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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*

                              HAIN FOOD GROUP, INC.
                     -------------------------------------
                                (Name of Issuer)

                          Common Stock, $0.01 par Value
                 ----------------------------------------------
                         (Title of Class of Securities)

                                    405219106
                        --------------------------------
                                 (CUSIP Number)

                              Stephen M. Vine, Esq.
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                 399 Park Avenue
                            New York, New York 10022
                                 (212) 872-1000
             -----------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                February 7, 1997
                      ------------------------------------
                      (Date of Event which Requires Filing
                               of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].

Check the following box if a fee is being paid with the statement  [_].** (A fee
is not required only if the reporting  person:  (1) has a previous  statement on
file  reporting  beneficial  ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule 13d- 1(a) for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                         Continued on following page(s)
                               Page 1 of 19 Pages
                             Exhibit Index: Page 16

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

**      A filing  fee is not  being  paid with this  statement  pursuant  to SEC
        Release  No.  33-7331  whereby  the filing fee has been  eliminated  for
        Schedule 13D.





                                                              Page 2 of 19 Pages


                                  SCHEDULE 13D

CUSIP No. 405219106

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               Soros Fund Management LLC

2       Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]
3       SEC Use Only

4       Source of Funds*

               AF

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Delaware

                      7      Sole Voting Power
 Number of                          0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          0
    Each
  Reporting           9      Sole Dispositive Power
   Person                           0
    With
                      10     Shared Dispositive Power
                                    0

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    566,700/1/

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [X]

13      Percent of Class Represented By Amount in Row (11)

                             6.61%

14      Type of Reporting Person*

               OO; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

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

/1/     See Item 5.





                                                              Page 3 of 19 Pages


                                  SCHEDULE 13D


CUSIP No. 405219106

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               George Soros (in the capacity described herein)

2       Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]
3       SEC Use Only

4       Source of Funds*

               AF

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               United States

                      7      Sole Voting Power
 Number of                          0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          0
    Each
  Reporting           9      Sole Dispositive Power
   Person                           0
    With
                      10     Shared Dispositive Power
                                    0

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    566,700/1/

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [X]

13      Percent of Class Represented By Amount in Row (11)

                             6.61%

14      Type of Reporting Person*

               IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

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

/1/     See Item 5.





                                                              Page 4 of 19 Pages

                                  SCHEDULE 13D


CUSIP No. 405219106

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               Stanley F. Druckenmiller (in the capacity described herein)

2       Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]
3       SEC Use Only

4       Source of Funds*

               AF

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               United States

                      7      Sole Voting Power
 Number of                          0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          0
    Each
  Reporting           9      Sole Dispositive Power
   Person                           0
    With
                      10     Shared Dispositive Power
                                    0

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    566,700/1/

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [X]

13      Percent of Class Represented By Amount in Row (11)

                             6.61%

14      Type of Reporting Person*

               IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

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

/1/     See Item 5.





                                                              Page 5 of 19 Pages


                                  SCHEDULE 13D

CUSIP No. 405219106

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               White Rock Capital, L.P.

2       Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]

3       SEC Use Only

4       Source of Funds*

               WC

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               Texas

                      7      Sole Voting Power
 Number of                          0
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          666,700
    Each
  Reporting           9      Sole Dispositive Power
   Person                           0
    With
                      10     Shared Dispositive Power
                                    666,700

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    666,700

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [X]

13      Percent of Class Represented By Amount in Row (11)

                             7.78%

14      Type of Reporting Person*

               PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 6 of 19 Pages


                                  SCHEDULE 13D

CUSIP No. 405219106

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               Thomas U. Barton

2       Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [X]

3       SEC Use Only

4       Source of Funds*

               PF; AF

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               United States

                      7      Sole Voting Power
 Number of                          55,000
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          666,700
    Each
  Reporting           9      Sole Dispositive Power
   Person                           55,000
    With
                      10     Shared Dispositive Power
                                    666,700

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    721,700

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [x]

13      Percent of Class Represented By Amount in Row (11)

                                    8.42%

14      Type of Reporting Person*

               IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 7 of 19 Pages


                                  SCHEDULE 13D

CUSIP No. 405219106

1       Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

               Joseph U. Barton

2       Check the Appropriate Box If a Member of a Group*
                                            a.  [_]
                                            b.  [x]

3       SEC Use Only

4       Source of Funds*

               PF; AF

5       Check Box If Disclosure  of Legal  Proceedings  Is Required  Pursuant to
        Items 2(d) or 2(e) [_]

6       Citizenship or Place of Organization

               United States

                      7      Sole Voting Power
 Number of                          25,000
   Shares
Beneficially          8      Shared Voting Power
  Owned By                          666,700
    Each
  Reporting           9      Sole Dispositive Power
   Person                           25,000
    With
                      10     Shared Dispositive Power
                                    666,700

11      Aggregate Amount Beneficially Owned by Each Reporting Person

                                    691,700

12      Check Box If the Aggregate  Amount in Row (11) Excludes  Certain Shares*
        [x]

13      Percent of Class Represented By Amount in Row (11)

                             8.07%

14      Type of Reporting Person*

               IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 8 of 19 Pages


               This Statement on Schedule 13D relates to shares of Common Stock,
$.01 par  value  per  share  (the  "Shares"),  of Hain  Food  Group,  Inc.  (the
"Issuer").  This  Statement is being filed by the Reporting  Persons (as defined
herein)  to report  recent  acquisitions  of Shares of the Issuer as a result of
which the Reporting  Persons may be deemed to be the  beneficial  owners of more
than 5% of the outstanding Shares.

Item 1.        Security and Issuer.

               This  Statement  relates  to  the  Shares.  The  address  of  the
principal  executive  offices  of the  Issuer  is 50  Charles  Lindbergh  Blvd.,
Uniondale, New York 11553.

Item 2.        Identity and Background.

               This statement is filed on behalf of Soros Fund Management LLC, a
Delaware limited liability company ("SFM LLC"), Mr. George Soros ("Mr.  Soros"),
Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"),  White Rock Capital, L.P., a
Texas limited partnership ("White Rock"),  Thomas U. Barton and Joseph U. Barton
(collectively,  the "Reporting Persons"). This statement on Schedule 13D relates
to Shares that were  acquired  by White Rock on behalf of certain  institutional
clients (the "White Rock  Clients"),  including  Quasar  International  Partners
C.V., a  Netherlands  Antilles  limited  partnership  ("Quasar  Partners"),  and
Collins Capital Diversified Fund, L.P., a Delaware limited partnership ("Collins
Capital"). This statement also relates to Shares acquired for Joseph U. Barton's
personal  account,  and to certain  options  acquired  by Thomas U.  Barton (the
"Barton  Options")  for his own  personal  account,  pursuant to an  arrangement
between Donaldson, Lufkin & Jenrette Securities Corporation and Thomas U. Barton
providing  for the  trading  of options to  acquire  securities,  including  the
Shares,  at a strike price  typically  equivalent to the current market price on
the date such option is acquired.

               The business of SFM LLC is managed through a Management Committee
(the "Management  Committee")  comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. SFM LLC, a Delaware limited liability company, has its principal
office at 888  Seventh  Avenue,  33rd  Floor,  New  York,  New York  10106.  Its
principal  business  is  to  serve,  pursuant  to  contract,  as  the  principal
investment  manager to several foreign  investment  companies,  including Quasar
Partners (the "SFM  Clients").  SFM LLC has been granted  investment  discretion
over portfolio investments, including the Shares, held for the account of Quasar
Partners.  Quasar  Partners  has  its  principal  office  at Kaya  Flamboyan  9,
Willemstad,  Curacao,  Netherlands  Antilles.  SFM LLC's  contracts with the SFM
Clients  generally  provide  that  SFM  LLC is  responsible  for  designing  and
implementing  the SFM Clients'  overall  investment  strategies;  for conducting
direct  portfolio  management  strategies to the extent that SFM LLC  determines
that it is appropriate to utilize its own portfolio management capabilities; for
selecting,  evaluating  and  monitoring  other  investment  advisors  who manage
separate  portfolios  on  behalf  of the SFM  Clients;  and for  allocating  and
reallocating the SFM Clients' assets among the outside  managers and itself.  In
connection therewith, Quasar Partners has granted investment discretion to White
Rock pursuant to an investment  advisory  contract  between Quasar  Partners and
White  Rock (the  "White  Rock  Contract").  The Shares  currently  held for the
account of Quasar  Partners were  acquired at the  direction of White Rock,  and
none of SFM LLC, Mr. Soros and Mr.  Druckenmiller  currently exercises voting or
dispositive power over the Shares.

               Mr. Soros,  as Chairman of SFM LLC, has the ability to direct the
investment  decisions  of SFM LLC and as such may be deemed  to have  investment
discretion  over the  Shares  held  for the  account  of  Quasar  Partners.  Mr.
Druckenmiller,  as Lead Portfolio  Manager of SFM LLC, has the ability to direct
the investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the Shares held for the account of Quasar Partners. Set forth in
Annex A hereto and  incorporated  by  reference  in  response to this Item 2 and
elsewhere in this Schedule 13D as applicable is a list of the Managing Directors
of SFM LLC (the executive officers of SFM LLC).






                                                              Page 9 of 19 Pages


               The principal  occupation of Mr. Soros, a United States  citizen,
is his  direction  of the  activities  of SFM LLC,  which is carried  out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.

               The principal  occupation of Mr.  Druckenmiller,  a United States
citizen,  is  his  position  as  Lead  Portfolio  Manager  and a  Member  of the
Management  Committee  of SFM LLC,  which is carried out at SFM LLC's  principal
office.

               Pursuant to  regulations  promulgated  under Section 13(d) of the
Act,  SFM LLC,  Mr.  Soros,  in his  capacity as  Chairman  of SFM LLC,  and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be
deemed a beneficial  owner of the Shares held for the account of Quasar Partners
as a result of the  contractual  authority  of SFM LLC to  exercise  voting  and
dispositive power with respect to such Shares.

               Collins Capital is a limited  partnership  whose primary business
is to serve as a  fund-to-fund  manager,  placing  partnership  assets under the
discretionary  direction of outside managers. In connection  therewith,  Collins
Capital  entered into an agreement with Thomas U. Barton and Joseph U. Barton of
White Rock,  dated  December  22,  1994,  pursuant to which Thomas U. Barton and
Joseph U. Barton were  appointed to manage the securities  trading  portfolio of
Collins  Capital.  The  principal  business  address of Collins  Capital is 3131
Turtle Creek Boulevard, Suite 888, Dallas, Texas 75219.

               White Rock is a limited partnership engaged in the investment and
investment  management business.  The principal  occupations of Thomas U. Barton
and  Joseph  U.  Barton,  both of whom are  United  States  citizens,  are their
positions  as the  general  partners  of White  Rock at White  Rock's  principal
office.  The principal  business address of each of White Rock, Thomas U. Barton
and Joseph U. Barton is 3131 Turtle Creek Boulevard,  Suite 800,  Dallas,  Texas
75219.

               During the past five years, none of the Reporting Persons, Quasar
Partners,  Collins Capital and, to the best of the Reporting Persons' knowledge,
any other person identified in response to this Item 2 has been (a) convicted in
a criminal  proceeding,  or (b) a party to any civil  proceeding  as a result of
which he has been subject to a judgment,  decree or final order enjoining future
violations  of, or prohibiting  or mandating  activities  subject to, federal or
state securities laws, or finding any violation with respect to such laws.

               The  Reporting  Persons  are making  this  single,  joint  filing
pursuant to Rule 13d-1(f) of Regulation 13D-G under the Securities  Exchange Act
of 1934,  as amended (the "Act");  however,  neither the fact of this filing nor
any  information  contained  herein shall be deemed to be an admission by any of
the Reporting Persons that a group exists within the meaning of Section 13(d)(3)
of the Act.

               Information  contained herein  concerning SFM LLC, Mr. Soros, Mr.
Druckenmiller  and Quasar  Partners  has been  provided by SFM LLC.  White Rock,
Thomas  U.  Barton  and  Joseph U.  Barton  assume  no  responsibility  for such
information.   Information  contained  herein  concerning  White  Rock,  Collins
Capital,  Thomas U. Barton and Joseph U. Barton has been provided by White Rock.
SFM LLC,  Mr.  Soros and Mr.  Druckenmiller  assume no  responsibility  for such
information.





                                                             Page 10 of 19 Pages


Item 3.        Source and Amount of Funds or Other Consideration.

               White  Rock  expended  approximately  $2,065,127  of the  working
capital of Quasar  Partners  to  purchase  the Shares  reported  herein as being
acquired within the last 60 days. White Rock expended  approximately $409,013 of
the working capital of Collins Capital to purchase the Shares reported herein as
being acquired within the last 60 days. Thomas U. Barton expended  approximately
$44,060 of his personal funds to purchase the Barton Options  reported herein as
having  been  acquired  within  the  last 60 days.  Joseph  U.  Barton  expended
approximately  $91,999 of his  personal  funds to purchase  the Shares  reported
herein as being acquired within the last 60 days.

               The  Shares  (and  securities  derivative  thereof)  held for the
accounts of the SFM Clients,  Collins Capital,  White Rock, Thomas U. Barton and
Joseph U. Barton may be held through margin  accounts  maintained  with brokers,
which extend margin  credit as and when  required to open or carry  positions in
their margin accounts,  subject to applicable federal margin regulations,  stock
exchange rules and such firm's credit policies.  The Shares which may be held in
the margin  accounts are pledged as  collateral  security  for the  repayment of
debit balances in the respective accounts.

Item 4.        Purpose of Transaction.

               All of the Shares (and securities  derivative  thereof)  reported
herein as having been  acquired  for or disposed of from the  accounts of Quasar
Partners,  Collins Capital,  Joseph U. Barton and Thomas U. Barton were acquired
or disposed of for investment purposes.  Neither Quasar Partners,  the Reporting
Persons  nor,  to the  best of their  knowledge,  any of the  other  individuals
identified  in response to Item 2, has any plans or proposals  that relate to or
would result in any of the transactions  described in subparagraphs  (a) through
(j) of Item 4 of  Schedule  13D.  The  Reporting  Persons  reserve  the right to
acquire,  or cause to be  acquired,  additional  securities  of the  Issuer,  to
dispose of, or cause to be disposed, such securities at any time or to formulate
other  purposes,  plans  or  proposals  regarding  the  Issuer  or  any  of  its
securities,  to the extent deemed  advisable in light of general  investment and
trading  policies  of the  Reporting  Persons,  Collins  Capital  and/or the SFM
Clients, market conditions or other factors.

Item 5.        Interest in Securities of the Issuer.

               (a) (i) As a consequence SFM LLC's ability to terminate the White
Rock Contract with respect to all  investments,  including  those  involving the
Shares, and acquire voting and dispositive power over the Shares within 60 days,
notwithstanding  the fact that none of SFM LLC, Mr. Soros and Mr.  Druckenmiller
currently exercises such power, SFM LLC, Mr. Soros and Mr.  Druckenmiller may be
deemed the beneficial owner of 566,700 Shares  (approximately 6.61% of the total
number of Shares outstanding).

                    (ii)  White  Rock  may be  deemed  the  beneficial  owner of
666,700 Shares  (approximately 7.78% of the total number of Shares outstanding).
This  number  consists  of (1)  566,700  Shares  held for the  account of Quasar
Partners and (2) 100,000 Shares held for the account of Collins Capital.

                    (iii) Thomas U. Barton may be deemed the beneficial owner of
721,700 Shares  (approximately  8.42% of the total number of Shares  outstanding
assuming  the  exercise  of the Barton  Options).  This  number  consists of (1)
566,700 Shares held for the account of Quasar Partners,  (2) 100,000 Shares held
for the account of Collins Capital, and (3) 55,000 Shares issuable upon exercise
by Thomas U. Barton of the Barton Options currently held for his account.





                                                             Page 11 of 19 Pages



                    (iv) Joseph U. Barton may be deemed the beneficial  owner of
691,700 Shares  (approximately 8.07% of the total number of Shares outstanding).
This  number  consists  of (1)  566,700  Shares  held for the  account of Quasar
Partners,  (2) 100,000  Shares  held for the account of Collins  Capital and (3)
25,000 Shares held for his account.

               (b) (i) White  Rock,  Thomas U.  Barton and Joseph U.  Barton are
currently  vested with shared power to direct the voting and  disposition of the
566,700  Shares  held for the account  Quasar  Partners as a result of the White
Rock  Contract and the positions of Thomas U. Barton and Joseph U. Barton as the
general partners of White Rock. SFM LLC has the contractual  authority on behalf
of Quasar Partners to terminate the White Rock Contract within 60 days and, as a
result,  SFM LLC,  Mr.  Soros  and Mr.  Druckenmiller  may be deemed to have the
ability to acquire  the  voting  and  dispositive  power held by White Rock with
respect to the 566,700 Shares.

                    (ii) White  Rock,  Thomas U. Barton and Joseph U. Barton are
currently  vested with shared power to direct the voting and  disposition of the
100,000 Shares held for the account of Collins Capital.

                    (iii)  Thomas U.  Barton is  currently  vested with the sole
power to direct the voting and  disposition  of the 55,000 Shares  issuable upon
exercise  by  Thomas U.  Barton of the  Barton  Options  currently  held for his
account.

                    (iv)  Joseph U.  Barton is  currently  vested  with the sole
power to direct the voting and  disposition  of the 25,000  Shares  held for his
account.

               (c) Except as disclosed in Item 2 hereof,  which is  incorporated
by reference in this Item 5, and on Annex B attached hereto,  there have been no
transactions  effected  with respect to the Shares  since  December 20, 1996 (60
days  prior to the date  hereof)  by the  Reporting  Persons,  SFM LLC or Quasar
Partners. 

               (d) (i) The  partners  of  Quasar  Partners  have  the  right  to
participate in the receipt of dividends  from, or proceeds from the sale of, the
Shares held by Quasar Partners in accordance with their partnership interests in
Quasar Partners.

                    (ii) The  partners  of  Collins  Capital  have the  right to
participate in the receipt of dividends  from, or proceeds from the sale of, the
Shares held by Collins Capital in accordance with their partnership interests in
Collins Capital.

                    (iii) Thomas U. Barton has the sole right to  participate in
the receipt of dividends from, or proceeds from the sale of, the Shares issuable
upon exercise by Thomas U. Barton of the Barton  Options  currently held for his
account.

                    (iv) Joseph U. Barton has the sole right to  participate  in
the receipt of dividends from, or proceeds from the sale of, the Shares held for
his account.

               (e) Not applicable.








                                                             Page 12 of 19 Pages


               SFM LLC,  Mr.  Soros  and Mr.  Druckenmiller  expressly  disclaim
beneficial  ownership of any Shares (or securities  derivative thereof) not held
for the accounts of the SFM Clients.  White Rock expressly disclaims  beneficial
ownership  of any Shares (or  securities  derivative  thereof)  not held for the
accounts  of the White  Rock  Clients.  Thomas  U.  Barton  expressly  disclaims
beneficial  ownership of any Shares (or securities  derivative thereof) not held
for his personal  account or the accounts of the White Rock  Clients.  Joseph U.
Barton  expressly  disclaims  beneficial  ownership of any Shares (or securities
derivative  thereof)  not held for his  personal  account or the accounts of the
White Rock Clients.


Item 6.        Contracts,  Arrangements,  Understandings  in  Relationship  with
               Respect to Securities of the Issuer.

               The Barton  Options  were  acquired  pursuant  to an  arrangement
between Donaldson, Lufkin & Jenrette Securities Corporation and Thomas U. Barton
providing  for the  trading  of options to  acquire  securities,  including  the
Shares,  at a strike price  typically  equivalent to the current market price on
the date such option is acquired.

               From  time  to  time,  each  of  the  Reporting  Persons,  Quasar
Partners,  Collins  Capital,  Thomas U. Barton and/or other SFM Clients may lend
portfolio securities to brokers,  banks or other financial  institutions.  These
loans  typically  obligate  the borrower to return the  securities,  or an equal
amount of securities of the same class, to the lender and typically provide that
the  borrower  is entitled to  exercise  voting  rights and to retain  dividends
during  the term of the  loan.  From  time to time to the  extent  permitted  by
applicable laws, each of the Reporting Persons, Quasar Partners, Collins Capital
and other SFM  Clients may borrow  securities,  including  the  Shares,  for the
purpose of effecting, and may effect, short sale transactions,  and may purchase
securities for the purpose of closing out short positions in such securities.

               Except as  disclosed  above,  the  Reporting  Persons and the SFM
Clients do not have any contracts, arrangements, understandings or relationships
with respect to any securities of the Issuer.

Item 7.        Material to be Filed as Exhibits.

               A. Power of Attorney  dated as of January 1, 1997  granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.

               B. Power of Attorney  dated as of January 1, 1997  granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.

               C. Joint Filing  Agreement  dated  February 18, 1997 by and among
SFM LLC, Mr. Soros, Mr.  Druckenmiller,  White Rock, Thomas U. Barton and Joseph
U. Barton.






                                                             Page 13 of 19 Pages


                                   SIGNATURES

               After  reasonable  inquiry  and to the best of my  knowledge  and
belief,  the  undersigned  certifies  that  the  information  set  forth in this
statement is true, complete and correct.

Date:  February 18, 1997                SOROS FUND MANAGEMENT LLC


                                        By:  /S/ MICHAEL C. NEUS
                                             ----------------------------------
                                             Michael C. Neus
                                             Assistant General Counsel


                                        GEORGE SOROS


                                        By:  /S/ MICHAEL C. NEUS
                                             ----------------------------------
                                             Michael C. Neus
                                             Attorney-in-Fact


                                        STANLEY F. DRUCKENMILLER


                                        By:  /S/ MICHAEL C. NEUS
                                             ----------------------------------
                                             Michael C. Neus
                                             Attorney-in-Fact


                                        WHITE ROCK CAPITAL, L.P.


                                        By:  /S/ THOMAS U. BARTON
                                             ----------------------------------
                                             Thomas U. Barton
                                             General Partner


                                        /S/ THOMAS U. BARTON
                                        ---------------------------------------
                                        Thomas U. Barton


                                        /S/ JOSEPH U. BARTON
                                        ---------------------------------------
                                        Joseph U. Barton





                                                             Page 14 of 19 Pages


                                     ANNEX A


               The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:


                              Scott K. H. Bessent
                              Walter Burlock
                              Brian J. Corvese
                              Jeffrey L. Feinberg
                              Arminio Fraga
                              Gary Gladstein
                              Robert K. Jermain
                              David N. Kowitz
                              Alexander C. McAree
                              Paul McNulty
                              Gabriel S. Nechamkin
                              Steven Okin
                              Dale Precoda
                              Lief D. Rosenblatt
                              Mark D. Sonnino
                              Filiberto H. Verticelli
                              Sean C. Warren

Each of the  above-listed  persons is a United States  citizen  whose  principal
occupation  is serving as Managing  Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.

To the best of the Reporting Persons' knowledge:

          (a) None of the above persons holds any Shares.

          (b)  None  of the  above  persons  has  any  contracts,  arrangements,
          understandings or relationships with respect to the Shares.








                                                                       Page 15 of 19 Pages

ANNEX B RECENT TRANSACTION IN THE COMMON STOCK OF HAIN FOOD GROUP, INC. Number of Shares/ Date of Nature of Option Price Per Share/ For the Account of Transaction Transaction Contracts Option Contract - ------------------ ----------- ----------- --------- ---------------- Quasar Partners/1/ 1/13/97 Buy 45,000 3.695 1/14/97 Buy 85,000 4.080 1/15/97 Buy 24,000 4.158 1/16/97 Buy 13,000 4.167 1/17/97 Buy 2,500 4.206 1/20/97 Buy 5,000 4.331 1/30/97 Sell 5,000 4.689 2/05/97 Buy 52,000 5.353 2/06/97 Buy 63,700 5.515 2/07/97 Buy 65,000 5.664 2/11/97 Buy 80,000 4.600 Joseph U. Barton/2/ 01/13/97 Buy 2,000 3.770 01/13/97 Buy 3,000 3.736 01/28/97 Buy 5,000 4.331 01/30/97 Buy 5,000 4.811 02/13/97 Buy 5,000 5.508 Thomas U. Barton/3/ 12/20/96 Buy 300/4/ 90.00 01/23/97 Buy 100/4/ 62.81 01/30/97 Buy 150/4/ 71.86 Collins Capital/2/ 01/13/97 Buy 10,000 3.695 01/14/97 Buy 15,000 4.080 02/05/97 Buy 20,000 5.353 02/06/97 Buy 10,000 5.516 02/07/97 Buy 10,000 5.605 02/11/97 Buy 20,000 4.600 - -------- /1/ Transactions effected at the direction of White Rock Capital, L.P. These Shares were acquired and/or disposed of in the over-the-counter market in routine brokerage transactions. /2/ These Shares were acquired and/or disposed of in the over-the-counter market in routine brokerage transactions. /3/ The Barton Options were acquired pursuant to an arrangement with Donaldson, Lufkin & Jenrette Securities Corporation. /4/ Each Call Option Contract is exercisable for 100 Shares.
Page 16 of 19 Pages EXHIBIT INDEX Page No. -------- A. Power of Attorney dated as of January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.............................................................. 17 B. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.................................................. 18 C. Joint Filing Agreement dated February 18, 1997 by and among Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller, White Rock Capital, L.P., Thomas U. Barton and Joseph U. Barton................................................. 19


                                                             Page 17 of 19 Pages


                                    EXHIBIT A

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that I, GEORGE SOROS,  hereby make,  constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually,  as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal  capacity or (b) in my capacity as Chairman  of,  member of or in other
capacities  with  Soros  Fund  Management  LLC,  all  documents,   certificates,
instruments,  statements,  filings and agreements ("documents") to be filed with
or  delivered  to any foreign or domestic  governmental  or  regulatory  body or
required or  requested  by any other  person or entity  pursuant to any legal or
regulatory  requirement  relating to the acquisition,  ownership,  management or
disposition of securities or other investments, and any other documents relating
or ancillary  thereto,  including but not limited to, all documents  relating to
filings with the United States  Securities and Exchange  Commission  (the "SEC")
pursuant to the Securities  Act of 1933 or the  Securities  Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial  ownership of securities required to be
filed  with  the SEC  pursuant  to  Section  13(d) or  Section  16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule  13G and  any  amendments  thereto,  (b) any  joint  filing  agreements
pursuant to Rule  13d-1(f) and (c) any initial  statements  of, or statements of
changes in,  beneficial  ownership of securities on Form 3, Form 4 or Form 5 and
(2) any  information  statements  on Form 13F  required to be filed with the SEC
pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN  WITNESS  WHEREOF,  I have  executed  this  instrument  as of the  1st day of
January, 1997.




                                   /s/ George Soros
                                   -----------------------------------
                                   GEORGE SOROS


                                                             Page 18 of 19 Pages


                                    EXHIBIT B

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that I, STANLEY F. DRUCKENMILLER,  hereby make,
constitute  and  appoint  each of SEAN C.  WARREN and  MICHAEL  C. NEUS,  acting
individually,  as my agent and  attorney-in-fact for the purpose of executing in
my name,  (a) in my personal  capacity  or (b) in my capacity as Lead  Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents,  certificates,   instruments,   statements,  filings  and  agreements
("documents")  to be  filed  with  or  delivered  to  any  foreign  or  domestic
governmental  or regulatory body or required or requested by any other person or
entity  pursuant  to  any  legal  or  regulatory  requirement  relating  to  the
acquisition,  ownership,  management  or  disposition  of  securities  or  other
investments,  and any other documents relating or ancillary  thereto,  including
but not limited to, all  documents  relating to filings  with the United  States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the  Securities  Exchange  Act of 1934  (the  "Act")  and the  rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition  statements  on  Schedule  13D or  Schedule  13G and any  amendments
thereto,  (b) any joint filing agreements  pursuant to Rule 13d-1(f) and (c) any
initial  statements  of, or  statements of changes in,  beneficial  ownership of
securities  on Form 3, Form 4 or Form 5 and (2) any  information  statements  on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN  WITNESS  WHEREOF,  I have  executed  this  instrument  as of the  1st day of
January, 1997.




                                             /s/ Stanley F. Druckenmiller
                                             ----------------------------------
                                             STANLEY F. DRUCKENMILLER



                                                             Page 19 of 19 Pages

                                    EXHIBIT C

                             JOINT FILING AGREEMENT

               The  undersigned  hereby agree that the statement on Schedule 13D
with respect to the Common  Stock of Hain Food Group,  Inc.  dated  February 18,
1997 is, and any amendments  thereto signed by each of the undersigned shall be,
filed on behalf of us pursuant to and in accordance  with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.

Date:  February 18, 1997                SOROS FUND MANAGEMENT LLC


                                        By:  /S/ MICHAEL C. NEUS
                                             ----------------------------------
                                             Michael C. Neus
                                             Assistant General Counsel


                                        GEORGE SOROS


                                        By:  /S/ MICHAEL C. NEUS
                                             ----------------------------------
                                             Michael C. Neus
                                             Attorney-in-Fact


                                        STANLEY F. DRUCKENMILLER


                                        By:  /S/ MICHAEL C. NEUS
                                             ----------------------------------
                                             Michael C. Neus
                                             Attorney-in-Fact


                                        WHITE ROCK CAPITAL, L.P.


                                        By:  /S/ THOMAS U. BARTON
                                             ----------------------------------
                                             Thomas U. Barton
                                             General Partner


                                        /S/ THOMAS U. BARTON
                                        ---------------------------------------
                                        Thomas U. Barton


                                        /S/ JOSEPH U. BARTON
                                        ---------------------------------------
                                        Joseph U. Barton