As filed with the Securities and Exchange Commission on April 30, 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)

             EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
                OF INTERNATIONAL MULTIFOODS CORPORATION
                        (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          Amount
securities    Amount         offering    aggregate        of
to be         to be          price       offering         registration
registered    registered (1) per share   price            fee
----------    -------------  ---------   ---------        ------------

Common Stock
(par value    750,000        $28 (2)     $21,000,000 (2)  $6,195
$.10 per
share)

(1)     In addition, pursuant to Rule 416(c) under the Securities Act of 
1933, this registration statement also covers an indeterminate amount of 
interests to be offered or sold pursuant to the Employees' Voluntary 
Investment and Savings Plan of International Multifoods Corporation.

(2)     Estimated solely for the purpose of computing the amount of the 
registration fee in accordance with Rule 457(h)(1) and (c) under the 
Securities Act of 1933, based upon the average of the high and low 
prices on the New York Stock Exchange as reported in the consolidated 
transaction reporting system on April 27, 1998.


                                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") or by the Employees' Voluntary Investment and Savings Plan of 
International Multifoods Corporation (the "Plan") 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, 1997 and the Plan's Annual Report on Form 11-K for 
the Plan's fiscal year ended December 31, 1996.

(b)     The Company's Quarterly Reports on Form 10-Q for the quarters 
ended May 31, 1997, August 31, 1997 and November 30, 1997, respectively.

(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 and the Plan 
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.

      5     Opinion of Frank W. Bonvino, Vice President, General Counsel 
            and Secretary of International Multifoods Corporation

International Multifoods Corporation has submitted the Plan and any 
amendment thereto to the Internal Revenue Service ("IRS") in a timely 
manner and has made or will make all changes required by the IRS in 
order to qualify the Plan.

     23.1     Consent of KPMG Peat Marwick LLP

     23.2     Consent of Frank W. Bonvino (contained in Exhibit 5 to 
              this registration statement)

     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 424(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 each filing of 
the 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 April 30, 1998.

                              INTERNATIONAL MULTIFOODS CORPORATION
                                         (Registrant)

                              By  /s/ Gary E. Costley, Ph.D.
                                    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, Ph.D.     Chairman of the Board,     April 30, 1998
Gary E. Costley, Ph.D.           President and Chief 
                                 Executive Officer
                               (Principal Executive Officer)
                                and Director

/s/ William L. Trubeck         Senior Vice President -    April 30, 1998
William L. Trubeck               Finance and Chief 
                                 Financial Officer 
                               (Principal Financial Officer)

/s/ Dennis R. Johnson          Vice President and         April 30, 1998
Dennis R. Johnson                Controller
                               (Principal Accounting Officer)


     *                         Director                   April 30, 1998
Claire L. Arnold


     *                         Director                   April 30, 1998
James G. Fifield


     *                         Director                   April 30, 1998
Robert M. Price


     *                         Director                   April 30, 1998
Nicholas L. Reding


     *                         Director                   April 30, 1998
Jack D. Rehm


     *                         Director                   April 30, 1998
Lois D. Rice


     *                         Director                   April 30, 1998
Richard K. Smucker


     *                         Director                   April 30, 1998
Dolph W. von Arx


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



     Pursuant to the requirements of the Securities Act of 1933, the 
Administrator duly caused this registration statement to be signed on 
behalf of the Employees' Voluntary Investment and Savings Plan of 
International Multifoods Corporation by the undersigned, thereunto duly 
authorized, in the City of Wayzata, State of Minnesota, on April 30, 
1998.

EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL 
MULTIFOODS CORPORATION
By Administrator


Signature                               Title            Date

International Multifoods Corporation    Administrator


By   /s/ Gary E. Costley, Ph.D.                          April 30, 1998
     Gary E. Costley, Ph.D.
     Chairman of the Board, President
     and Chief Executive Officer



                             EXHIBIT INDEX


      5     Opinion of Frank W. Bonvino, Vice President, General Counsel 
            and Secretary of International Multifoods Corporation

     23.1   Consent of KPMG Peat Marwick LLP

     23.2   Consent of Frank W. Bonvino (contained in Exhibit 5 to this 
            registration statement)

     24     Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEES' VISA PLAN OF IMC", "secsgml_size_bytes": 16207}]
{"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": "333-51399", "film-number": "98605534"}, "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"}}
As filed with the Securities and Exchange Commission on April 30, 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)

             EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
                OF INTERNATIONAL MULTIFOODS CORPORATION
                        (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          Amount
securities    Amount         offering    aggregate        of
to be         to be          price       offering         registration
registered    registered (1) per share   price            fee
----------    -------------  ---------   ---------        ------------

Common Stock
(par value    750,000        $28 (2)     $21,000,000 (2)  $6,195
$.10 per
share)

(1)     In addition, pursuant to Rule 416(c) under the Securities Act of 
1933, this registration statement also covers an indeterminate amount of 
interests to be offered or sold pursuant to the Employees' Voluntary 
Investment and Savings Plan of International Multifoods Corporation.

(2)     Estimated solely for the purpose of computing the amount of the 
registration fee in accordance with Rule 457(h)(1) and (c) under the 
Securities Act of 1933, based upon the average of the high and low 
prices on the New York Stock Exchange as reported in the consolidated 
transaction reporting system on April 27, 1998.

                                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") or by the Employees' Voluntary Investment and Savings Plan of 
International Multifoods Corporation (the "Plan") 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, 1997 and the Plan's Annual Report on Form 11-K for 
the Plan's fiscal year ended December 31, 1996.

(b)     The Company's Quarterly Reports on Form 10-Q for the quarters 
ended May 31, 1997, August 31, 1997 and November 30, 1997, respectively.

(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 and the Plan 
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.

      5     Opinion of Frank W. Bonvino, Vice President, General Counsel 
            and Secretary of International Multifoods Corporation

International Multifoods Corporation has submitted the Plan and any 
amendment thereto to the Internal Revenue Service ("IRS") in a timely 
manner and has made or will make all changes required by the IRS in 
order to qualify the Plan.

     23.1     Consent of KPMG Peat Marwick LLP

     23.2     Consent of Frank W. Bonvino (contained in Exhibit 5 to 
              this registration statement)

     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 424(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 each filing of 
the 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 April 30, 1998.

                              INTERNATIONAL MULTIFOODS CORPORATION
                                         (Registrant)

                              By  /s/ Gary E. Costley, Ph.D.
                                    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, Ph.D.     Chairman of the Board,     April 30, 1998
Gary E. Costley, Ph.D.           President and Chief 
                                 Executive Officer
                               (Principal Executive Officer)
                                and Director

/s/ William L. Trubeck         Senior Vice President -    April 30, 1998
William L. Trubeck               Finance and Chief 
                                 Financial Officer 
                               (Principal Financial Officer)

/s/ Dennis R. Johnson          Vice President and         April 30, 1998
Dennis R. Johnson                Controller
                               (Principal Accounting Officer)

     *                         Director                   April 30, 1998
Claire L. Arnold

     *                         Director                   April 30, 1998
James G. Fifield

     *                         Director                   April 30, 1998
Robert M. Price

     *                         Director                   April 30, 1998
Nicholas L. Reding

     *                         Director                   April 30, 1998
Jack D. Rehm

     *                         Director                   April 30, 1998
Lois D. Rice

     *                         Director                   April 30, 1998
Richard K. Smucker

     *                         Director                   April 30, 1998
Dolph W. von Arx

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

     Pursuant to the requirements of the Securities Act of 1933, the 
Administrator duly caused this registration statement to be signed on 
behalf of the Employees' Voluntary Investment and Savings Plan of 
International Multifoods Corporation by the undersigned, thereunto duly 
authorized, in the City of Wayzata, State of Minnesota, on April 30, 
1998.

EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL 
MULTIFOODS CORPORATION
By Administrator

Signature                               Title            Date

International Multifoods Corporation    Administrator

By   /s/ Gary E. Costley, Ph.D.                          April 30, 1998
     Gary E. Costley, Ph.D.
     Chairman of the Board, President
     and Chief Executive Officer

                             EXHIBIT INDEX

      5     Opinion of Frank W. Bonvino, Vice President, General Counsel 
            and Secretary of International Multifoods Corporation

     23.1   Consent of KPMG Peat Marwick LLP

     23.2   Consent of Frank W. Bonvino (contained in Exhibit 5 to this 
            registration statement)

     24     Power of Attorney