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

                                  SCHEDULE 13D

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

                              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)

                                 April 29, 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(e), 13d-1(f) or 13d-1(g), check the following box
[x].

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 15 Pages
                             Exhibit Index: Page 13






                                                              Page 2 of 15 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                                  210,000
   Shares
Beneficially               8        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   210,000
    With
                           10       Shared Dispositive Power
                                            0

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            210,000

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

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

                                    1.81%

14       Type of Reporting Person*

                  PN; IV

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 3 of 15 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                                  22,000
   Shares
Beneficially               8        Shared Voting Power
  Owned By                                  2,344,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   22,000
    With
                           10       Shared Dispositive Power
                                            2,344,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            2,366,000

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

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

                                    20.37%

14       Type of Reporting Person*

                  PN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 4 of 15 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                                  2,366,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   0
    With
                           10       Shared Dispositive Power
                                            2,366,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            2,366,000

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

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

                                    20.37%

14       Type of Reporting Person*

                  CO; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 5 of 15 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                                  2,366,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   55,000
    With
                           10       Shared Dispositive Power
                                            2,366,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            2,421,000

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

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

                                            20.85%

14       Type of Reporting Person*

                  IN; IA


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 6 of 15 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                                  2,366,000
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   25,000
    With
                           10       Shared Dispositive Power
                                            2,366,000

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            2,391,000

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

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

                                    20.59%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 7 of 15 Pages


               This Statement on Schedule 13D relates to shares of Common Stock,
$.01 par  value  per  share  (the  "Shares"),  of Hain  Food  Group,  Inc.  (the
"Issuer").  This  Statement is being filed by the Reporting  Persons (as defined
herein)  to report  recent  acquisitions  of Shares of the Issuer as a result of
which the Reporting  Persons may be deemed to be the  beneficial  owners of more
than 20% of the outstanding Shares.

Item 1.        Security and Issuer.

               This  Statement  relates  to  the  Shares.  The  address  of  the
principal  executive  offices  of the  Issuer  is 50  Charles  Lindbergh  Blvd.,
Uniondale, New York 11553.

Item 2.        Identity and Background.

               This Statement is filed on behalf of 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  Management  on
behalf of certain institutional clients (the "White Rock Clients"),  pursuant to
separate   investment   advisory  contracts   (collectively,   the  "White  Rock
Contracts").

               This  Statement  also  relates to Shares held for the accounts of
White Rock  Partners,  White Rock  Management  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.

               The  general  partner  of  White  Rock  Partners  is  White  Rock
Management,  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 officers  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,  the
White Rock Clients 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 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.

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

               White Rock Management  expended  approximately  $4,756,842 of the
working  capital of White Rock Clients to purchase the Shares reported herein as
being acquired since March 12, 1998 (60 days prior to the date hereof).

               The  Shares  (and  securities  derivative  thereof)  held  by the
Reporting  Persons  for the  accounts of the White Rock  Clients,  by White Rock






                                                              Page 8 of 15 Pages


Partners, by White Rock Management,  by Thomas U. Barton and by 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 4.        Purpose of Transaction.

               All of the Shares  reported herein as having been acquired for or
disposed of from the accounts of the White Rock  Clients,  White Rock  Partners,
White Rock  Management,  Thomas U. Barton and Joseph U. Barton were  acquired or
disposed  of for  investment  purposes.  Neither  the White  Rock  Clients,  the
Reporting  Persons  nor,  to the  best  of  their  knowledge,  any of the  other
individuals  identified  in response to Item 2, has any plans or proposals  that
relate to or would result in any of the transactions  described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.

               The Reporting  Persons reserve the right to acquire,  or cause to
be acquired,  additional  securities of the Issuer,  to dispose,  or cause to be
disposed of, such securities at any time or to formulate  other purposes,  plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general  investment and trading  policies of the Reporting
Persons, and/or the White Rock Clients, market conditions or other factors.

Item 5.        Interest in Securities of the Issuer.

               (a)  (i) White Rock Management may be deemed the beneficial owner
of  2,366,000  Shares  (approximately  20.37%  of the  total  number  of  Shares
outstanding). This number consists of (1) 2,134,000 Shares held for the accounts
of the White Rock Clients, (2) 210,000 Shares held for the account of White Rock
Partners and (3) 22,000 Shares held for its account.

                    (ii) White Rock, Inc. may be deemed the beneficial  owner of
2,366,000   Shares   (approximately   20.37%  of  the  total  number  of  Shares
outstanding). This number consists of (1) 2,134,000 Shares held for the accounts
of the White Rock Clients, (2) 210,000 Shares held for the account of White Rock
Partners and (3) 22,000 Shares held for the account of White Rock Management.

                    (iii) Thomas U. Barton may be deemed the beneficial owner of
2,421,000 Shares (approximately 20.85% of the total number of Shares outstanding
assuming  the  exercise  of the Barton  Options).  This  number  consists of (1)
2,134,000 Shares held for the accounts of White Rock Clients, (2) 210,000 Shares
held for the  account of White Rock  Partners,  (3) 22,000  Shares  held for the
account of White Rock Management and (4) 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
2,391,000   Shares   (approximately   20.59%  of  the  total  number  of  Shares
outstanding). This number consists of (1) 2,134,000 Shares held for the accounts
of White Rock  Clients,  (2)  210,000  Shares held for the account of White Rock
Partners,  (3) 22,000 Shares held for the account of White Rock  Management  and
(4) 25,000 Shares held for his personal account.

                    (v) White Rock Partners may be deemed the  beneficial  owner
of the 210,000  Shares held for its  account  (approximately  1.81% of the total
number of Shares outstanding).





                                                              Page 9 of 15 Pages



               (b)  (i) Each of White  Rock  Management  (pursuant  to the White
Rock  Contracts),  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 2,134,000  Shares held for the
accounts of the White Rock Clients.

                    (ii) 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 210,000  Shares held for the
account of White Rock Partners.

                    (iii)  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.

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

                    (v) White  Rock  Partners  has the sole  power to direct the
voting and disposition of the 210,000 Shares held for its account.

                    (vi) White Rock  Management has the sole power to direct the
voting and disposition of the 22,000 Shares held for his personal 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  March 12,  1998 (60 days prior to the date  hereof) by any of the
Reporting Persons.

               (d)  (i) The  shareholders  or partners of each of the White Rock
Clients  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.

                    (ii) 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.

                    (iii) 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.

                    (iv) 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.

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

               (e) Not applicable.





                                                             Page 10 of 15 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: May 11, 1998                 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






                                                             Page 11 of 15 Pages



                                   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 12 of 15 Pages ANNEX A 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/ 04/24/98 BUY 100,000 $21.143 04/27/98 BUY 5,000 $20.3123 04/29/98 BUY 25,000 $20.3083 05/01/98 BUY 40,000 $21.536 05/04/98 BUY 10,000 $23.188 05/05/98 BUY 20,000 $21.029 05/8/98 BUY 15,000 $20.775 White Rock Partners/1/ 05/08/98 BUY 10,000 $20.775 /1/ Transactions effected at the direction of White Rock Capital Management, L.P.
Page 13 of 15 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement dated May 11, 1998 by and among White Rock Capital Partners, L.P., White Rock Capital Management, L.P., White Rock Capital, Inc., Thomas U. Barton and Joseph U. Barton............................ 14



                                                             Page 14 of 15 Pages


                                    EXHIBIT A

                             JOINT FILING AGREEMENT

          The  undersigned  hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Hain Food Group,  Inc. dated May 11, 1998 is, and
any  amendments  thereto  signed by each of the  undersigned  shall be, filed on
behalf of us pursuant to and in accordance  with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934.

Date: May 11, 1998                 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






                                                             Page 15 of 15 Pages



                                   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