Exhibit 2.2


                               FIRST AMENDMENT TO
                        ASSET PURCHASE AND SALE AGREEMENT

                  THIS FIRST AMENDMENT TO THE ASSET PURCHASE AND SALE AGREEMENT
(this "Amendment") is made as of April 26, 2001 by and among General Mills,
Inc., a Delaware corporation ("General Mills"), The Pillsbury Company, a
Delaware corporation ("Pillsbury" and, together with General Mills, the
"Sellers" and each, a "Seller"), and International Multifoods Corporation, a
Delaware corporation ("Buyer"). Unless otherwise specified, capitalized terms
herein shall have the meaning ascribed to them in the Asset Purchase and Sale
Agreement (as herein defined).

                                   WITNESSETH:

                  WHEREAS, Sellers and Buyer are the parties to that certain
Asset Purchase and Sale Agreement, dated as of February 4, 2001 (the "Asset Sale
Agreement").

                  WHEREAS, the parties to the Asset Sale Agreement desire to
amend the Asset Sale Agreement as set forth in this Amendment.

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained in this Amendment, and intending to be
legally bound hereby, the parties hereto agree as follows:

                  1. AMENDMENT OF TERMINATION PROVISIONS. Section 10.1(e) of the
Asset Sale Agreement is hereby replaced in its entirety with the following:

                    "(e) by either Seller or Buyer if the Closing does not occur
on or prior to July 31, 2001;"

                  2. COUNTERPARTS; EFFECTIVENESS. This Amendment and any
amendments hereto may be executed by facsimile and in one or more counterparts,
all of which shall be considered one and the same agreement. Except as expressly
amended hereby, the terms and conditions of the Asset Sale Agreement shall
remain in full force and effect. The Asset Sale Agreement, as amended by this
Amendment, shall be binding upon the parties hereto and their successors and
permitted assigns. This Amendment shall be effective as of the date first
written above.

                  3. GOVERNING LAW; JURISDICTION AND FORUM; WAIVER OF JURY
TRIAL. (a) This Amendment shall be governed by and construed in accordance with
the laws of the State of Minnesota applicable to agreements made and to be
performed entirely within such State, without regard to the choice of law
principles thereof.

                  (b)    Sellers and Buyer hereby irrevocably consent to the
exclusive jurisdiction and venue of the Courts of the State of Minnesota and the
United States District Court for the District of Minnesota, in connection with
any action or proceeding arising out of or relating to this Amendment. Buyer
hereby irrevocably appoints Buyer's General Counsel as its authorized agent upon
whom process may be served in any such action or proceeding instituted in any
such court and waives any objections to personal jurisdiction with respect
thereto. Sellers hereby irrevocably appoint General Mills' General Counsel as
their authorized agent (PROVIDED that until





the Acquisition is consummated, Pillsbury appoints its General Counsel as its
authorized agent) upon whom process may be served in any such action or
proceeding instituted in any such court and waives any objections to personal
jurisdiction with respect thereto.

                  4. HEADINGS; DEFINITIONS. The section and article headings
contained in this Amendment are inserted for convenience of reference only and
will not affect the meaning or interpretation of this Amendment. All capitalized
terms defined herein are equally applicable to both the singular and plural
forms of such terms.

                                     -2-





                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the date first written above.

                              GENERAL MILLS, INC.

                              By:    /s/ Stephen W. Sanger
                                   ---------------------------------------
                              Name:  Stephen W. Sanger
                              Title: Chairman of the Board and
                                     Chief Executive Officer

                              THE PILLSBURY COMPANY

                              By:    /s/ John O. Stewart
                                   ---------------------------------------
                              Name:  John O. Stewart
                              Title: Senior Vice President Strategy and
                                     Business Development

                              INTERNATIONAL MULTIFOODS
                                   CORPORATION

                              By:    /s/ Gary E. Costley
                                     -------------------------------------
                              Name:  Gary E. Costley
                              Title: Chairman of the Board, President and
                                     Chief Executive Officer

                                     -3-