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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*

                              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 30, 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 12 Pages
 




                                                              Page 2 of 12 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 (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

                                            1,246,000/1/

12       Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
                         [x]
 
13       Percent of Class Represented By Amount in Row (11)

                                    14.56%

14       Type of Reporting Person*

                  OO; IA

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

________________

1.   See Item 5.

                      



                                                              Page 3 of 12 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 (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

                                            1,246,000/1/

12       Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
                         [x]
 
13       Percent of Class Represented By Amount in Row (11)

                                    14.56%

14       Type of Reporting Person*

                  IA


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

_______________________

1.       See Item 5.





                                                              Page 4 of 12 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

                                            1,246,000/1/

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

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

                                    14.56%

14       Type of Reporting Person*

                  IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
___________________

1.       See Item 5.

      


                                                              Page 5 of 12 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                                  1,396,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   0
    With
                           10       Shared Dispositive Power
                                            1,396,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,396,000

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

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

                                    16.31%

14       Type of Reporting Person*

                  PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




                                                              Page 6 of 12 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                                  1,396,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   55,000
    With
                           10       Shared Dispositive Power
                                            1,396,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,451,000

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

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

                                            16.96%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 7 of 12 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*

                  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                                  1,396,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   25,000
    With
                           10       Shared Dispositive Power
                                            1,396,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,421,000

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

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

                                    16.61%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




                                                              Page 8 of 12 Pages


          This  Amendment  No. 2 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. 2 supplementally  amends the initial statement on
Schedule 13D dated February 18, 1997, filed by the Reporting Persons (as defined
herein), and Amendment No. 1 thereto dated July 11, 1997, filed by the Reporting
Persons (collectively,  the "Initial Statement").  This Amendment No. 2 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") and Collins Capital Diversified Fund,
L.P., a Delaware limited partnership  ("Collins Capital"),  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 3.   Source and Amount of Funds or Other Consideration.

          White Rock expended  approximately  $774,349 of the working capital of
Quasar  Partners to purchase the Shares  reported herein as being acquired since
July 11,  1997,  the date of the last  filing on  Schedule  13D  relating to the
Shares.  White Rock  expended  approximately  $85,192 of the working  capital of
Collins  Capital to purchase the Shares  reported herein as being acquired since
July 11,  1997,  the date of the last  filing on  Schedule  13D  relating to the
Shares.

          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 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 the  1,246,000  Shares  held for the account of
Quasar   Partners   (approximately   14.56%  of  the  total   number  of  Shares
outstanding).

              (ii) White Rock may be deemed the  beneficial  owner of  1,396,000
Shares  (approximately  16.31% of the total number of Shares outstanding).  This
number consists of (1) 1,246,000  Shares held for the account of Quasar Partners
and (2) 150,000 Shares held for the account of Collins Capital.

              (iii)  Thomas U.  Barton  may be deemed  the  beneficial  owner of
1,451,000 Shares (approximately 16.96% of the total number of Shares outstanding
assuming  the  exercise  of the Barton  Options).  This  number  consists of (1)
1,246,000  Shares held for the account of Quasar  Partners,  (2) 150,000  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 9 of 12 Pages


              (iv)  Joseph U.  Barton  may be  deemed  the  beneficial  owner of
1,421,000   Shares   (approximately   16.61%  of  the  total  number  of  Shares
outstanding).  This number consists of (1) 1,246,000 Shares held for the account
of Quasar  Partners,  (2) 150,000 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
1,246,000  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 1,246,000 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
150,000 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 A 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
July 11,  1997,  the date of the last  filing on  Schedule  13D  relating to the
Shares, 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.

              (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




                                                             Page 10 of 12 Pages


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.




                                                             Page 11 of 12 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:  August 5, 1997               SOROS FUND MANAGEMENT LLC


                                     By:_________________________________
                                         Michael C. Neus
                                         Assistant General Counsel


                                     GEORGE SOROS


                                     By:_________________________________
                                         Michael C. Neus
                                         Attorney-in-Fact


                                     STANLEY F. DRUCKENMILLER


                                     By:________________________________
                                         Michael C. Neus
                                         Attorney-in-Fact


                                     WHITE ROCK CAPITAL, L.P.


                                     By:________________________________
                                         Thomas U. Barton
                                         General Partner


                                     ___________________________________
                                     Thomas U. Barton


                                     ___________________________________
                                     Joseph U. Barton






                                                             Page 12 of 12 Pages

ANNEX A 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 Partners1 07/11/97 Buy 50,000 5.848 07/14/97 Buy 10,000 6.096 07/30/97 Buy 59,300 7.099 Collins Capital 07/30/97 Buy 12,000 7.099 - -------- 1 Transactions effected at the direction of White Rock Capital, L.P.