================================================================================
                     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):
                         July 15, 2003 (July 11, 2003)


                             AURORA FOODS INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



         Delaware                     001-14255                  94-3303521
(STATE OR OTHER JURISDICTION    (COMMISSION FILE NO.)         (I.R.S. EMPLOYER
    OF INCORPORATION OR                                   IDENTIFICATION NUMBER)
       ORGANIZATION)

              11432 Lackland Road
              St. Louis, Missouri                                  63146
      (ADDRESS OF PRINCIPAL EXECUTIVE                           (ZIP CODE)
                   OFFICE)


                              (314) 801 - 2300
            (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


                                    N/A
    (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF APPLICABLE)

================================================================================

<PAGE>



ITEM 1(b).  CHANGES IN CONTROL OF REGISTRANT.

         On July 11, 2003, Aurora Foods Inc. (the "Company") entered into a
definitive agreement (the "Stock Purchase Agreement") with regard to its
previously announced agreement in principle with J.W. Childs Equity
Partners, L.P. III, (the "Investor"), an affiliate of J.W. Childs
Associates, L.P. Under the terms of the Stock Purchase Agreement, the
Investor will make a $200 million equity investment in the Company in a
transaction valued at approximately $925 million. The equity investment by
the Investor is part of a comprehensive financial restructuring designed to
reduce the Company's outstanding indebtedness, strengthen its balance sheet
and improve its liquidity.

         The terms of the Stock Purchase Agreement call for the Investor to
purchase shares of the Company's common stock representing a 65.6% equity
interest in the reorganized Company. Concurrently with the closing of the
restructuring, the Investor will be entitled to designate a majority of the
members on the Company's Board of Directors. The Stock Purchase Agreement
contemplates that following the restructuring the Company's existing common
and preferred stockholders will hold approximately 4.9% of the reorganized
Company's outstanding equity. The Company intends to use the $200 million
of proceeds from the sale of the common stock to consummate the
restructuring and pay down its existing indebtedness. The Stock Purchase
Agreement provides that the transaction with the Investor will be effected
through a pre-negotiated plan of reorganization under Chapter 11 of the
Bankruptcy Code.

         The closing of the restructuring is subject to a number of
conditions, including the consent of the Company's bank lenders and
bondholders to the plan of reorganization, bankruptcy court approval of the
plan of reorganization, completion of the re-financing of the Company's
existing indebtedness in accordance with the terms of the restructuring,
and customary regulatory approvals. Subject to the satisfaction of these
conditions, the Company expects the closing of the restructuring to occur
in the fourth quarter of 2003. The Company is currently in discussions with
its bank group and bondholders regarding the terms of the restructuring.

         The Stock Purchase Agreement is attached hereto as Exhibit 2.1 and
is incorporated herein by reference. The press release issued by the
Company on July 14, 2003 is attached hereto as Exhibit 99 and is
incorporated herein by reference.

ITEM 7.  EXHIBITS.


(c) Exhibits.


Exhibit No.            Description
-----------            -----------
2.1                    Stock Purchase Agreement, dated as of July 11, 2003, by
                       and between Aurora Foods Inc. and J.W. Childs Equity
                       Partners III, L.P.

99                     Press Release, dated July 14, 2003


                                   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.


                                          AURORA FOODS INC.


                                          By: /s/ Richard A. Keffer
                                              --------------------------------
                                          Name:   Richard A. Keffer
                                          Title:  General Counsel and Secretary



July 15, 2003
<PAGE>


                             AURORA FOODS INC.
                         CURRENT REPORT ON FORM 8-K
                         REPORT DATED JULY 15, 2003



                               EXHIBIT INDEX

Exhibit No.            Description
-----------            -----------

2.1                    Stock Purchase Agreement, dated as of July 11, 2003, by
                       and between Aurora Foods Inc. and J.W. Childs Equity
                       Partners III, L.P.

99                     Press Release, dated July 14, 2003
[{"type": "8-K", "sequence": "1", "filename": "s784884.txt", "description": "8-K", "secsgml_size_bytes": 5524}]
{"company-data": {"conformed-name": "AURORA FOODS INC /DE/", "cik": "0001060024", "assigned-sic": "2040", "irs-number": "943303521", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14255", "film-number": "03787798"}, "business-address": {"street1": "11432 LACKLAND ROAD", "street2": ".", "city": "ST LOUIS", "state": "MO", "zip": "63146", "phone": "3148012300"}, "mail-address": {"street1": "11432 LACKLAND ROAD", "street2": ".", "city": "ST LOUIS", "state": "MO", "zip": "63146"}, "former-company": [{"former-conformed-name": "A FOODS INC", "date-changed": "19980623"}, {"former-conformed-name": "AURORA FOODS INC /MD/", "date-changed": "19980417"}]}
================================================================================
                     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):
                         July 15, 2003 (July 11, 2003)

                             AURORA FOODS INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         Delaware                     001-14255                  94-3303521
(STATE OR OTHER JURISDICTION    (COMMISSION FILE NO.)         (I.R.S. EMPLOYER
    OF INCORPORATION OR                                   IDENTIFICATION NUMBER)
       ORGANIZATION)

              11432 Lackland Road
              St. Louis, Missouri                                  63146
      (ADDRESS OF PRINCIPAL EXECUTIVE                           (ZIP CODE)
                   OFFICE)

                              (314) 801 - 2300
            (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                    N/A
    (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF APPLICABLE)

================================================================================
ITEM 1(b).  CHANGES IN CONTROL OF REGISTRANT.

         On July 11, 2003, Aurora Foods Inc. (the "Company") entered into a
definitive agreement (the "Stock Purchase Agreement") with regard to its
previously announced agreement in principle with J.W. Childs Equity
Partners, L.P. III, (the "Investor"), an affiliate of J.W. Childs
Associates, L.P. Under the terms of the Stock Purchase Agreement, the
Investor will make a $200 million equity investment in the Company in a
transaction valued at approximately $925 million. The equity investment by
the Investor is part of a comprehensive financial restructuring designed to
reduce the Company's outstanding indebtedness, strengthen its balance sheet
and improve its liquidity.

         The terms of the Stock Purchase Agreement call for the Investor to
purchase shares of the Company's common stock representing a 65.6% equity
interest in the reorganized Company. Concurrently with the closing of the
restructuring, the Investor will be entitled to designate a majority of the
members on the Company's Board of Directors. The Stock Purchase Agreement
contemplates that following the restructuring the Company's existing common
and preferred stockholders will hold approximately 4.9% of the reorganized
Company's outstanding equity. The Company intends to use the $200 million
of proceeds from the sale of the common stock to consummate the
restructuring and pay down its existing indebtedness. The Stock Purchase
Agreement provides that the transaction with the Investor will be effected
through a pre-negotiated plan of reorganization under Chapter 11 of the
Bankruptcy Code.

         The closing of the restructuring is subject to a number of
conditions, including the consent of the Company's bank lenders and
bondholders to the plan of reorganization, bankruptcy court approval of the
plan of reorganization, completion of the re-financing of the Company's
existing indebtedness in accordance with the terms of the restructuring,
and customary regulatory approvals. Subject to the satisfaction of these
conditions, the Company expects the closing of the restructuring to occur
in the fourth quarter of 2003. The Company is currently in discussions with
its bank group and bondholders regarding the terms of the restructuring.

         The Stock Purchase Agreement is attached hereto as Exhibit 2.1 and
is incorporated herein by reference. The press release issued by the
Company on July 14, 2003 is attached hereto as Exhibit 99 and is
incorporated herein by reference.

ITEM 7.  EXHIBITS.

(c) Exhibits.

Exhibit No.            Description
-----------            -----------
2.1                    Stock Purchase Agreement, dated as of July 11, 2003, by
                       and between Aurora Foods Inc. and J.W. Childs Equity
                       Partners III, L.P.

99                     Press Release, dated July 14, 2003

                                   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.

                                          AURORA FOODS INC.

                                          By: /s/ Richard A. Keffer
                                              --------------------------------
                                          Name:   Richard A. Keffer
                                          Title:  General Counsel and Secretary

July 15, 2003
AURORA FOODS INC.
                         CURRENT REPORT ON FORM 8-K
                         REPORT DATED JULY 15, 2003

                               EXHIBIT INDEX

Exhibit No.            Description
-----------            -----------

2.1                    Stock Purchase Agreement, dated as of July 11, 2003, by
                       and between Aurora Foods Inc. and J.W. Childs Equity
                       Partners III, L.P.

99                     Press Release, dated July 14, 2003