
          transactions contemplated thereby.  Such description does
          not purport to be complete and is qualified in its
          entirety by reference to Exhibits 99.1, 99.2, 99.3 and
          99.4 hereto.

          ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                    INFORMATION AND EXHIBITS.

          (a)  FINANCIAL STATEMENTS OF THE BUSINESSES ACQUIRED.

               Not Applicable.

          (b)  PRO FORMA FINANCIAL INFORMATION.

               Not Applicable.

          (c)  EXHIBITS:

          EX. NO.        DESCRIPTION

          99.1           Agreement and Plan of Merger, dated as of
                         July 14, 1997, by and among XSF Holdings,
                         DXE, the Company and Flo-Sun.

          99.2           Unaudited condensed combined financial
                         statements of XSF Holdings.

          99.3           First Amendment, dated as of July 14,
                         1997, to the Rights Agreement, dated as of
                         March 31, 1989, between the Company and
                         Wachovia Bank, N.A., as successor Rights
                         Agent to Citizens and Southern Trust
                         Company (Georgia), N.A.

          99.4           Text of Press Release issued by the
                         Company and XSF Holdings on July 15, 1997.



                                  SIGNATURE

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the Company has duly caused this
          report to be signed on its behalf by the undersigned
          hereunto duly authorized.

          Dated:  July 21, 1997

                                   SAVANNAH FOODS & INDUSTRIES,
                                      INC.

                                   By:  /s/ Gregory H. Smith
                                        ---------------------------
                                        Gregory H. Smith
                                        Senior Vice President,
                                        Chief Financial Officer and
                                        Treasurer



                                EXHIBIT INDEX

          EX. NO.        DESCRIPTION

          99.1           Agreement and Plan of Merger, dated as of
                         July 14, 1997, by and among XSF Holdings,
                         DXE, the Company and Flo-Sun.

          99.2           Unaudited condensed combined financial
                         statements of XSF Holdings.

          99.3           First Amendment, dated as of July 14,
                         1997, to the Rights Agreement, dated as of
                         March 31, 1989, between the Company and
                         Wachovia Bank, N.A., as successor Rights
                         Agent to Citizens and Southern Trust
                         Company (Georgia), N.A.

          99.4           Text of Press Release issued by the
                         Company and XSF Holdings on July 15, 1997.
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{"company-data": {"conformed-name": "SAVANNAH FOODS & INDUSTRIES INC", "cik": "0000086941", "assigned-sic": "2060", "irs-number": "581089367", "state-of-incorporation": "DE", "fiscal-year-end": "0929"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11420", "film-number": "97642915"}, "business-address": {"street1": "P O BOX 339", "city": "SAVANNAH", "state": "GA", "zip": "31402", "phone": "9122341261"}}
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

                               JULY 14, 1997
                     _________________________________
                     (Date of earliest event reported)

                     SAVANNAH FOODS & INDUSTRIES, INC.
           ______________________________________________________
           (Exact name of Registrant as specified in its charter)

      DELAWARE                1-11420               58-1089367
     ______________     _____________________      __________________
     (State of          (Commission File No.)      (IRS Employer
     Incorporation)                                Identification No.)

                   P.O. BOX 339, SAVANNAH, GEORGIA 31402
       ____________________________________________________________ 
        (Address of principal executive offices, including zip code)

                               (912) 234-1261
            ____________________________________________________
            (Registrant's telephone number, including area code)

                               NOT APPLICABLE
       _____________________________________________________________
       (Former name or former address, if changed since last report)

          ITEM 5.   OTHER EVENTS.

                    For simplicity, the entities referred to herein
          are as follows:

                    Company - Savannah Foods & Industries, Inc.

                    Flo-Sun - Flo-Sun Incorporated

                    Florida Crystals - XSF Holdings, Inc. XSF
          Holdings is currently a subsidiary of Flo-Sun which will
          hold the United States based sugar operations of the
          Restructured Companies.

                    Restructured Companies - refers to ODH
          Corporation, a Delaware corporation ("ODH"), Okeelanta
          Corporation, a Delaware corporation ("Okeelanta"), and
          Flo-Sun Land Corporation, a Florida corporation ("FSL"). 
          Pursuant to a restructuring (the "Restructuring") to be
          consummated immediately prior to the consummation of the
          merger described below, such companies will become
          subsidiaries of Florida Crystals.

                    DXE Merger Corp. - a wholly owned subsidiary of
          XSF Holdings, Inc. established for purposes of this
          transaction with which Savannah Foods & Industries, Inc.
          is anticipated to merge.

                                  *********

                    On July 14, 1997, Savannah Foods & Industries,
          Inc., a Delaware corporation (the "Company"), entered
          into an Agreement and Plan of Merger (the "Merger
          Agreement") with XSF Holdings, Inc., a Delaware
          corporation ("XSF Holdings"), DXE Merger Corp., a
          Delaware corporation and a wholly owned subsidiary of XSF
          Holdings ("DXE"), and Flo-Sun Incorporated, a Florida
          corporation ("Flo-Sun").  Pursuant to and subject to the
          terms and conditions of the Merger Agreement, DXE will
          merge with and into the Company, with the Company
          surviving as a wholly-owned subsidiary of XSF Holdings
          (the "Merger" and, together with the other transactions
          contemplated by the Merger Agreement, the
          "Transactions").  A copy of the Merger Agreement is
          attached as Exhibit 99.1 hereto and is incorporated
          herein by reference.
           
                    Pursuant to the Merger and the Merger
          Agreement, each share of Common Stock, par value $.25 per
          share, of the Company (the "Company Common Stock") issued
          and outstanding immediately prior to the date of the
          Merger (the "Effective Time") shall (other than any
          shares of Company Common Stock held by the Company as
          treasury stock or owned by XSF Holdings or any subsidiary
          of XSF Holdings immediately prior to the Effective Time)
          be converted into the right to receive one share of Class
          A Common Stock, par value $.01 per share (the "Class A
          Common Stock"), of XSF Holdings. 

                    Upon completion of the Merger, and assuming all
          holders of equity securities of the Restructured
          Companies accept the proposal that has been made to
          them to participate in the Restructuring (see below),
          Flo-Sun will own approximately 39.4% of the capital
          stock of XSF Holdings, certain other stockholders of the
          Restructured Companies will own approximately 19.1% of
          the capital stock of XSF Holdings, and current
          stockholders of the Company will in the aggregate have
          the right to receive approximately 41.5% of the capital
          stock of XSF Holdings.  In the event that holders of
          fewer than 100% of the equity securities of the
          Restructured Companies participate in the Restructuring,
          the current stockholders of the Company will in the
          aggregate receive proportionately more than 41.5% of the
          capital stock of XSF Holdings.  Flo-Sun's interest will
          be held in shares of Class B Common Stock, par value $.01
          per share (the "Class B Common Stock"), of XSF Holdings. 
          Each share of Class B Common Stock will entitle the
          holder thereof to eight votes on all matters submitted to
          a vote of the stockholders of XSF Holdings.  Each share
          of Class A Common Stock will entitle the holder thereof
          to one vote on all such matters.

                    A copy of the unaudited condensed combined
          financial statements of XSF Holdings is attached as
          Exhibit 99.2 hereto and is incorporated herein by
          reference.  Such financial statements are presented as
          if all holders of equity securities of the Restructured
          Companies accept the proposal that has been made to
          them to participate in the Restructuring.  As of July 17,
          1997, over 80% of such equity securities were committed
          to participate in the Restructuring (including all of the
          equity securities of FSL).  No assurances can be given
          that the remaining holders of equity securities of the
          Restructured Companies will elect to participate in the
          Restructuring. Any such holder who does not participate
          would continue to own equity securities of ODH or
          Okeelanta, as the case may be, after consummation of the
          Restructuring.

                    Consummation of the Merger is subject to
          certain conditions, including, among other things,
          approval by the stockholders of the Company, expiration
          of the applicable waiting period under the Hart-Scott-
          Rodino Antitrust Improvements Act of 1976, as amended,
          the effectiveness of the registration statement relating
          to the shares of Class A Common Stock issued in
          connection with the Merger and the listing of such
          shares.

                    In addition, the Company entered into an
          amendment, dated as of July 14, 1997, (the "Rights
          Agreement Amendment"), to its Rights Agreement, dated as
          of March 31, 1989, for the purpose of excluding XSF
          Holdings, DXE and Flo-Sun from the definition of
          Acquiring Person as a result of the approval, execution
          or delivery of the Merger Agreement or consummation of
          the Transactions.  A copy of the Rights Agreement
          Amendment is attached as Exhibit 99.3 hereto and is
          incorporated herein by reference.
           
                    On July 15, 1997, the Company and XSF Holdings
          issued a joint press release announcing, among other
          things, the execution of the Merger Agreement.  A copy of
          such press release is filed as Exhibit 99.4 hereto and is
          incorporated herein by reference.

                    The above information is only a brief
          description of certain of the terms of the Merger
          Agreement, the Rights Agreement Amendment and the
          transactions contemplated thereby.  Such description does
          not purport to be complete and is qualified in its
          entirety by reference to Exhibits 99.1, 99.2, 99.3 and
          99.4 hereto.

          ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                    INFORMATION AND EXHIBITS.

          (a)  FINANCIAL STATEMENTS OF THE BUSINESSES ACQUIRED.

               Not Applicable.

          (b)  PRO FORMA FINANCIAL INFORMATION.

               Not Applicable.

          (c)  EXHIBITS:

          EX. NO.        DESCRIPTION

          99.1           Agreement and Plan of Merger, dated as of
                         July 14, 1997, by and among XSF Holdings,
                         DXE, the Company and Flo-Sun.

          99.2           Unaudited condensed combined financial
                         statements of XSF Holdings.

          99.3           First Amendment, dated as of July 14,
                         1997, to the Rights Agreement, dated as of
                         March 31, 1989, between the Company and
                         Wachovia Bank, N.A., as successor Rights
                         Agent to Citizens and Southern Trust
                         Company (Georgia), N.A.

          99.4           Text of Press Release issued by the
                         Company and XSF Holdings on July 15, 1997.

                                  SIGNATURE

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the Company has duly caused this
          report to be signed on its behalf by the undersigned
          hereunto duly authorized.

          Dated:  July 21, 1997

                                   SAVANNAH FOODS & INDUSTRIES,
                                      INC.

                                   By:  /s/ Gregory H. Smith
                                        ---------------------------
                                        Gregory H. Smith
                                        Senior Vice President,
                                        Chief Financial Officer and
                                        Treasurer

                                EXHIBIT INDEX

          EX. NO.        DESCRIPTION

          99.1           Agreement and Plan of Merger, dated as of
                         July 14, 1997, by and among XSF Holdings,
                         DXE, the Company and Flo-Sun.

          99.2           Unaudited condensed combined financial
                         statements of XSF Holdings.

          99.3           First Amendment, dated as of July 14,
                         1997, to the Rights Agreement, dated as of
                         March 31, 1989, between the Company and
                         Wachovia Bank, N.A., as successor Rights
                         Agent to Citizens and Southern Trust
                         Company (Georgia), N.A.

          99.4           Text of Press Release issued by the
                         Company and XSF Holdings on July 15, 1997.