8-A12B/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                AMENDMENT NO. 1

                                   FORM 8-A/A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                           IMPERIAL HOLLY CORPORATION
             (Exact name of registrant as specified in its charter)


                 TEXAS                                     74-0740450
(State of incorporation or organization)            (I.R.S. Employer I.D. No.)

     ONE IMPERIAL SQUARE, SUITE 200
              P.O. BOX 9
          SUGAR LAND, TEXAS                                    77487
(Address of principal executive offices)                     (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

    TITLE OF EACH CLASS                        NAME OF EACH EXCHANGE ON WHICH
    TO BE SO REGISTERED                        EACH CLASS IS TO BE REGISTERED

RIGHTS TO PURCHASE PREFERRED STOCK             AMERICAN STOCK EXCHANGE, INC.

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of Class)

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ITEM 1.       DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

              On September 14, 1989, the Board of Directors of Imperial Holly
Corporation (the "Company") declared a dividend of one Right for each
outstanding share of the Company's Common Stock, without par value ("Common
Stock"), to shareholders of record at the close of business on September 25,
1989. After giving effect to a 3-for-2 stock split effected by means of a stock
distribution in 1990, each Right entitles the registered holder to purchase from
the Company a unit consisting of two three-hundredths of a share (a "Unit") of
Series A Junior Participating Preferred Stock, without par value (the "Preferred
Stock"), at a Purchase Price of $60 per Unit, subject to adjustment. The terms
of the Rights are set forth in a Rights Agreement, as amended (the "Rights
Agreement"), between the Company and The Bank of New York, as Rights Agent. On
January 27, 1995, the Board of Directors of the Company acted to amend certain
terms of the Rights Agreement.

              One Right is currently associated with each outstanding share of
Common Stock, and no separate Rights Certificates have been distributed. The
Rights will separate from the Common Stock and a "Distribution Date" will occur
upon the earlier of (i) ten days following a public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
(25% or more if such person or group is an Existing Shareholder (as defined
below)) of the outstanding shares of Common Stock (the date of the announcement
being the "Stock Acquisition Date"), or (ii) ten business days (or such later
date as may be determined by the Company's Board of Directors before the
Distribution Date occurs) following the commencement of a tender offer or
exchange offer that would result in a person's becoming an Acquiring Person. For
purposes of the Rights Agreement, an "Existing Shareholder" means any person who
was on January 27, 1995 the beneficial owner of 10% or more of the outstanding
shares of Common Stock and had publicly disclosed such ownership. The Board of
Directors may, at any time that the Rights are redeemable, increase or decrease
the level of beneficial ownership that causes a person to be an Acquiring
Person. Certain inadvertent acquisitions will not result in a person's becoming
an Acquiring Person if the person promptly divests itself of sufficient Common
Stock. Until the Distribution Date, (a) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (b) new Common Stock certificates issued after September 25,
1989 will contain a notation incorporating the Rights Agreement by reference and
(c) the surrender for transfer of any certificate for Common Stock outstanding
(with or without a copy of a Summary of Rights) will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the Company reserves the right to
require prior to the occurrence of a Triggering Event (as defined below) that,
upon any exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.

              The Rights are not exercisable until the Distribution Date and
will expire at the close of business on September 25, 1999, unless earlier
redeemed or exchanged by the Company as described below.

              As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and, from and after the Distribution Date,
the separate Rights Certificates alone will

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represent the Rights. All shares of Common Stock issued prior to the
Distribution Date will be issued with Rights. Shares of Common Stock issued
after the Distribution Date in connection with certain employee benefit plans or
upon conversion of certain securities will be issued with Rights. Except as
otherwise determined by the Board of Directors, no other shares of Common Stock
issued after the Distribution Date will be issued with Rights.

              In the event (a "Flip-In Event") that a Person becomes an
Acquiring Person, except pursuant to a tender or exchange offer for all
outstanding shares of Common Stock at a price and on terms that a majority of
the independent directors of the Company determines to be fair to and otherwise
in the best interests of the Company and its shareholders (a "Permitted Offer"),
each holder of a Right will thereafter have the right to receive, upon exercise
of such Right, a number of shares of Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a Current Market Price
(as defined in the Rights Agreement) value equal to two times the exercise price
of the Right. Notwithstanding any of the foregoing, following the occurrence of
any Flip-In Event, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person (or by certain related parties) will be null and void in the
circumstances set forth in the Rights Agreement.

              For example, at an exercise price of $60 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $120
worth of Common Stock (or other consideration, as noted above), based upon its
Current Market Price, for $60. Assuming that the Common Stock had a Current
Market Price of $10 per share at such time, the holder of each valid Right would
be entitled to purchase twelve shares of Common Stock for $60.

              In the event (a "Flip-Over Event") that, at any time on or after
the Stock Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction (other than a merger that follows a Permitted
Offer), or (ii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights that previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, a number of shares of common stock of the acquiring company having a
Current Market Price equal to two times the exercise price of the Right. Flip-In
Events and Flip-Over Events are collectively referred to as "Triggering Events."

              The Purchase Price payable, and the number of Units of Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).

              With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will
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be issued and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Stock on the last trading date prior to the date
of exercise.

              At any time until the time a Person becomes an Acquiring Person,
the Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right, payable, at the option of the Company, in cash, shares of Common
Stock or such other consideration as the Board of Directors may determine.
Immediately upon the effectiveness of the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $.01 redemption price.

              At any time after the occurrence of a Flip-In Event, the Company
may exchange the Rights (other than Rights owned by an Acquiring Person or an
affiliate or an associate of an Acquiring Person, which will have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, and/or
other equity securities deemed to have the same value as one share of Common
Stock, per Right, subject to adjustment.

              Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. Shareholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for the
common stock of the acquiring company as set forth above or are exchanged as
provided in the preceding paragraph.

              Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to the time a Person
becomes an Acquiring Person. Thereafter, the provisions of the Rights Agreement
may be amended by the Board of Directors in order to cure any ambiguity, defect
or inconsistency or to make changes that do not adversely affect the interests
of holders of Rights (excluding the interests of any Acquiring Person).

              A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an exhibit to this Registration Statement. A copy of
the Rights Agreement is available free of charge from the Company. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is incorporated herein
by reference.
                                      -4-

ITEM 2.  EXHIBITS.

         1.    Rights Agreement dated as of September 14, 1989 between Imperial
               Holly Corporation and The Bank of New York, as Rights Agent,
               which includes as Exhibit A the form of Statement of Resolution
               Establishing Series of Shares designated Series A Junior
               Participating Preferred Stock setting forth the terms of the
               Preferred Stock, as Exhibit B the form of Rights Certificate and
               as Exhibit C the Summary of Rights to Purchase Preferred Stock.
               Pursuant to the Rights Agreement, Certificates will not be mailed
               until after the Distribution Date (as defined in the Rights
               Agreement). (Previously filed).

         1.1   Amendment to Rights Agreement dated as of January 27, 1995.

                                      -5-

                                   SIGNATURE

              Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.

Date:  February 3, 1995                   IMPERIAL HOLLY CORPORATION

                                          By:   /s/ JAMES C. KEMPNER
                                                    James C. Kempner
                                                    President and Chief
                                                    Executive Officer
                                      -6-

EX-1.1

                                                                   EXHIBIT 1.1
                         AMENDMENT TO RIGHTS AGREEMENT

                  This Amendment, dated as of January 27, 1995 (the
"Amendment"), between Imperial Holly Corporation, a Texas corporation (the
"Company"), and The Bank of New York (the "Rights Agent"),

                              W I T N E S S E T H:

                  WHEREAS, the Company and the Rights Agent are parties to a
Rights Agreement dated as of September 14, 1989 (the "Rights Agreement"); and

                  WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company and the Rights Agent desire to amend the Rights Agreement set forth
below;

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:

                  Section 1. DEFINITIONS OF ACQUIRING PERSON AND EXISTING
SHAREHOLDER.

                  (a) The definition of "Acquiring Person" is amended to read in
its entirety as follows:

                           "Acquiring Person" shall mean any Person who or
                  which, together with all Affiliates and Associates of such
                  Person, shall be the Beneficial Owner of 15% or more (25% or
                  more if such Person is an Existing Shareholder) of the shares
                  of Common Stock then outstanding, but shall not include any
                  Exempt Person; PROVIDED, however, that a Person shall not
                  become an Acquiring Person if such Person, together with its
                  Affiliates and Associates, shall become the Beneficial Owner
                  of 15% or more (25% or more if such Person is an Existing
                  Shareholder) of the shares of Common Stock then outstanding
                  solely as a result of a reduction in the number of shares of
                  Common Stock outstanding due to the repurchase of Common Stock
                  by the Company, unless and until such time as such Person or
                  any Affiliate or Associate of such Person shall purchase or
                  otherwise become the Beneficial Owner of additional shares of
                  Common Stock constituting 1% or more of the then outstanding
                  shares of Common Stock or any other Person who is the
                  Beneficial Owner of shares of Common Stock constituting 1% or
                  more of the then outstanding shares of Common Stock shall
                  become an Affiliate or Associate of such Person; and PROVIDED,
                  FURTHER, that if the Board of Directors determines in good
                  faith that a Person that would otherwise be an "Acquiring
                  Person" has become such inadvertently (including, without
                  limitation, because (i) such Person was unaware that it
                  beneficially owned a percentage of Common Stock that would
                  otherwise cause such
                                      -1-

                  Person to be an "Acquiring Person" or (ii) such Person was
                  aware of the extent of its Beneficial Ownership of Common
                  Stock but had no actual knowledge of the consequences of such
                  Beneficial Ownership under this Agreement) and without any
                  intention of changing control of the Company, and if such
                  Person divests itself as promptly as practicable of Beneficial
                  Ownership of a sufficient number of shares of Common Stock so
                  that such Person would no longer be an "Acquiring Person,"
                  then such Person shall not be deemed to be or to have become
                  an "Acquiring Person" for any purposes of this Agreement.

                           At any time that the Rights are redeemable, the Board
                  of Directors of the Company may, with respect to any specified
                  Person or Persons or any class of Persons, increase to a
                  specified percentage greater than that set forth herein or
                  decrease to a specified percentage lower than that set forth
                  herein, the level of Beneficial Ownership of Common Stock at
                  which such Person or Persons becomes an Acquiring Person, or
                  determine that such Person or Persons shall not be an
                  Acquiring Person at any percentage of Beneficial Ownership.

                  (b) The following definition of "Existing Shareholder" is
added to Section 1 after the definition of "Exempt Person":

                  "Existing Shareholder" shall mean any Person who or which,
                  together with all Affiliates and Associates of such Person,
                  was on the date of this Amendment the Beneficial Owner of 10%
                  or more of the shares of Common Stock then outstanding
                  (without regard to the final proviso in the definition of
                  "Beneficial Owner") and had publicly disclosed such ownership
                  (including, without limitation, in any filing under the
                  Exchange Act).

                  Section 2. SEVERABILITY. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

                  Section 3. GOVERNING LAW. This Amendment shall be deemed to be
a contract made under the laws of the State of Texas and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.

                  Section 4. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
                                      -2-

                  Section 5. DESCRIPTIVE HEADINGS. Descriptive headings of the
several Sections of this Amendment are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

                  Section 6. CONFIRMATION OF RIGHTS AGREEMENT. Except to the
extent specifically amended hereby, the provisions of the Rights Agreement shall
remain unmodified, and the Rights Agreement as amended hereby is confirmed as
being in full force and effect.

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

                                           IMPERIAL HOLLY CORPORATION

                                      By:  /s/ WILLIAM F. SCHWER
                                    Name:      William F. Schwer
                                   Title:      Senior Vice President, Secretary
                                               and General Counsel


                                           THE BANK OF NEW YORK,
                                             as Rights Agent

                                      By:  /s/ JOHN I. SIVERTSEN
                                    Name:      John I. Sivertsen
                                   Title:      Vice President

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