8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 27, 1995



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


                    Delaware                                     1-10307
(State or other jurisdiction of incorporation)          (Commission File Number)

                                   74-0704500
                       (IRS Employer Identification No.)

       One Imperial Square, Suite 200
            P.O. Box 200
          Sugar Land, Texas                               77487
(Address of principal executive offices)                (Zip Code)


        Registrant's telephone number, including area code: 713/491-9181

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ITEM 5. OTHER EVENTS

     On January 27, 1995, the Board of Directors of Imperial Holly Corporation
(the "Company") acted to amend certain terms of the Rights Agreement dated as of
September 14, 1989 (the "Rights Agreement") between the Company and The Bank of
New York, as Rights Agent. The Amendment to Rights Agreement dated as of January
27, 1995 (the "Amendment") implementing these changes reduces the level of
beneficial ownership that causes a person to become an Acquiring Person (as
defined in the Rights Agreement) (the level of beneficial ownership triggering
certain provisions of the Rights Agreement) from 25% to 15%. The reduction does
not, however, apply with respect to any Existing Shareholder, which is defined
in the Amendment as any person or group that was, on January 27, 1995, the
beneficial owner of 10% or more of the outstanding shares of Common Stock and
that had publicly disclosed such ownership.

     In addition, the Amendment permits the Board of Directors to cause certain
inadvertent acquisitions of Common Stock not to result in a person's becoming an
Acquiring Person if the person promptly divests itself of sufficient Common
Stock. Finally, the Amendment permits the Board of Directors, at any time that
the rights under the Rights Agreement are redeemable, to increase or decrease
the ownership level that causes a person to be an Acquiring Person.

     A copy of the Amendment has been filed with the Securities and Exchange
Commission as an exhibit to this Report on Form 8-K. This summary description of
the Amendment does not purport to be complete and is qualified in its entirety
by reference to the Amendment, which is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits

              1.    Amendment to Rights Agreement dated as of January 27, 1995
                    between Imperial Holly Corporation and The Bank of New York,
                    as Rights Agent.
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                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                              IMPERIAL HOLLY CORPORATION

Date: February 3, 1995        By:  /s/ JAMES C. KEMPNER
                            Name:      James C. Kempner
                           Title:      President and Chief Executive Officer

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EX-1

                                                                   EXHIBIT 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
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                  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.
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                  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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