10QSB/A

                            FORM 10-QSB/A No. 1


                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


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


For the quarter ended: 03/31/96              Commission File No.: 0-22818



                         THE HAIN FOOD GROUP, INC.
                                                   
          (Exact name of Registrant as specified in its charter)


             Delaware                                       22-3240619
                                                                          
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                         Identification No.)


         50 Charles Lindbergh Boulevard, Uniondale, New York 11553
                                                                  
                 (Address of principal executive offices)


Registrant's telephone number, including area code: (516) 237-6200
                                                          



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 123 months (or for such shorter period that the registrant was
required to file such reports, and (2) has been subject to such filing
requirement for the past 90 days.


               Yes  X                   No
                                               


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

8,866,899 shares of Common Stock $.01 par value, as of July 1, 1996.



                     THE HAIN FOOD GROUP, INC.
                              INDEX

                                                           
     
Part I    Financial Information

Item 1.   Financial Statements

          Consolidated Balance Sheets - March 31, 1996
          (unaudited) and June 30, 1995                         

          Consolidated Statements of Operations - Three
          months and Nine months ended March 31, 1996
          and 1995 (unaudited)                                  

          Consolidated Statements of Cash Flows - Nine
          months ended March 31, 1996 and 1995 (unaudited)     

          Notes to Consolidated Financial Statements      


Item 2.   Management's Discussion and Analysis of 
          Financial Condition and Results of Operations   


Part II   Other Information

          Items 1 to 5 are not applicable

          Item 6 - Exhibits and Reports on Form 8-K           

          Signatures                                          


                   PART II - OTHER INFORMATION



Item 6. - Exhibits and Reports on Form 8-K

a.   Exhibits

     Exhibit 27. Financial Data Schedule

b. Reports on Form 8-K

     In November 1995, the Company filed its Report on Form 8-K reporting on
     the acquisition of substantially all of the assets of The Estee
     Corporation and the related financing thereof.  In January 1996, the
     Company filed a Report on Form 8-K/A which included the requisite
     financial statements and pro forma financial information relating to the
     acquisition.




                   PART II - OTHER INFORMATION



                            SIGNATURES



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 thereunto duly authorized.


                                   THE HAIN FOOD GROUP, INC.






Date: July 11, 1996                   Irwin D. Simon           
                                      Irwin D. Simon,
                                      President and Chief
                                      Executive Officer 







Date: July 11, 1996                   Jack Kaufman             
                                      Jack Kaufman,
                                      Vice President-Finance and
                                      Chief Financial Officer

EX-27

 

<ARTICLE>      5
<MULTIPLIER>   1,000
       
                                     
<PERIOD-TYPE>                           9-MOS
<FISCAL-YEAR-END>                       Jun-30-1996
<PERIOD-START>                          Jul-01-1995
<PERIOD-END>                            Mar-31-1996
<CASH>                                           92
<SECURITIES>                                      0
<RECEIVABLES>                                  8311
<ALLOWANCES>                                     81
<INVENTORY>                                    7879
<CURRENT-ASSETS>                              19605
<PP&E>                                         1048
<DEPRECIATION>                                  355
<TOTAL-ASSETS>                                49794
<CURRENT-LIABILITIES>                         10367
<BONDS>                                       15081
<COMMON>                                         89
<PREFERRED-MANDATORY>                             0
<PREFERRED>                                       0
<OTHER-SE>                                    23832
<TOTAL-LIABILITY-AND-EQUITY>                  49794
<SALES>                                       48867
<TOTAL-REVENUES>                              48867
<CGS>                                         29336
<TOTAL-COSTS>                                 29336
<OTHER-EXPENSES>                                  0 
<LOSS-PROVISION>                                  0 
<INTEREST-EXPENSE>                             1578     
<INCOME-PRETAX>                                2801
<INCOME-TAX>                                   1170      
<INCOME-CONTINUING>                            1631       
<DISCONTINUED>                                    0    
<EXTRAORDINARY>                                   0
<CHANGES>                                         0
<NET-INCOME>                                   1631
<EPS-PRIMARY>                                   .18
<EPS-DILUTED>                                   .18