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): September 12, 1997


                    Savannah Foods & Industries, Inc.
     ---------------------------------------------------------------
          (Exact name of registrant as specified in its charter)


      Delaware                    1-11420                 58-1089367
   ---------------       ------------------------    --------------------
   (State or other       (Commission File Number)        (IRS Employer
   jurisdiction of                                   Identification No.)
   incorporation)


        P.O. Box 339, Savannah, Georgia                    31402
   ------------------------------------------------------------------
    (Address of principal executive offices)            (Zip Code)


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


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




          Item 5.   Other Events.

                    On September 12, 1997, Savannah Foods &
          Industries, Inc., a Delaware corporation (the
          "Company"), entered into an Agreement and Plan of Merger
          (the "Merger Agreement") with Imperial Holly Corporation,
          a Texas corporation ("IHK"), and IHK Merger Sub
          Corporation, a Delaware corporation and a wholly owned
          subsidiary of IHK ("Merger Sub").  Pursuant to and
          subject to the terms of the Merger Agreement, IHK will
          commence a cash tender offer (the "Offer") to purchase
          50.1% of all outstanding shares (on a fully diluted
          basis) of common stock, par value $.25 per share, of the
          Company (the "Company Common Stock"), at a price of
          $20.25 per share, net to the seller in cash.  The Offer
          is conditioned upon, among other things, the tender of at
          least 50.1% of the outstanding shares of Company Common
          Stock.  Following the successful completion of the Offer,
          upon the terms and subject to the conditions contained in
          the Merger Agreement, Merger Sub will be merged with and
          into the Company (the "Merger"), with the Company as the
          surviving corporation.  At the effective time of the
          Merger, each remaining issued and outstanding share of
          Company Common Stock (other than those held by IHK or any
          direct or indirect subsidiary of IHK) shall, subject to
          dissenters rights, be converted into the right to receive
          either (i) $20.25 of common stock, without par value, of
          IHK (the "IHK Common Stock"), subject to a collar of
          $13.25 to $17.25 per share of IHK Common Stock, or (ii)
          $20.25 in cash (the "Cash Consideration"), subject to
          proration.  The aggregate number of shares of Company
          Common Stock to be converted into the right to receive
          IHK Common Stock pursuant to the Merger will be equal 30%
          of all outstanding shares of Company Common Stock at the
          time of the Merger; and the number of shares of Company
          Common Stock to be converted into the right to receive
          the Cash Consideration pursuant to the Merger will be
          equal to 19.9% of all outstanding shares of Company
          Common Stock at the time of the Merger.  A copy of the
          Merger Agreement is attached as Exhibit 99.8 hereto and
          is incorporated herein by reference.  

                    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 IHK Common Stock to be issued in
          connection with the Merger and the listing of such
          shares.  IHK has received a commitment letter from Lehman
          Brothers Commercial Paper Inc. for the funds necessary to
          consummate the Offer and the Merger.

                    Prior to executing the Merger Agreement, on
          September 12, 1997 the Company terminated the Agreement
          and Plan of Merger, dated as of July 14, 1997 (the "Flo-
          Sun Merger Agreement"), among XSF Holdings, Inc., DXE
          Merger Corp., Flo-Sun Incorporated ("Flo-Sun") and the
          Company.  Pursuant to the terms of the Flo-Sun Merger
          Agreement, the Company paid Flo-Sun a termination fee
          equal to $5,000,000 and is obligated to reimburse Flo-Sun
          for up to $3,000,000 in expenses.

                    In addition, the Company entered into an
          amendment, dated as of September 12, 1997 (the "Second
          Rights Agreement Amendment"), to its  Rights Agreement,
          dated as of March 31, 1989, as amended as of July 14,
          1997, for the purpose of excluding IHK and Merger Sub
          from the definition of Acquiring Person as a result of
          the approval, execution or delivery of the Merger
          Agreement or consummation of the transactions
          contemplated thereby.  A copy of the Second Rights
          Agreement Amendment is attached as Exhibit 99.9 hereto
          and is incorporated herein by reference.  

                    On September 12, 1997, the Company and IHK
          issued a joint press release announcing, among other
          things, the execution of the Merger Agreement.  A copy of
          such press release is attached as Exhibit 99.10 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 Second 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 99.8, 99.9 and 99.10
          hereto.

          Item 7.   Financial Statements, Pro Forma Financial 
                    Information and Exhibits.

          (a)  Financial Statements of the Business Acquired.

               Not Applicable.

          (b)  Pro Forma Financial Information.

               Not Applicable.

          (c)  Exhibits:


          Exhibit No.         Description
          -----------         -----------
          99.8           Agreement and Plan of Merger, dated as of
                         September 12, 1997, among IHK, Merger Sub
                         and the Company.

          99.9           Second Amendment, dated as of September
                         12, 1997, to the Rights Agreement, dated
                         as of March 31, 1989, as amended as of
                         July 14, 1997, between the Company and
                         Wachovia Bank, N.A., as successor Rights
                         Agent to Citizens and Southern Trust
                         Company (Georgia), N.A.

          99.10          Text of Press Release issued by the
                         Company and IHK on September 12, 1997.



                                  SIGNATURE

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

          Dated:  September 19, 1997

                                        SAVANNAH FOODS & 
                                          INDUSTRIES, INC.

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



                                Exhibit Index


          Exhibit No.         Description
          -----------         -----------
          99.8           Agreement and Plan of Merger, dated as of
                         September 12, 1997, among IHK, Merger Sub
                         and the Company.

          99.9           Second Amendment, dated as of September
                         12, 1997, to the Rights Agreement, dated
                         as of March 31, 1989, as amended as of
                         July 14, 1997, between the Company and
                         Wachovia Bank, N.A., as successor Rights
                         Agent to Citizens and Southern Trust
                         Company (Georgia), N.A.

          99.10          Text of Press Release issued by the
                         Company and IHK on September 12, 1997.
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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): September 12, 1997

                    Savannah Foods & Industries, Inc.
     ---------------------------------------------------------------
          (Exact name of registrant as specified in its charter)

      Delaware                    1-11420                 58-1089367
   ---------------       ------------------------    --------------------
   (State or other       (Commission File Number)        (IRS Employer
   jurisdiction of                                   Identification No.)
   incorporation)

        P.O. Box 339, Savannah, Georgia                    31402
   ------------------------------------------------------------------
    (Address of principal executive offices)            (Zip Code)

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

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

          Item 5.   Other Events.

                    On September 12, 1997, Savannah Foods &
          Industries, Inc., a Delaware corporation (the
          "Company"), entered into an Agreement and Plan of Merger
          (the "Merger Agreement") with Imperial Holly Corporation,
          a Texas corporation ("IHK"), and IHK Merger Sub
          Corporation, a Delaware corporation and a wholly owned
          subsidiary of IHK ("Merger Sub").  Pursuant to and
          subject to the terms of the Merger Agreement, IHK will
          commence a cash tender offer (the "Offer") to purchase
          50.1% of all outstanding shares (on a fully diluted
          basis) of common stock, par value $.25 per share, of the
          Company (the "Company Common Stock"), at a price of
          $20.25 per share, net to the seller in cash.  The Offer
          is conditioned upon, among other things, the tender of at
          least 50.1% of the outstanding shares of Company Common
          Stock.  Following the successful completion of the Offer,
          upon the terms and subject to the conditions contained in
          the Merger Agreement, Merger Sub will be merged with and
          into the Company (the "Merger"), with the Company as the
          surviving corporation.  At the effective time of the
          Merger, each remaining issued and outstanding share of
          Company Common Stock (other than those held by IHK or any
          direct or indirect subsidiary of IHK) shall, subject to
          dissenters rights, be converted into the right to receive
          either (i) $20.25 of common stock, without par value, of
          IHK (the "IHK Common Stock"), subject to a collar of
          $13.25 to $17.25 per share of IHK Common Stock, or (ii)
          $20.25 in cash (the "Cash Consideration"), subject to
          proration.  The aggregate number of shares of Company
          Common Stock to be converted into the right to receive
          IHK Common Stock pursuant to the Merger will be equal 30%
          of all outstanding shares of Company Common Stock at the
          time of the Merger; and the number of shares of Company
          Common Stock to be converted into the right to receive
          the Cash Consideration pursuant to the Merger will be
          equal to 19.9% of all outstanding shares of Company
          Common Stock at the time of the Merger.  A copy of the
          Merger Agreement is attached as Exhibit 99.8 hereto and
          is incorporated herein by reference.  

                    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 IHK Common Stock to be issued in
          connection with the Merger and the listing of such
          shares.  IHK has received a commitment letter from Lehman
          Brothers Commercial Paper Inc. for the funds necessary to
          consummate the Offer and the Merger.

                    Prior to executing the Merger Agreement, on
          September 12, 1997 the Company terminated the Agreement
          and Plan of Merger, dated as of July 14, 1997 (the "Flo-
          Sun Merger Agreement"), among XSF Holdings, Inc., DXE
          Merger Corp., Flo-Sun Incorporated ("Flo-Sun") and the
          Company.  Pursuant to the terms of the Flo-Sun Merger
          Agreement, the Company paid Flo-Sun a termination fee
          equal to $5,000,000 and is obligated to reimburse Flo-Sun
          for up to $3,000,000 in expenses.

                    In addition, the Company entered into an
          amendment, dated as of September 12, 1997 (the "Second
          Rights Agreement Amendment"), to its  Rights Agreement,
          dated as of March 31, 1989, as amended as of July 14,
          1997, for the purpose of excluding IHK and Merger Sub
          from the definition of Acquiring Person as a result of
          the approval, execution or delivery of the Merger
          Agreement or consummation of the transactions
          contemplated thereby.  A copy of the Second Rights
          Agreement Amendment is attached as Exhibit 99.9 hereto
          and is incorporated herein by reference.  

                    On September 12, 1997, the Company and IHK
          issued a joint press release announcing, among other
          things, the execution of the Merger Agreement.  A copy of
          such press release is attached as Exhibit 99.10 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 Second 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 99.8, 99.9 and 99.10
          hereto.

          Item 7.   Financial Statements, Pro Forma Financial 
                    Information and Exhibits.

          (a)  Financial Statements of the Business Acquired.

               Not Applicable.

          (b)  Pro Forma Financial Information.

               Not Applicable.

          (c)  Exhibits:

          Exhibit No.         Description
          -----------         -----------
          99.8           Agreement and Plan of Merger, dated as of
                         September 12, 1997, among IHK, Merger Sub
                         and the Company.

          99.9           Second Amendment, dated as of September
                         12, 1997, to the Rights Agreement, dated
                         as of March 31, 1989, as amended as of
                         July 14, 1997, between the Company and
                         Wachovia Bank, N.A., as successor Rights
                         Agent to Citizens and Southern Trust
                         Company (Georgia), N.A.

          99.10          Text of Press Release issued by the
                         Company and IHK on September 12, 1997.

                                  SIGNATURE

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

          Dated:  September 19, 1997

                                        SAVANNAH FOODS & 
                                          INDUSTRIES, INC.

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

                                Exhibit Index

          Exhibit No.         Description
          -----------         -----------
          99.8           Agreement and Plan of Merger, dated as of
                         September 12, 1997, among IHK, Merger Sub
                         and the Company.

          99.9           Second Amendment, dated as of September
                         12, 1997, to the Rights Agreement, dated
                         as of March 31, 1989, as amended as of
                         July 14, 1997, between the Company and
                         Wachovia Bank, N.A., as successor Rights
                         Agent to Citizens and Southern Trust
                         Company (Georgia), N.A.

          99.10          Text of Press Release issued by the
                         Company and IHK on September 12, 1997.