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)
                           August 7, 1996

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

        Delaware                0-22818            22-3240619

(State or other jurisdiction   (Commission       (I.R.S. Employer
of Incorporation)              File Number)     Identification No.)

50 Charles Lindbergh Boulevard, Uniondale, NY            11553

  (Address of principal executive offices)             (Zip Code)

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

Item 5. Other Events

On June 11, 1996, the Board of Directors of the Company, subject to
the requisite approval of the Company's bank lenders, adopted a
Common Stock repurchase program authorizing the Company to repurchase
up to $2 million of the Company's common stock.  At a current trading
price of approximately $3.50 per share, a repurchase of $2 million of
common stock would amount to approximately 550,000 shares, or
approximately six percent of the 8.867 million shares currently
outstanding.  The purchases may be made, at management's discretion,
through open market purchases, block purchases and privately
negotiated transactions.  Purchases may begin immediately and
continue from time to time.

The Board of Directors approved the repurchase program because of the
Company's strong financial position and its belief that the Company's
shares are undervalued in relation to the Company's performance.

On August 7, 1996, the Company received approval for the stock
repurchase program from its bank lenders.



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.

                                By:    Jack Kaufman

                                       Jack Kaufman
                                       Vice President-Finance
                                       Chief Financial Officer

Date:  August 13, 1996