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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                              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.
                               590 Madison Avenue
                            New York, New York 10022
                                 (212) 872-1000
                     -------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  July 8, 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 [_].

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 13 Pages







                                                              Page 2 of 13 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

                                            1,126,700/1/

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

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

                                    13.17%

14       Type of Reporting Person*

                  OO; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------

1.       See Item 5.





                                                              Page 3 of 13 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

                                            1,126,700/1/

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

13       Percent of Class Represented By Amount in Row ( 1)

                                    13.17%

14       Type of Reporting Person*

                  IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------

1.       See Item 5.





                                                              Page 4 of 13 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

                                            1,126,700/1/

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

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

                                    13.17%

14       Type of Reporting Person*

                  IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------

1.       See Item 5.





                                                              Page 5 of 13 Pages

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
         Item 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                                  1,264,700
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   0
    With
                           10       Shared Dispositive Power
                                            1,264,700

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,264,700

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

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

                                    14.78%

14       Type of Reporting Person*

                  PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 6 of 13 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*

                  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                                  1,264,700
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   55,000
    With
                           10       Shared Dispositive Power
                                            1,264,700

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,319,700

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

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

                                            15.42%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 7 of 13 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         ource 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                                  1,264,700
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   25,000
    With
                           10       Shared Dispositive Power
                                            1,264,700

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,289,700

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

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

                                    15.07%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 8 of 13 Pages


               This  Amendment No. 1 to Schedule 13D relates to shares of Common
Stock,  $.01 par value per share (the "Shares"),  of Hain Food Group,  Inc. (the
"Issuer").  This  Amendment  No. 1 amends the initial  statement on Schedule 13D
dated February 18, 1997 (the "Initial Statement") filed by the Reporting Persons
(as  defined  herein).  This  Amendment  No. 1 is being  filed by the  Reporting
Persons to report the recent  acquisition  of Shares for the  accounts of Quasar
International Partners C.V., a Netherlands Antilles limited partnership ("Quasar
Partners"),   Collins  Capital   Diversified  Fund,  L.P.,  a  Delaware  limited
partnership ("Collins Capital"),  and Joseph U. Barton, as a result of which the
percentage  of  Shares of which the  Reporting  Persons  may be deemed to be the
beneficial owner has increased by more than one percent.  Capitalized terms used
but not defined  herein shall have the meanings  ascribed to them in the Initial
Statement. The Initial Statement is supplementally amended as follows.

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").

               Updated information  concerning the Managing Directors of SFM LLC
is attached hereto as Annex A and incorporated herein by reference.

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

               White  Rock  expended  approximately  $3,063,044  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 $163,457 of
the working capital of Collins Capital to purchase the Shares reported herein as
being acquired within the last 60 days. Joseph U. Barton expended  approximately
$85,579 of his personal funds to purchase the Shares  reported  herein as having
been acquired within the last 60 days.

               The  Shares  (and  securities  derivative  thereof)  held for the
accounts of Quasar Partners,  other 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 5.        Interest in Securities of the Issuer.

               (a)  (i) As a  consequence  of 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  1,126,700   Shares
(approximately 13.17% of the total number of Shares outstanding).

                    (ii)  White  Rock  may be  deemed  the  beneficial  owner of
1,264,700   Shares   (approximately   14.78%  of  the  total  number  of  Shares
outstanding).  This number consists of (1) 1,126,700 Shares held for the account
of Quasar  Partners  and (2)  138,000  Shares  held for the  account  of Collins
Capital.





                                                              Page 9 of 13 Pages



                    (iii) Thomas U. Barton may be deemed the beneficial owner of
1,319,700 Shares (approximately 15.42% of the total number of Shares outstanding
assuming  the  exercise  of the Barton  Options).  This  number  consists of (1)
1,126,700  Shares held for the account of Quasar  Partners,  (2) 138,000  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.

                    (iv) Joseph U. Barton may be deemed the beneficial  owner of
1,289,700   Shares   (approximately   15.07%  of  the  total  number  of  Shares
outstanding).  This number consists of (1) 1,126,700 Shares held for the account
of Quasar  Partners,  (2) 138,000 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
1,126,700  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 1,126,700 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
138,000 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 for the transactions disclosed on Annex B hereto, all
of which were  effected  in the  over-the-counter  market in  routine  brokerage
transactions,  there have been no transactions  with respect to the Shares since
May 12, 1997 (60 days prior to the date hereof) by any of the Reporting Persons,
Collins Capital or Quasar Partners.

               (d)  (i)  The  partners  of  Quasar  Partners,  including  Quasar
International Fund N.V., a Netherlands Antilles  corporation,  have the right to
participate in the receipt of dividends  from, or proceeds from the sale of, the
Shares,  held for the  account  of 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.






                                                             Page 10 of 13 Pages


                    (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.

               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 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 (filed as Exhibit A
to the Initial Statement and incorporated herein by reference).

               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 (filed as
Exhibit B to the Initial Statement and incorporated herein by reference).

               C. Joint Filing  Agreement dated January 1, 1997 by and among SFM
LLC, Mr. Soros, Mr.  Druckenmiller,  White Rock,  Thomas U. Barton and Joseph U.
Barton (filed as Exhibit C to the Initial  Statement and incorporated  herein by
reference).








                                                             Page 11 of 13 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:  July 11, 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 12 of 13 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
                                    Ron Hiram
                                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 13 of 13 Pages
ANNEX B RECENT TRANSACTIONS IN THE COMMON STOCK OF HAIN FOOD GROUP, INC. Date of Nature of Number of For the Account of Transaction Transaction Shares Price Per Share - ------------------ ----------- ----------- ------ --------------- Quasar Partners/1/ 07/08/97 Buy 415,000 5.923 07/09/97 Buy 100,000 6.049 Joseph U. Barton 05/16/97 Sell 5,000 4.252 05/16/97 Sell 5,000 4.159 06/17/97 Sell 5,000 4.669 07/07/97 Buy 1,000 5.373 07/07/97 Buy 4,000 5.435 07/08/97 Buy 5,000 5.748 07/08/97 Buy 5,000 5.946 Collins Capital 06/19/97 Buy 3,000 5.125 07/08/97 Buy 25,000 5.923 - -------- 1 Transactions effected at the direction of White Rock Capital, L.P.