SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For The Fiscal Year Ended December 31, 1997 Commission File Number: 001-13537

INTERNATIONAL HOME FOODS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 13-3377322
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)

1633 LITTLETON ROAD
PARSIPPANY, N.J. 07054
(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code) (973-359-9920)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class Name of each exchange where registered
------------------- --------------------------------------
Common Stock par value
$0.01 per share New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to its Form 10-K [X]

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

Aggregate market value
Outstanding at held by non-affiliates at
Class February 28, 1998 February 28, 1998
----- ----------------- -----------------

Common stock, par value $0.01 77,246,603 $659,173,311

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of registrant's Annual Report to Stockholders for the year
ended December 31, 1997 are incorporated into Part I and Part II.

2. Portions of the registrant's Proxy Statement to be furnished in
connection with the 1998 Annual Meeting of Stockholders are
incorporated into Part III.
2

TABLE OF CONTENTS

PART II Page Number

Item 6. Selected Financial Data 1

Item 7. Management's Discussion and Analysis of Financial Condition and 1
Results of Operations

Item 8. Financial Statements and Supplementary Data 1

PART III

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 2

PART II

ITEM 6. SELECTED FINANCIAL DATA

Selected financial data for the six years ended December 31, 1997 is set forth
on page 51 of the 1997 Annual Report and is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Management's discussion and analysis of financial condition and results of
operations of the Company for the three years ended December 31, 1997 is set
forth on pages 25 through 28 of the 1997 Annual Report and is incorporated
herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements comprising the consolidated balance sheets at December
31, 1997 and 1996, and the consolidated statements of income, stockholders'
equity (deficiency), and cash flows, and notes to financial statements for each
of the years in the three year period ended December 31, 1997 are set forth on
pages 30 through 49 of the 1997 Annual Report and is incorporated herein by
reference.

Selected quarterly financial data for the years ended December 31, 1997 and
1996 is set forth on page 50 of the 1997 Annual Report is incorporated herein
by reference.

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PART III

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1. Financial Statements

Independent Accountant's Reports for years ended December 31, 1997 and
1996.

Consolidated Balance Sheets as of December 31, 1997 and 1996.

Consolidated Statements of Income for the years ended December 31,
1997, 1996 and 1995.

Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1996 and 1995.

Consolidated Statement of Changes in Stockholders' Equity (Deficit)
for the years ended December 31, 1997 and 1996.

Notes to Consolidated Financial Statements.

The foregoing Financial Statements are included in Part II, Item 8 of this
Report and are set forth on pages 29 through 49 of the 1997 Annual Report and
are incorporated herein by reference.

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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K (Continued)

(a) 2. Financial Statement Schedules

Report of Coopers & Lybrand L.L.P. Independent Accountants for the
years ended December 31, 1997 and 1996**

Report of Arthur Anderson LLP, Independent Public Accountants for
the year ended December 31, 1995**

Financial Statement Schedules are omitted, as they are not required
or are not applicable, or the required information is shown in the
financial statements or notes thereto.

(a) 3. EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
- ------ -----------

2.1* - - Agreement of Sale and Plan of Merger (the "Merger Agreement") entered into among AHP subsidiary
Holding Corporation, American Home Food Products, Inc., AHFP Holding Corporation and AHFP
Acquisition Corporation dated as of September 5, 1996+
2.2* - - First Amendment to Agreement of Sale and Plan of Merger dated as of October 31, 1996+
3.1*** - - Amended and Restated Certificate of Incorporation
3.2*** - - Bylaws of International Home Foods, Inc.

3
6
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K (Continued)

EXHIBIT
NUMBER DESCRIPTION
- ------ -----------

4.1* - - Registration Rights Agreement made as of November 1, 1996 by and among International Home
Foods, Inc. (formerly American Home Food Products, Inc.), AHP Subsidiary Holding Corporation
and AHFP Holding Corporation
4.2* - - Indenture dated as of November 1, 1996 between the Company and United States Trust Company of
New York
10.1* - - Transitional Services Agreement dated as of November 1, 1996 between American Home Products
Corporation and International Home Foods, Inc.
10.2* - - Financial Advisory Agreement dated as of November 1, 1996 by and between International Home
Foods, Inc. and Hicks, Muse & Company Partners, L.P. ("HMCo")
10.3*** - - International Home Foods, Inc. 1997 Stock Option Plan
10.4* - - Nonqualified Stock Option Agreement dated November 1, 1996 by and between International Home
Foods, Inc. and C. Dean Metropoulos
10.5**** - - Agreement and Plan of Merger dated March 10, 1998, by and among the Company, IHF/GM Acquisition
Corporation, IHF/GM Holding Corporation and Grist Mill Co.
10.6* - - Nonqualified Stock Option Agreement dated November 12, 1996 by and between International Home
Foods, Inc. and M. L. Lowenkron
10.7* - - Nonqualified Stock Agreement dated November 12, 1996 by and between International Home Foods,
Inc. and Roger T. Staubach
10.8* - - Indemnification Agreement dated November 1, 1996 between International Home Foods, Inc. and C.
Dean Metropoulos, together with a schedule identifying substantially identical documents and
setting forth the material details in which those documents differ from the foregoing documents
10.9* - - Transition Services Agreement dated November 1, 1996 by and between the Company and American
Home Products Corporation
10.10* - - Monitoring and Oversight Agreement dated as of November 1, 1996 by and between International
Home Foods, Inc. and Hicks, Muse & Company Partners, L.P.
10.11* - - Nonqualified Stock Option Agreement dated January 3, 1997, by and between International Home
Foods, Inc. and L. Hollis Jones
10.12* - - Financial Advisory Agreement dated November 1, 1996 by and between the Company and Hicks, Muse
& Company Partners, L.P.
10.13*** - - Nonqualified Stock Option Agreement by and between the Company and John H. Bess
10.14 - - Not Used
10.15*** - - Agreement and Plan of Reorganization, dated October 1, 1997, between the Company and AHFP
Holding Corporation
10.16*** - - Amended and Restated Jams Manufacturing Agreement, dated March 3, 1997, between Roseland
Manufacturing, Inc. and the Company
10.17*** - - Asset Purchase and Sale Agreement, dated May 1, 1997, by and among Bumble Bee Seafoods, Inc.,
Bumble Bee International, Inc., Commerce Distributing Company, Santa Fe Springs Holding
Company, the Company and Bumble Bee Acquisition Corporation.
10.18**** - - Credit Agreement, dated November 1, 1996, amended and restated November 21, 1997, by and among
the Company and the banks' signatory thereto.

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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K (Continued)

11.1** - - Statement Re: Computation of earnings per share
12.1** - - Computation of Consolidated Ratio of Earnings to Fixed Charges
13.1** - - Annual Report
21.1** - - Subsidiaries of the Company
23.1** - - Consent of Coopers & Lybrand L.L.P., Independent Accountants
23.2** - - Consent of Arthur Andersen LLP, Independent Public Accountants
27.1** - - Financial Data Schedule

(b) Reports on Form 8-K

Dated March 16, 1998, under Item 5 (Other Events) and Item 7
(Financial Statements and Exhibits).

- ------------------------------------

* Incorporated by reference to the Company's Registration Statement on
Form S-4, dated February 19, 1997, File No. 333-18859
** Filed herewith
*** Incorporated by reference to the Company's Registration Statement on
Form S-1, dated September 24, 1997, File No. 333-36249
**** Incorporated by reference to the Company's Schedule 14D-1 and 13D
dated March 17, 1996

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934 the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Parsippany, State of New Jersey.

INTERNATIONAL HOME FOODS, INC.

July 27, 1998 By:/s/ C. Dean Metropoulos
------------- -------------------------------------
Date C. Dean Metropoulos, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the date indicated.

Signature Capacity Date
--------- -------- ----

/s/ C. Dean Metropoulos Chairman of the Board and Chief Executive July 27, 1998
- ------------------------------- Officer (Principal Executive Officer)
C. Dean Metropoulos

/s/ N. Michael Dion Chief Financial Officer July 27, 1998
- ------------------------------- (Principal Financial and Accounting Officer)
N. Michael Dion

/s/ L. Hollis Jones Director July 27, 1998
- -------------------------------
L. Hollis Jones

/s/ Thomas O. Hicks Director July 27, 1998
- -------------------------------
Thomas O. Hicks

/s/ Charles W. Tate Director July 27, 1998
- -------------------------------
Charles W. Tate

/s/ Alan B. Menkes Director July 27, 1998
- -------------------------------
Alan B. Menkes

/s/ Michael J. Levitt Director July 27, 1998
- -------------------------------
Michael J. Levitt

/s/ M. L. Lowenkron Director July 27, 1998
- -------------------------------
M. L. Lowenkron

/s/ Roger T. Staubach Director July 27, 1998
- -------------------------------
Roger T. Staubach

/s/ John R. Muse Director July 27, 1998
- -------------------------------
John R. Muse

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ITEM 14 (a) 2. FINANCIAL STATEMENT SCHEDULES

REPORT OF COOPERS & LYBRAND L.L.P. INDEPENDENT ACCOUNTANTS FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996.

To the Board of Directors and Stockholders of International Home Foods, Inc.:

We have audited the accompanying consolidated balance sheets of International
Home Foods, Inc. and Subsidiaries as of December 31, 1997 and 1996 and the
related consolidated statements of income, changes in stockholders' equity
(deficiency), and cash flows for the years ended December 31, 1997 and 1996
(which financial statements for 1997 have been restated as discussed in Note
18). These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of International
Home Foods, Inc. and Subsidiaries as of December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for the years
ended December 31, 1997 and 1996, in conformity with generally accepted
accounting principles.

/s/ PRICEWATERHOUSECOOPERS LLP

Coopers & Lybrand L.L.P.
Parsippany, New Jersey
March 6, 1998
10
ITEM 14 (a) 2. FINANCIAL STATEMENT SCHEDULE

REPORT OF ARTHUR ANDERSEN LLP, INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR
ENDED DECEMBER 31, 1995.

To American Home Products Corporation:

We have audited the accompanying combined statements of operations and parent
company's investment and advances and cash flows of American Home Food Products
identified in Notes 1 and 2 for the year ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
American Home Food Products for the year ended December 31, 1995, in conformity
with generally accepted accounting principles.

Arthur Andersen LLP
New York, New York
October 11, 1996
11
INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
- ------ -----------

11.1 - - Statement Re: Computation of earnings per share
12.1 - - Computation of Consolidated Ratio of Earnings to Fixed Charges
13.1 - - Annual Report
21.1 - - Subsidiaries of the Company
23.1 - - Consent of Coopers & Lybrand L.L.P., Independent Accountants
23.2 - - Consent of Arthur Andersen LLP, Independent Public Accountants
27.1 - - Financial Data Schedule