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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*

                              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)

                                October 28, 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 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



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

*        Initial filing with respect to White Rock Capital Partners, L.P., White
         Rock Capital Management, L.P. and White Rock, Inc.






                                                              Page 2 of 19 Pages


                                  SCHEDULE 13D

CUSIP No. 405219106

1        Name of Reporting Person
         I.R.S. Identification No. of Above Persons (ENTITIES ONLY)

                  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

                                            1,306,000\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)

                                    14.87%

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
         I.R.S. Identification No. of Above Persons (ENTITIES ONLY)

                  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

                                            1,306,000\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)

                                    14.87%

14       Type of Reporting Person*

                  IN; 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
         I.R.S. Identification No. of Above Persons (ENTITIES ONLY)

                  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

                                            1,306,000\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)

                                    14.87%

14       Type of Reporting Person*

                  IN; 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
         I.R.S. Identification No. of Above Persons (ENTITIES ONLY)

                  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*

                  Not applicable

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                                  0
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   0
    With
                           10       Shared Dispositive Power
                                            0

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            0

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

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

                                    0%

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
         I.R.S. Identification No. of Above Persons (ENTITIES ONLY)

                  White Rock Capital Partners, 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                                  45,000
   Shares
Beneficially               8        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   45,000
    With
                           10       Shared Dispositive Power
                                            0

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            45,000

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

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

                                    .51%

14       Type of Reporting Person*

                  PN; IV

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 7 of 19 Pages


                                  SCHEDULE 13D

CUSIP No. 405219106

1        Name of Reporting Person
         I.R.S. Identification No. of Above Persons (ENTITIES ONLY)

                  White Rock Capital Management, L.P.

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

                  Texas

                           7        Sole Voting Power
 Number of                                  0
   Shares
Beneficially               8        Shared Voting Power
  Owned By                                  1,501,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   0
    With
                           10       Shared Dispositive Power
                                            1,501,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,501,000

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

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

                                    17.09%

14       Type of Reporting Person*

                  PN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 8 of 19 Pages


                                  SCHEDULE 13D

CUSIP No. 405219106

1        Name of Reporting Person
         I.R.S. Identification No. of Above Persons (ENTITIES ONLY)

                  White Rock Capital, Inc.

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

                  Texas

                           7        Sole Voting Power
 Number of                                  0
   Shares
Beneficially               8        Shared Voting Power
  Owned By                                  1,501,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   0
    With
                           10       Shared Dispositive Power
                                            1,501,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,501,000

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

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

                                    17.09%

14       Type of Reporting Person*

                  CO; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 9 of 19 Pages


                                  SCHEDULE 13D

CUSIP No. 405219106

1        Name of Reporting Person
         I.R.S. Identification No. of Above Persons (ENTITIES ONLY)

                  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                                  1,501,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   55,000
    With
                           10       Shared Dispositive Power
                                            1,501,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,556,000

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

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

                                            17.72%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                             Page 10 of 19 Pages


                                  SCHEDULE 13D

CUSIP No. 405219106

1        Name of Reporting Person
         I.R.S. Identification No. of Above Persons (ENTITIES ONLY)

                  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                                  1,501,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   25,000
    With
                           10       Shared Dispositive Power
                                            1,501,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,526,000

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

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

                                    17.38%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                             Page 11 of 19 Pages


          This  Amendment  No. 3 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. 3 supplementally  amends the initial statement on
Schedule 13D dated February 18, 1997, filed by certain of the Reporting  Persons
(as defined  herein) and all  amendments  thereto  (collectively,  the  "Initial
Statement").  This  Statement  constitutes an initial filing to Schedule 13D for
White Rock  Partners  (as defined  herein),  White Rock  Management  (as defined
herein) and White Rock, Inc. (as defined herein).  This Amendment No. 3 is being
filed by the Reporting  Persons to report the recent  acquisition  of Shares for
the  accounts  of certain  of the  Reporting  Persons,  as a result of which the
percentage of Shares of which certain of the Reporting  Persons may be deemed to
be the beneficial owner has increased by more than one percent.

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"),  White Rock Capital Partners,  L.P., a
Texas  limited   partnership   ("White  Rock  Partners"),   White  Rock  Capital
Management,  L.P., a Texas limited partnership ("White Rock Management"),  White
Rock Capital,  Inc., a Texas corporation ("White Rock, Inc."),  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 and White Rock Management 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").  As
set forth  below,  White  Rock  Management  is the  successor  to White  Rock as
investment advisor to Quasar Partners with respect to the Shares.  Pursuant to a
Novation Letter dated October 1, 1997, White Rock Management is the successor to
White Rock as investment  advisor to Collins  Capital with respect to the Shares
(the "Collins Capital Letter").  Accordingly, White Rock no longer may be deemed
the beneficial owner of any Shares.

          This  Statement  also relates to Shares held for the accounts of White
Rock  Partners  and Joseph U. Barton,  as well as 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.

          SFM LLC, a  Delaware  limited  liability  company,  has its  principal
office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. The business
of  SFM  LLC  is  managed  through  a  Management   Committee  (the  "Management
Committee")  comprised of Mr. Soros, Mr.  Druckenmiller  and Mr. Gary Gladstein.
Its  principal  business is to serve,  pursuant to  contract,  as the  principal
investment manager to several foreign investment  companies (the "SFM Clients"),
including Quasar Partners.  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 granted  investment  discretion to White






                                                             Page 12 of 19 Pages


Rock pursuant to an investment  advisory  contract  between Quasar  Partners and
White Rock (the "White Rock  Contract").  Pursuant  to a Novation  Letter  dated
September 29, 1997,  between Quasar  Partners and White Rock  Management,  White
Rock  Management is the successor to White Rock as investment  advisor to Quasar
Partners with respect to the Shares (the "Quasar Partners  Letter").  The Shares
currently held for the account of Quasar Partners were acquired at the direction
of White Rock and White Rock Management,  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 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.

          The  general  partner of White  Rock  Partners  is White Rock  Capital
Management, L.P., the general partner of which is White Rock, Inc. Each of White
Rock  Partners,  White Rock  Management  and White Rock,  Inc. is engaged in the
investment and investment  management  business.  Thomas U. Barton and Joseph U.
Barton,  both of whom are United States citizens,  are the shareholders of White
Rock,  Inc. The  principal  occupation of each of Thomas U. Barton and Joseph U.
Barton is their  position as the general  partners of White Rock at White Rock's
principal office. The principal business address of each of White Rock Partners,
White Rock Management,  White Rock, Inc.,  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






                                                             Page 13 of 19 Pages


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. None of White
Rock, White Rock Partners,  White Rock Management,  White Rock, Inc.,  Thomas U.
Barton  and  Joseph  U.  Barton  assume  responsibility  for  such  information.
Information  contained herein concerning White Rock, White Rock Partners,  White
Rock Management,  White Rock, Inc., 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.

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

          White Rock Management expended  approximately  $274,515 of the working
capital of Quasar  Partners  to  purchase  the Shares  reported  herein as being
acquired within the last 60 days. White Rock Management  expended  approximately
$480,502 of the working  capital of White Rock  Partners 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 Quasar Partners,  other SFM Clients,  Collins  Capital,  White Rock Partners,
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  1,306,000  Shares  held for the account of
Quasar   Partners   (approximately   14.87%  of  the  total   number  of  Shares
outstanding).

               (ii) White Rock may be deemed the beneficial owner of 0 Shares.

               (iii)Each of White Rock  Management  and White Rock,  Inc. may be
deemed the beneficial  owner of 1,501,000  Shares  (approximately  17.09% of the
total  number of Shares  outstanding).  This number  consists  of (1)  1,306,000
Shares held for the account of Quasar Partners,  (2) 150,000 Shares held for the
account of Collins  Capital and (3) 45,000  Shares held for the account of White
Rock Partners.

               (iv) Thomas U.  Barton  may be  deemed  the  beneficial  owner of
1,556,000 Shares (approximately 17.72% of the total number of Shares outstanding
assuming the exercise of the Barton Options).





                                                             Page 14 of 19 Pages


This  number  consists  of (1)  1,306,000  Shares held for the account of Quasar
Partners, (2) 150,000 Shares held for the account of Collins Capital, (3) 45,000
Shares  held for the  account  of White  Rock  Partners  and (4)  55,000  Shares
issuable upon exercise by Thomas U. Barton of the Barton Options  currently held
for his account.

               (v)  Joseph U.  Barton  may be  deemed  the  beneficial  owner of
1,526,000   Shares   (approximately   17.38%  of  the  total  number  of  Shares
outstanding).  This number consists of (1) 1,306,000 Shares held for the account
of Quasar Partners,  (2) 150,000 Shares held for the account of Collins Capital,
(3) 45,000  Shares  held for the account of White Rock  Partners  and (4) 25,000
Shares held for his account.

               (vi) White Rock  Partners may be deemed the  beneficial  owner of
the 45,000 Shares held for its account  (approximately  .51% of the total number
of Shares outstanding).

          (b)  (i)  Each  of  White  Rock  Management  (pursuant  to the  Quasar
Partners  Letter),  White  Rock,  Inc.  (as the  general  partner  of White Rock
Management),  Thomas U. Barton (as a shareholder of White Rock, Inc.) and Joseph
U. Barton (as a shareholder of White Rock, Inc.) is currently vested with shared
power to direct the voting and disposition of the 1,306,000  Shares held for the
account  Quasar  Partners.  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 1,306,000 Shares.

               (ii) Each of  White  Rock  Management  (pursuant  to the  Collins
Capital  Letter),  White  Rock,  Inc.  (as the  general  partner  of White  Rock
Management),  Thomas U. Barton (as a shareholder of White Rock, Inc.) and Joseph
U. Barton (as a shareholder of White Rock, Inc.) is currently vested with shared
power to direct the voting and  disposition  of the 150,000  Shares held for the
account of Collins Capital.

               (iii)Each of White Rock  Management  (as the  general  partner of
White Rock  Partners),  White Rock,  Inc. (as the general  partner of White Rock
Management),  Thomas U. Barton (as a shareholder of White Rock, Inc.) and Joseph
U. Barton (as a  shareholder  of White Rock,  Inc.) may be deemed to have shared
power to direct the voting and  disposition  of the 45,000  Shares  held for the
account of White Rock Partners.

               (iv) Thomas U. Barton has 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.

               (v)  Joseph U. Barton has the sole power to direct the voting and
disposition of the 25,000 Shares held for his account.

               (vi) White Rock  Partners has the sole power to direct the voting
and disposition of the Shares held for its 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
September  7, 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






                                                             Page 15 of 19 Pages


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.

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

          (e)  White Rock ceased to be a beneficial owner of more than 5% of the
outstanding Shares on September 30, 1997.

          Each of SFM LLC, Mr. Soros and Mr.  Druckenmiller  expressly disclaims
beneficial  ownership of any Shares (or securities  derivative thereof) not held
for the accounts of the SFM  Clients.  Each of White Rock  Management  and White
Rock, Inc. expressly disclaims beneficial ownership of any Shares (or securities
derivative thereof) not held for the accounts of the White Rock Clients or White
Rock Partners.  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 or White Rock Partners.  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  or  White  Rock  Partners.  White  Rock  Partners  expressly  disclaims
beneficial ownership of any Shares not held for its personal account.







                                                             Page 16 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:  November 6, 1997                 SOROS FUND MANAGEMENT LLC

                                        By:  /S/ SEAN C. WARREN
                                             -----------------------------
                                             Sean C. Warren
                                             Managing Director


                                        GEORGE SOROS

                                        By:  /S/ SEAN C. WARREN
                                             -----------------------------
                                             Sean C. Warren
                                             Attorney-in-Fact


                                        STANLEY F. DRUCKENMILLER

                                        By:  /S/ SEAN C. WARREN
                                             -----------------------------
                                             Sean C. Warren
                                             Attorney-in-Fact


                                        WHITE ROCK CAPITAL, L.P.

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





                                                             Page 17 of 19 Pages


                                        WHITE ROCK CAPITAL PARTNERS, L.P.

                                        By:  White Rock Capital Management, L.P.
                                             Its General Partner

                                             By:  White Rock Capital, Inc.
                                                  Its General Partner

                                                  By:  /S/ THOMAS U. BARTON
                                                       ------------------------
                                                       Thomas U. Barton
                                                       President


                                        WHITE ROCK CAPITAL MANAGEMENT. L.P.

                                        By:  White Rock Capital Inc.
                                             Its General Partner

                                             By:  /S/ THOMAS U. BARTON
                                                  -----------------------------
                                                  Thomas U. Barton
                                                  President


                                        WHITE ROCK CAPITAL, INC.


                                        By:  /S/ THOMAS U. BARTON
                                             ----------------------------------
                                             Thomas U. Barton
                                             President


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


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





                                                             Page 18 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
                               David Gerstenhaber
                                 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
                                 John Zwaanstra

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 19 of 19 Pages ANNEX B RECENT TRANSACTIONS IN THE COMMON STOCK OF HAIN FOOD GROUP, INC. Date of Nature of Number of Price Per For the Account of Transaction Transaction Shares Share - ------------------ ----------- ----------- --------- --------- Quasar Partners\1\ 10/20/97 Buy 15,000 $11.844 10/28/97 Buy 10,000 $ 9.688 White Rock\1\ 10/21/97 Buy 25,000 $ 11.47 Partners 10/28/97 Buy 20,000 $ 9.688 - -------- 1 Transactions effected at the direction of White Rock Capital Management, L.P.