8-A12G

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A

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

                             IMPERIAL SUGAR COMPANY
             (Exact name of registrant as specified in its charter)

                Texas                                     74-0704500
(State of incorporation or organization)          (I.R.S. Employer I.D. No.)


 One Imperial Square, 8016 Highway 90A
    P.O. Box 9, Sugar Land, Texas                              77487-0009
(Address of principal executive offices)                       (Zip Code)


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

                                      None

     If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [_]

     If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]

     Securities Act registration statement file number to which this form
relates: not applicable.

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

                        Warrants to Purchase Common Stock
                                (Title of Class)




Item 1. Description of Registrant's Securities to be Registered.

     This registration statement on Form 8-A registers, under Section 12(g) of
the Securities Exchange Act of 1934, as amended, warrants (the "Warrants") to
purchase shares of common stock, without par value (the "Common Stock"), of
Imperial Sugar Company, a Texas corporation (the "Company").

     On August 29, 2001, the Company emerged from protection under the U.S.
Bankruptcy Code and its plan of reorganization became effective. Under the plan
of reorganization, Warrants to purchase an aggregate of 1,111,111 shares of
Common Stock were issuable to persons who were common shareholders of the
Company immediately prior to effectiveness of the plan of reorganization.

     The following summary of the terms of the Warrants is general, does not
purport to be complete and is qualified in its entirety by reference to (1) the
Warrant Agreement (the "Warrant Agreement") dated August 28, 2001 by and between
the Company and The Bank of New York as warrant agent, a copy of which has been
filed as Exhibit 4.6 of the Company's Current Report on Form 8-K dated September
12, 2001, File No. 001-10307, and (2) the Specimen Warrant certificate filed
with this Form 8-A:

..    As of the date of this Form 8-A, 1,111,111 Warrants remain outstanding, and
     each entitles the holder initially to purchase one share of Common Stock,
     subject to adjustment as provided in the Warrant Agreement;

..    The exercise price of the Warrants is $31.89 per share of Common Stock,
     subject to reduction by the Company in its sole discretion and to other
     adjustments as provided in the Warrant Agreement;

..    The exercise period for the Warrants began on August 30, 2001 and will
     expire at 5:00 p.m., Central time, on August 29, 2008 (the "Expiration
     Date"), the seventh anniversary of the effective date of the plan of
     reorganization;

..    All Warrants which are not exercised on or before 5:00 p.m., Central time,
     on the Expiration Date will become void and of no value;

..    No holder of Warrants is entitled to any of the rights of a holder of
     Common Stock, including the right to receive dividends or other
     distributions paid on the Common Stock;

..    No fractional shares of Common Stock will be issued on exercise of the
     Warrants; instead, cash will be paid in an amount equal to the fraction
     multiplied by the then-current market price per share of the Common Stock
     (as determined by the Warrant Agreement);

..    The number of shares of Common Stock purchasable upon the exercise of the
     Warrants and the exercise price therefor are subject to adjustment on the
     occurrence of certain events, including, but not limited to, (i) the
     issuance of Common Stock as a dividend or

                                     Page 2



     distribution on the outstanding shares of Common Stock, (ii) subdivisions,
     reclassifications and combinations of the Common Stock, (iii) the issuance
     of rights, options or warrants to all holders of Common Stock entitling
     such holders to purchase shares of Common Stock (or securities exchangeable
     for or convertible into Common Stock) at a price below the market price for
     Common Stock on the applicable record date and (iv) any other distribution
     to all holders of Common Stock of evidences of indebtedness, options,
     warrants, securities, cash or assets; and

..    The warrant agent for the Warrants is The Bank of New York, with its
     principal office located at 101 Barclay Street (22W), New York, New York
     10286.

                                     Page 3




Item 2. Exhibits.

1.   Amended and Restated Articles of Incorporation of the Company (incorporated
     by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K
     dated September 12, 2001, File No. 001-10307).

2.   Articles of Amendment dated February 28, 2002, to the Amended and Restated
     Articles of Incorporation of the Company (incorporated by reference to
     Exhibit 3(a)(2) of the Company's Annual Report on Form 10-K for the year
     ended September 30, 2002, File No. 001-10307).

3.   Amended and Restated Bylaws of the Company (incorporated by reference to
     Exhibit 3.2 of the Company's Current Report on Form 8-K dated September 12,
     2001, File No. 001-10307).

4.   Warrant Agreement dated August 28, 2001 by and between the Company and The
     Bank of New York as warrant agent (incorporated by reference to Exhibit 4.6
     of the Company's Current Report on Form 8-K dated September 12, 2001, File
     No. 001-10307).

*5.  Specimen Warrant Certificate.

- --------------------------------
*Filed herewith.

                                     Page 4



                                    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.

                             IMPERIAL SUGAR COMPANY

Date:  March 11, 2003        By:    /s/ DARRELL D. SWANK
                                    --------------------------------------------
                             Name:  Darrell D. Swank
                             Title: Executive Vice President and
                                    Chief Financial Officer

                                     Page 5

EX-99.5

                          [FORM OF WARRANT CERTIFICATE]

                                     [FACE]

                               WARRANT CERTIFICATE

                             IMPERIAL SUGAR COMPANY

NUMBER

W- _____________________                                     ___________Warrants

                                                               CUSIP 453096 11 7


     This Warrant Certificate certifies that ______________, or registered
assigns is the registered holder of _______________ Warrants (the "Warrants")
expiring August 28, 2008 (or such earlier or later date as may be fixed under
the circumstances set forth in the Warrant Agreement and described on the
reverse hereof) to purchase Common Stock of Imperial Sugar Company, a Texas
corporation (the "Company"). Each Warrant entitles the holder to purchase from
the Company one fully paid and nonassessable share of newly issued Common Stock,
without par value, of the Company (a "Common Share") at the exercise price (the
"Exercise Price") in effect under the Warrant Agreement at such time ($31.89 per
share, at the time of the initial issuance of the Warrants), payable in lawful
money of the United States of America by certified or official bank check
payable to the order of the Company, upon surrender of this Warrant Certificate
and payment of such Exercise Price to the Company at the principal office of the
Warrant Agent at 101 Barclay Street (22W), New York, New York 10286, or at
another office or agency to be maintained by the Company, but only subject to
the conditions set forth herein and in the Warrant Agreement; provided, however,
that no fractional shares shall be issued on exercise of this Warrant and that
the number or kind of shares (or in certain events other property) purchasable
upon exercise of the Warrants and the Exercise Price referred to on the reverse
hereof may as of the date of this Warrant Certificate have been, or may after
such date be, adjusted as a result of the occurrence of certain events, as more
fully provided in the Warrant Agreement.

     No Warrant may be exercised after 5:00 p.m., Central time, on August 29,
2008 or such earlier or later date as may be fixed under the circumstances set
forth in the Warrant Agreement and described on the reverse hereof (the
"Expiration Date").

     Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.

     This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent (or an authenticating agent of the Warrant Agent appointed
pursuant to Section 1 of the Warrant Agreement) by the manual signature of one
of its authorized officers.



     IN WITNESS WHEREOF, IMPERIAL SUGAR COMPANY has caused this instrument to be
signed manually or in facsimile by its Chairman of the Board, President or a
Vice President and by its Secretary or an Assistant Secretary and a facsimile of
its corporate seal to be imprinted hereon.

                                  IMPERIAL SUGAR COMPANY

                                  By:
                                     -----------------------------------------
                                  Name:
                                  Title:  President


                                  By:
                                     -----------------------------------------
                                  Name:
                                  Title: Secretary



Countersigned:

- ------------------------------------
         as Warrant Agent

By:
    --------------------------------
         Authorized Officer

OR

- ------------------------------------
         as Warrant Agent

By:
    --------------------------------
         as Authenticating Agent

By:
    --------------------------------
         Authorized Officer

     Void after 5:00 p.m. Central time, August 29, 2008 or such earlier or later
date as may be fixed under the circumstances set forth in the Warrant Agreement
and described on the reverse hereof.



                          [FORM OF WARRANT CERTIFICATE]

                                    [REVERSE]

                             IMPERIAL SUGAR COMPANY

     The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to a Warrant Agreement dated as of
August 28, 2001 (as it may be amended from time to time, the "Warrant
Agreement"), duly executed and delivered by the Company to The Bank of New York,
Warrant Agent (the "Warrant Agent"), which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Warrants, a copy of which Warrant Agreement will be
available at the office of the Secretary of the Company for inspection by
holders of Warrants during normal business hours. All capitalized terms used
herein and not otherwise defined shall have the meaning set forth in the Warrant
Agreement.

     The holder of Warrants evidenced by this Warrant Certificate may exercise
them by surrendering the Warrant Certificate, with the Form of Exercise set
forth hereon properly completed and executed, together with payment of the
Exercise Price in effect at such time and any applicable taxes pursuant to
Section 8 of the Warrant Agreement, to the Company at the principal office of
the Warrant Agent (currently located at 101 Barclay Street (22W), New York, New
York 10286). If, upon any exercise of Warrants evidenced hereby, the number of
Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his assignee a new Warrant
Certificate evidencing the number of Warrants not exercised.

     The Expiration Date may be extended by the Company in its sole discretion
from time to time by a notice given to the Warrant Agent and mailed to the
registered holders of the Warrant Certificates.

     The Warrant Agreement provides that upon the occurrence of certain events
the Exercise Price may, subject to certain conditions, be adjusted and under
certain circumstances the Warrant may become exercisable for securities or other
assets other than the shares referred to on the face hereof. If the Exercise
Price is adjusted, the Warrant Agreement provides that the number of Common
Shares purchasable upon the exercise of each Warrant shall be adjusted in
certain circumstances.

     This Warrant Certificate is transferable, in whole or in part, on the
register maintained by the Company at the principal office of the Warrant Agent
for such purpose, upon surrender of this Warrant Certificate at the office of
the Warrant Agent, or at another office or agency to be maintained by the
Company, together with a written assignment of the Warrant Certificate, on the
Form of Assignment set forth hereon or in other form satisfactory to the Warrant
Agent, duly executed by the holder or the duly appointed legal representative,
and together with funds to pay any transfer taxes payable in connection with
such transfer. Upon



such surrender and payment, a new Warrant Certificate shall be issued and
delivered, in the name of the assignee and in the denomination or denominations
specified in such instrument of assignment. If less than all of this Warrant
Certificate is being transferred, a new Warrant Certificate or Certificates
shall be issued for the portion of this Warrant Certificate not being
transferred.

     This Warrant Certificate may be divided or combined with other Warrant
Certificates upon surrender hereof to the Company at the principal office of the
Warrant Agent, or at another office or agency to be maintained by the Company,
together with a written notice specifying the names and denominations in which
new Warrant Certificates are to be issued, signed by the holder hereof or his
duly appointed legal representative, and together with the funds to pay any
transfer taxes payable in connection with such transfer. Upon such surrender and
payment, a new Warrant Certificate or Certificates shall be issued and delivered
in accordance with such notice.

     The Company may require payment of a sum sufficient to cover such
reasonable charges (including, without limitation, any tax or other governmental
charge that may be imposed and the fees and expenses of the Warrant Agent) as
the Company or the Warrant Agent may prescribe in connection with any exchange
or registration of transfer of Warrant Certificates.

     The Company and the Warrant Agent may deem and treat the registered holder
hereof as the absolute owner of the Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise or conversion hereof, any distribution to the holder hereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.



                               [FORM OF EXERCISE]

                    (To be executed upon exercise of Warrant)

     The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase _________ Common Shares and
herewith tenders payment for such Common Shares to the order of Imperial Sugar
Company in the amount of $______ in accordance with the terms hereof.

     The undersigned requests that a certificate for such Common Shares be
registered in the name of ______________ whose address is ____________________.

     If said number of Common Shares is less than all of the Common Shares
purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of the Common Shares be registered in the
name of _________ whose address is ____________________ and that such Warrant
Certificate be delivered to ____________________ whose address is
_____________________________.


Dated: _____________________, 200___


                                  Signature:
                                            ------------------------------------
                                  (Signature must conform in all
                                  respects to name of holder as
                                  specified on the face of the Warrant
                                  Certificate.)


- ---------------------------------
(Insert Social Security or
 Taxpayer Identification
 Number of Holder)


Signature Guaranteed:



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



                                  [ASSIGNMENT]

     FOR VALUE RECEIVED ______________________ hereby sells, assigns and
transfers unto _____________________ the within Warrant Certificate, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint ________________________ attorney, to transfer said
Warrant Certificate on the books of the within-named Company, with full power of
substitution in the premises.

Dated: _____________________, 200__

Name of holder of Warrant Certificate: _________________________________________
                                                     (Please Print)

Address: _______________________________________________________________________

         _______________________________________________________________________





                                   Signature:
                                              ----------------------------------
                                   NOTE: The above signature must correspond
                                   with the name as written upon the face of
                                   this Warrant Certificate in every particular,
                                   without alteration or enlargement or any
                                   change whatever.



Signature Guaranteed:



- -----------------------------------
Note: The signature must be
guaranteed by an eligible guarantor
institution (banks, stockbrokers,
savings and loan associations and
credit unions with membership in
an approved signature guarantee
medallion program), pursuant to
S.E.C. Rule 17 Ad-15.