As filed with the Securities and Exchange Commission on September 23, 
1998.
                                           Registration No. 333-


                   SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                     ___________________________

                               FORM S-8
                        REGISTRATION STATEMENT
                                Under
                      THE SECURITIES ACT OF 1933
                      ___________________________

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

     Delaware                                    41-0871880
  (State or other jurisdiction of            (I.R.S. Employer
   incorporation or organization)           Identification No.)

200 East Lake Street, Wayzata, Minnesota            55391
(Address of Principal Executive Offices)          (Zip Code)

           CONSULTING AGREEMENT BY AND BETWEEN INTERNATIONAL 
                MULTIFOODS CORPORATION AND DARYL SCHALLER
                       (Full title of the plan)
                       ________________________

                         Frank W. Bonvino, Esq.
             Vice President, General Counsel and Secretary
                 International Multifoods Corporation
                         200 East Lake Street
                       Wayzata, Minnesota 55391
               (Name and address of agent for service)

                            (612) 594-3300
    (Telephone number, including area code, of agent for service)
                   ________________________________

                   CALCULATION OF REGISTRATION FEE
======================================================================
                             Proposed      Proposed
Title of                     maximum       maximum
securities     Amount        offering      aggregate      Amount
to be          to be         price         offering       of
registered     registered    per share     price          registration
                                                          fee
----------------------------------------------------------------------
Common Stock
(par value     5,302         $27.75        $147,130.50    $43.40
$.10 per
share)

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


                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents which have been filed with the Securities 
and Exchange Commission by International Multifoods Corporation (the 
"Company") are incorporated by reference into this registration 
statement as of their respective dates:

     (a)     The Company's Annual Report on Form 10-K for the fiscal 
year ended February 28, 1998.

     (b)     The Company's Quarterly Report on Form 10-Q for the quarter 
ended May 31, 1998.

     (c)     The description of the Company's Common Stock, par value 
$.10 per share ("Common Stock"), which is contained in a registration 
statement filed under the Securities Exchange Act of 1934, as amended 
(the "Exchange Act"), including any amendment or report filed for the 
purpose of updating such description.

     All reports and other documents filed by the Company pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to 
the date hereof and prior to the filing of a post-effective amendment 
which indicates that all securities offered hereby have been sold or 
which deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference in this registration statement and to be 
a part hereof from the respective dates of filing such reports and 
documents.  

Item 4.     Description of Securities.

     Not applicable.

Item 5.     Interests of Named Experts and Counsel.

     None.

Item 6.     Indemnification of Directors and Officers.

     Under Section 145 of the Delaware General Corporation Law, the 
directors and officers of the Company are entitled, under certain 
circumstances, to be indemnified by it against all expenses and 
liabilities incurred by or imposed upon them as a result of suits 
brought against them as such directors and officers, if they act in good 
faith and in a manner they reasonably believe to be in or not opposed to 
the best interests of the Company, and, with respect to any criminal 
action or proceeding, have no reasonable cause to believe their conduct 
was unlawful, except that no indemnification shall be made against 
expenses in respect of any claim, issue or matter as to which they shall 
have been adjudged to be liable to the Company, unless and only to the 
extent that the court in which such action or suit was brought shall 
determine upon application that, despite the adjudication of liability 
but in view of all the circumstances of the case, they are fairly and 
reasonably entitled to indemnity for such expenses which such court 
shall deem proper.  Any such indemnification may be made by the Company 
only as authorized in each specific case upon a determination by the 
stockholders, independent legal counsel or the disinterested directors 
that indemnification is proper in the circumstances because the 
indemnitee has met the applicable statutory standard of conduct.

The Restated Certificate of Incorporation, as amended, and the 
Bylaws of the Company provide that the officers and directors of the 
Company and certain others shall be indemnified to the fullest extent 
permitted or authorized by the Delaware General Corporation Law.  The 
Restated Certificate of Incorporation, as amended, and the Bylaws of the 
Company also provide that a director shall not be personally liable to 
the Company or its stockholders for monetary damages for a breach of 
fiduciary duty as a director, except for liability (1) for any breach of 
the director's duty of loyalty to the Company or its stockholders, (2) 
for acts or omissions not in good faith or which involve intentional 
misconduct or a knowing violation of law, (3) under the Delaware 
statutory provision making directors personally liable for unlawful 
dividends or unlawful stock repurchases or redemptions, or (4) for any 
transaction from which the director derived any improper personal 
benefit.

     The Company has entered into agreements with its directors and 
executive officers which provide that the Company shall indemnify such 
persons to the fullest extent authorized by the Delaware General 
Corporation Law.  Such agreements also set forth certain procedures with 
regard to advances, settlement, maintenance of insurance, notification 
of claims and defense of claims.

     The Company maintains a standard policy of directors' and officers' 
liability insurance.

Item 7.     Exemption from Registration Claimed.

     Not applicable.

Item 8.     Exhibits.

     23     Consent of KPMG Peat Marwick LLP

     24     Power of Attorney

Item 9.     Undertakings.

     A.     The undersigned registrant hereby undertakes:

(1)     To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement:

(a)     To include any prospectus required by section 10(a)(3) of 
the Securities Act of 1933;

(b)     To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most 
recent post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth 
in the registration statement.  Notwithstanding the foregoing, any 
increase or decrease in volume of securities offered (if the total 
dollar value of securities offered would not exceed that which was 
registered) and any deviation from the low or high end of the estimated 
maximum offering range may be reflected in the form of prospectus filed 
with the Commission pursuant to Rule 42(b) if, in the aggregate, the 
changes in volume and price represent no more than a 20% change in the 
maximum aggregate offering price set forth in the "Calculation of 
Registration Fee" table in the effective registration statement; and

(c)     To include any material information with respect to the 
plan of distribution not previously disclosed in the registration 
statement or any material change to such information in this 
registration statement;

provided, however, that paragraphs A(1)(a) and A(1)(b) do not apply if 
the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed with or 
furnished to the Commission by the registrant pursuant to section 13 or 
section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in this registration statement.

(2)     That, for the purpose of determining any liability under 
the Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at the time shall 
be deemed to be the initial bona fide offering thereof.

(3)     To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offerings.

B.     The undersigned registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act of 1933, each 
filing of the registrant's annual report pursuant to section 13(a) or 
section 15(d) of the Securities Exchange Act of 1934 (and where 
applicable, each filing of an employee benefit plan's annual report 
pursuant to section 15(d) of the Securities Exchange Act of 1934) that 
is incorporated by reference in this registration statement shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof.

C.     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the provisions 
described in Item 6 hereof, or otherwise, the registrant has been 
advised that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the 
Securities Act of 1933 and is, therefore, unenforceable.  In the event 
that a claim for indemnification against such liabilities (other than 
the payment by the registrant of expenses incurred or paid by a 
director, officer or controlling person of the registrant in the 
successful defense of any action, suit or proceeding) is asserted by 
such director, officer or controlling person in connection with the 
securities being registered, the registrant will, unless in the opinion 
of its counsel the matter has been settled by controlling precedent, 
submit to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the 
Securities Act of 1933 and will be governed by the final adjudication of 
such issue.



                               SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Wayzata, State of 
Minnesota, on September 23, 1998.

                              INTERNATIONAL MULTIFOODS CORPORATION
                                   (Registrant)


                              By  /s/ Gary E. Costley
                                  Gary E. Costley, Ph.D.
                                  Chairman of the Board, President and
                                     Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in 
the capacities and on the date indicated.

Signature                   Title                        Date
---------                   -----                        ----

/s/ Gary E. Costley     Chairman of the Board,      September 23, 1998
Gary E. Costley, Ph.D.    President and Chief 
                          Executive Officer
                          (Principal Executive 
                          Officer) and Director

/s/ William L. Trubeck  Senior Vice President -     September 23, 1998
William L. Trubeck        Finance and Chief 
                          Financial Officer 
                          (Principal Financial 
                          Officer)

/s/ Dennis R. Johnson   Vice President and          September 23, 1998
Dennis R. Johnson         Controller (Principal
                          Accounting Officer)


        *               Director                    September 23, 1998
Claire L. Arnold


        *               Director                    September 23, 1998
James G. Fifield


        *               Director                    September 23, 1998
Robert M. Price


        *               Director                    September 23, 1998
Nicholas L. Reding


        *               Director                    September 23, 1998
Jack D. Rehm


        *               Director                    September 23, 1998
Lois D. Rice


        *               Director                    September 23, 1998
Richard K. Smucker


        *               Director                    September 23, 1998
Dolph W. von Arx





*By  /s/ Frank W. Bonvino
     Frank W. Bonvino
     Attorney-in-Fact




                             EXHIBIT INDEX


     23     Consent of KPMG Peat Marwick LLP

     24     Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "SCHALLER CONSULTING AGREEMENT", "secsgml_size_bytes": 13964}]
{"company-data": {"conformed-name": "INTERNATIONAL MULTIFOODS CORP", "cik": "0000051410", "assigned-sic": "5140", "irs-number": "410871880", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64075", "film-number": "98713454"}, "business-address": {"street1": "200 EAST LAKE STREET", "city": "WAYZATA", "state": "MN", "zip": "55391", "phone": "6123403300"}, "mail-address": {"street1": "200 EAST LAKE STREET", "city": "WAYZATA", "state": "MN", "zip": "55391"}, "former-company": {"former-conformed-name": "INTERNATIONAL MILLING CO INC", "date-changed": "19700217"}}
As filed with the Securities and Exchange Commission on September 23, 
1998.
                                           Registration No. 333-

                   SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                     ___________________________

                               FORM S-8
                        REGISTRATION STATEMENT
                                Under
                      THE SECURITIES ACT OF 1933
                      ___________________________

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

     Delaware                                    41-0871880
  (State or other jurisdiction of            (I.R.S. Employer
   incorporation or organization)           Identification No.)

200 East Lake Street, Wayzata, Minnesota            55391
(Address of Principal Executive Offices)          (Zip Code)

           CONSULTING AGREEMENT BY AND BETWEEN INTERNATIONAL 
                MULTIFOODS CORPORATION AND DARYL SCHALLER
                       (Full title of the plan)
                       ________________________

                         Frank W. Bonvino, Esq.
             Vice President, General Counsel and Secretary
                 International Multifoods Corporation
                         200 East Lake Street
                       Wayzata, Minnesota 55391
               (Name and address of agent for service)

                            (612) 594-3300
    (Telephone number, including area code, of agent for service)
                   ________________________________

                   CALCULATION OF REGISTRATION FEE
======================================================================
                             Proposed      Proposed
Title of                     maximum       maximum
securities     Amount        offering      aggregate      Amount
to be          to be         price         offering       of
registered     registered    per share     price          registration
                                                          fee
----------------------------------------------------------------------
Common Stock
(par value     5,302         $27.75        $147,130.50    $43.40
$.10 per
share)

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

                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents which have been filed with the Securities 
and Exchange Commission by International Multifoods Corporation (the 
"Company") are incorporated by reference into this registration 
statement as of their respective dates:

     (a)     The Company's Annual Report on Form 10-K for the fiscal 
year ended February 28, 1998.

     (b)     The Company's Quarterly Report on Form 10-Q for the quarter 
ended May 31, 1998.

     (c)     The description of the Company's Common Stock, par value 
$.10 per share ("Common Stock"), which is contained in a registration 
statement filed under the Securities Exchange Act of 1934, as amended 
(the "Exchange Act"), including any amendment or report filed for the 
purpose of updating such description.

     All reports and other documents filed by the Company pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to 
the date hereof and prior to the filing of a post-effective amendment 
which indicates that all securities offered hereby have been sold or 
which deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference in this registration statement and to be 
a part hereof from the respective dates of filing such reports and 
documents.  

Item 4.     Description of Securities.

     Not applicable.

Item 5.     Interests of Named Experts and Counsel.

     None.

Item 6.     Indemnification of Directors and Officers.

     Under Section 145 of the Delaware General Corporation Law, the 
directors and officers of the Company are entitled, under certain 
circumstances, to be indemnified by it against all expenses and 
liabilities incurred by or imposed upon them as a result of suits 
brought against them as such directors and officers, if they act in good 
faith and in a manner they reasonably believe to be in or not opposed to 
the best interests of the Company, and, with respect to any criminal 
action or proceeding, have no reasonable cause to believe their conduct 
was unlawful, except that no indemnification shall be made against 
expenses in respect of any claim, issue or matter as to which they shall 
have been adjudged to be liable to the Company, unless and only to the 
extent that the court in which such action or suit was brought shall 
determine upon application that, despite the adjudication of liability 
but in view of all the circumstances of the case, they are fairly and 
reasonably entitled to indemnity for such expenses which such court 
shall deem proper.  Any such indemnification may be made by the Company 
only as authorized in each specific case upon a determination by the 
stockholders, independent legal counsel or the disinterested directors 
that indemnification is proper in the circumstances because the 
indemnitee has met the applicable statutory standard of conduct.

The Restated Certificate of Incorporation, as amended, and the 
Bylaws of the Company provide that the officers and directors of the 
Company and certain others shall be indemnified to the fullest extent 
permitted or authorized by the Delaware General Corporation Law.  The 
Restated Certificate of Incorporation, as amended, and the Bylaws of the 
Company also provide that a director shall not be personally liable to 
the Company or its stockholders for monetary damages for a breach of 
fiduciary duty as a director, except for liability (1) for any breach of 
the director's duty of loyalty to the Company or its stockholders, (2) 
for acts or omissions not in good faith or which involve intentional 
misconduct or a knowing violation of law, (3) under the Delaware 
statutory provision making directors personally liable for unlawful 
dividends or unlawful stock repurchases or redemptions, or (4) for any 
transaction from which the director derived any improper personal 
benefit.

     The Company has entered into agreements with its directors and 
executive officers which provide that the Company shall indemnify such 
persons to the fullest extent authorized by the Delaware General 
Corporation Law.  Such agreements also set forth certain procedures with 
regard to advances, settlement, maintenance of insurance, notification 
of claims and defense of claims.

     The Company maintains a standard policy of directors' and officers' 
liability insurance.

Item 7.     Exemption from Registration Claimed.

     Not applicable.

Item 8.     Exhibits.

     23     Consent of KPMG Peat Marwick LLP

     24     Power of Attorney

Item 9.     Undertakings.

     A.     The undersigned registrant hereby undertakes:

(1)     To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement:

(a)     To include any prospectus required by section 10(a)(3) of 
the Securities Act of 1933;

(b)     To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most 
recent post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth 
in the registration statement.  Notwithstanding the foregoing, any 
increase or decrease in volume of securities offered (if the total 
dollar value of securities offered would not exceed that which was 
registered) and any deviation from the low or high end of the estimated 
maximum offering range may be reflected in the form of prospectus filed 
with the Commission pursuant to Rule 42(b) if, in the aggregate, the 
changes in volume and price represent no more than a 20% change in the 
maximum aggregate offering price set forth in the "Calculation of 
Registration Fee" table in the effective registration statement; and

(c)     To include any material information with respect to the 
plan of distribution not previously disclosed in the registration 
statement or any material change to such information in this 
registration statement;

provided, however, that paragraphs A(1)(a) and A(1)(b) do not apply if 
the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed with or 
furnished to the Commission by the registrant pursuant to section 13 or 
section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in this registration statement.

(2)     That, for the purpose of determining any liability under 
the Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at the time shall 
be deemed to be the initial bona fide offering thereof.

(3)     To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offerings.

B.     The undersigned registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act of 1933, each 
filing of the registrant's annual report pursuant to section 13(a) or 
section 15(d) of the Securities Exchange Act of 1934 (and where 
applicable, each filing of an employee benefit plan's annual report 
pursuant to section 15(d) of the Securities Exchange Act of 1934) that 
is incorporated by reference in this registration statement shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof.

C.     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the provisions 
described in Item 6 hereof, or otherwise, the registrant has been 
advised that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the 
Securities Act of 1933 and is, therefore, unenforceable.  In the event 
that a claim for indemnification against such liabilities (other than 
the payment by the registrant of expenses incurred or paid by a 
director, officer or controlling person of the registrant in the 
successful defense of any action, suit or proceeding) is asserted by 
such director, officer or controlling person in connection with the 
securities being registered, the registrant will, unless in the opinion 
of its counsel the matter has been settled by controlling precedent, 
submit to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the 
Securities Act of 1933 and will be governed by the final adjudication of 
such issue.

                               SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Wayzata, State of 
Minnesota, on September 23, 1998.

                              INTERNATIONAL MULTIFOODS CORPORATION
                                   (Registrant)

                              By  /s/ Gary E. Costley
                                  Gary E. Costley, Ph.D.
                                  Chairman of the Board, President and
                                     Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in 
the capacities and on the date indicated.

Signature                   Title                        Date
---------                   -----                        ----

/s/ Gary E. Costley     Chairman of the Board,      September 23, 1998
Gary E. Costley, Ph.D.    President and Chief 
                          Executive Officer
                          (Principal Executive 
                          Officer) and Director

/s/ William L. Trubeck  Senior Vice President -     September 23, 1998
William L. Trubeck        Finance and Chief 
                          Financial Officer 
                          (Principal Financial 
                          Officer)

/s/ Dennis R. Johnson   Vice President and          September 23, 1998
Dennis R. Johnson         Controller (Principal
                          Accounting Officer)

        *               Director                    September 23, 1998
Claire L. Arnold

        *               Director                    September 23, 1998
James G. Fifield

        *               Director                    September 23, 1998
Robert M. Price

        *               Director                    September 23, 1998
Nicholas L. Reding

        *               Director                    September 23, 1998
Jack D. Rehm

        *               Director                    September 23, 1998
Lois D. Rice

        *               Director                    September 23, 1998
Richard K. Smucker

        *               Director                    September 23, 1998
Dolph W. von Arx

*By  /s/ Frank W. Bonvino
     Frank W. Bonvino
     Attorney-in-Fact

                             EXHIBIT INDEX

     23     Consent of KPMG Peat Marwick LLP

     24     Power of Attorney