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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 4)*

                              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)

                                January 13, 1998
                           -------------------------
                      (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 17 Pages











                                                              Page 2 of 17 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

                                            1,326,000/1/

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

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

                                    11.59%

14       Type of Reporting Person*

                  OO; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

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

1.       See Item 5.




                                                              Page 3 of 17 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

                                            1,326,000/1/

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

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

                                    11.59%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

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

1.       See Item 5.




                                                              Page 4 of 17 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

                                            1,326,000/1/

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

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

                                    11.59%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

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

1.       See Item 5.



                                                              Page 5 of 17 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                                  160,000
   Shares
Beneficially               8        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   160,000
    With
                           10       Shared Dispositive Power
                                            0

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            160,000

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

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

                                    1.40%

14       Type of Reporting Person*

                  PN; IV

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




                                                              Page 6 of 17 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                                  1,916,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   0
    With
                           10       Shared Dispositive Power
                                            1,916,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,916,000

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

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

                                    16.75%

14       Type of Reporting Person*

                  PN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




                                                              Page 7 of 17 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                                  1,916,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   0
    With
                           10       Shared Dispositive Power
                                            1,916,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,916,000

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

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

                                    16.75%

14       Type of Reporting Person*

                  CO; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



                                                              Page 8 of 17 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                                  1,916,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   55,000
    With
                           10       Shared Dispositive Power
                                            1,916,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,971,000

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

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

                                            17.23%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




                                                              Page 9 of 17 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                                  1,916,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   25,000
    With
                           10       Shared Dispositive Power
                                            1,916,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,941,000

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 10 of 17 Pages


               This  Amendment No. 4 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. 4 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  Amendment No. 4 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.  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 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").

               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 Management  expended  approximately  $2,786,130 of the
working  capital of White Rock  Clients  other than Quasar  Partners and Collins
Capital to purchase the Shares reported herein as being acquired within the last
60 days. White Rock Management  expended  approximately  $990,162 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
Clients other than Quasar  Partners and 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 1,326,000  Shares held
for the account of Quasar Partners  (approximately 11.59% of the total number of
Shares outstanding).





                                                             Page 11 of 17 Pages


                    (ii) Each of White Rock  Management and White Rock, Inc. may
be deemed the beneficial owner of 1,916,000 Shares  (approximately 16.75% of the
total  number of Shares  outstanding).  This number  consists  of (1)  1,326,000
Shares held for the account of Quasar Partners,  (2) 150,000 Shares held for the
account of Collins  Capital,  (3) 280,000  Shares held for the accounts of White
Rock  Clients  other than Quasar  Partners  and Collins  Capital and (4) 160,000
Shares held for the account of White Rock Partners.

                    (iii) Thomas U. Barton may be deemed the beneficial owner of
1,971,000 Shares (approximately 17.23% of the total number of Shares outstanding
assuming  the  exercise  of the Barton  Options).  This  number  consists of (1)
1,326,000  Shares held for the account of Quasar  Partners,  (2) 150,000  Shares
held for the  account  of  Collins  Capital,  (3)  280,000  Shares  held for the
accounts of White Rock Clients other than Quasar  Partners and Collins  Capital,
(4) 160,000  Shares held for the account of White Rock  Partners  and (5) 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
1,941,000   Shares   (approximately   16.96%  of  the  total  number  of  Shares
outstanding).  This number consists of (1) 1,326,000 Shares held for the account
of Quasar Partners,  (2) 150,000 Shares held for the account of Collins Capital,
(3) 280,000 Shares held for the accounts of White Rock Clients other than Quasar
Partners and Collins  Capital,  (4) 160,000 Shares held for the account of White
Rock Partners and (5) 25,000 Shares held for his account.

                    (v) White Rock Partners may be deemed the  beneficial  owner
of the 160,000  Shares held for its  account  (approximately  1.40% of the total
number of Shares outstanding).

               Despite the increase reported herein in the number of Shares that
certain of the Reporting  Persons may be deemed a beneficial owner of, the above
beneficial  ownership  percentage  is lower than that  reported in the  previous
filing on Schedule 13D due to the fact that,  based on  information  provided by
the Issuer, the outstanding number of Shares has increased since such filing.

               (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 1,326,000  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 1,326,000 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 (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 280,000  Shares held for the
accounts of White Rock Clients other than Quasar Partners and Collins Capital.





                                                             Page 12 of 17 Pages


                    (iv) 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 160,000 Shares  held for the
account of White Rock Partners.

                    (v) 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.

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

                    (vii) White Rock  Partners  has the sole power to direct the
voting and disposition of the 160,000 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
November  21,  1997 (60 days prior to the date  hereof) by any of the  Reporting
Persons, Collins Capital or Quasar Partners.





                                                             Page 13 of 17 Pages



               (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) The shareholders or partners of each of the White Rock
Clients  other  than  Quasar  Partners  and  Collins  Capital  have the right to
participate in the receipt of dividends  from, or proceeds from the sale of, the
Shares,  held by the  respective  White  Rock  Client in  accordance  with their
partnership or ownership interests in the respective White Rock Client.

                    (iv) 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.

                    (v) 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.

                    (vi) 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)       Not applicable.

               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 14 of 17 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:  January 20, 1998            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




                                                             Page 15 of 17 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 16 of 17 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 17 of 17 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 - ------------------ ----------- ----------- --------- --------- White Rock Clients/1/ 12/22/97 Buy 75,000 $8.813 1/12/98 Buy 20,000 $9.781 1/13/98 Buy 145,000 $10.403 1/14/98 Buy 30,000 $10.623 1/15/98 Buy 10,000 $10.25 White Rock Partners/1/ 12/01/97 Buy 20,000 $9.828 1/06/98 Buy 30,000 $9.87 1/09/98 Buy 40,000 $9.875 1/15/98 Buy 10,000 $10.25 /1/ Transactions effected at the direction of White Rock Capital Management, L.P.