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

                                  SCHEDULE 13G

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

                              HAIN FOOD GROUP, INC.
                        --------------------------------
                                (Name of Issuer)

                          Common Stock, $0.01 Par Value
                      ------------------------------------
                         (Title of Class of Securities)

                                    405219106
                               ------------------
                                 (CUSIP Number)

                                 April 29, 1998
                        --------------------------------
                      (Date of Event which Requires Filing
                               of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                  [  ]     Rule 13d-1(b)
                  [X ]     Rule 13d-1(c)
                  [  ]     Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




                         Continued on following page(s)
                               Page 1 of 13 Pages
                             Exhibit Index: Page 10





                                  SCHEDULE 13G

CUSIP No. 405219106                                           Page 2 of 13 Pages


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        Citizenship or Place of Organization

                  DELAWARE

                           5        Sole Voting Power
 Number of                                0
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                 0
    With
                           8        Shared Dispositive Power
                                          0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,326,000/1/

10       Check Box If the Aggregate  Amount in Row (9) Excludes  Certain Shares*
         [x]

11       Percent of Class Represented By Amount in Row (9)

                                    11.42%

12       Type of Reporting Person*

                  OO; IA
            

                     * SEE INSTRUCTIONS BEFORE FILLING OUT!

- ----------------------
/1/      See Item 4(a).





                                  SCHEDULE 13G

CUSIP No. 405219106                                           Page 3 of 13 Pages



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        Citizenship or Place of Organization

                  UNITED STATES

                           5        Sole Voting Power
 Number of                                0
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                 0
    With
                           8        Shared Dispositive Power
                                          0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,326,000/1/

10       Check Box If the Aggregate  Amount in Row (9) Excludes  Certain Shares*
         [x]

11       Percent of Class Represented By Amount in Row (9)

                                    11.42%

12       Type of Reporting Person*

                  IA

                     * SEE INSTRUCTIONS BEFORE FILLING OUT!


- -----------------------
/1/      See Item 4(a).





                                  SCHEDULE 13G

CUSIP No. 405219106                                           Page 4 of 13 Pages



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        Citizenship or Place of Organization

                  UNITED STATES

                           5        Sole Voting Power
 Number of                                0
   Shares
Beneficially               6        Shared Voting Power
  Owned By                                0
    Each
  Reporting                7        Sole Dispositive Power
   Person                                 0
    With
                           8        Shared Dispositive Power
                                          0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                            1,326,000/1/

10       Check Box If the Aggregate  Amount in Row (9) Excludes  Certain Shares*
         [x]

11       Percent of Class Represented By Amount in Row (9)

                                    11.42%

12       Type of Reporting Person*

                  IA
            
                     * SEE INSTRUCTIONS BEFORE FILLING OUT!


- ----------------------
/1/      See Item 4(a).





                                                              Page 5 of 13 Pages



          This  Amendment No. 1 to Schedule 13G amends the initial  statement on
Schedule  13G  dated  March  6,  1998  (the  "Initial  Statement")  filed by the
Reporting  Persons (as  defined  herein)  and other  persons who were  reporting
persons in the Initial  Statement (the "Other Filing  Persons").  As a result of
the  acquisition  of additional  Shares (as defined  herein) by the Other Filing
Persons,  the Other Filing Persons are reporting  their  ownership in a separate
Schedule  13D and the Other Filing  Persons have ceased to be Reporting  Persons
herein.

Item 1(a)           Name of Issuer:

                    Hain Food Group, Inc. (the "Issuer").

Item 1(b)           Address of the Issuer's Principal Executive Offices:

                    50 Charles Lindbergh Blvd., Uniondale, New York 11553.

Item 2(a)           Name of Person Filing:

                    This  statement is filed on behalf of each of the  following
                    persons (collectively, the "Reporting Persons"):

                    (i)  Soros Fund Management LLC, a Delaware limited liability
                         company ("SFM LLC"),

                    (ii) Mr. George Soros ("Mr. Soros"), and

                    (iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").


                    This Statement relates to Shares that were acquired by White
Rock Management,  L.P., a Texas limited partnership ("White Rock Management") on
behalf of certain institutional  clients (the "White Rock Clients"),  including,
but not limited to, Quasar  International  Partners C.V., a Netherlands Antilles
limited partnership ("Quasar  Partners").  SFM LLC, a Delaware limited liability
company,  serves as principal investment manager to Quasar Partners and as such,
has been granted investment discretion over portfolio investments, including the
Shares,  held for the account of Quasar  Partners.  Mr. Soros is the Chairman of
SFM LLC. Mr.  Druckenmiller  is the Lead  Portfolio  Manager and a member of the
Management  Committee  of SFM LLC.  SFM LLC, on behalf of Quasar  Partners,  has
granted  investment  discretion  to  White  Rock  Management,   pursuant  to  an
investment  advisory  contract between Quasar Partners and White Rock Management
(the "White Rock Contract"). The Shares currently held for the account of Quasar
Partners were acquired at the  direction of White Rock  Management,  and none of
SFM  LLC,  Mr.  Soros  and  Mr.  Druckenmiller  currently  exercises  voting  or
dispositive power over the Shares.


Item 2(b)           Address of Principal Business Office or, if None, Residence:

                    The address of the principal  business office of each of SFM
LLC, Mr. Soros and Mr.  Druckenmiller  is 888 Seventh  Avenue,  33rd Floor,  New
York, NY 10106.






                                                              Page 6 of 13 Pages




Item 2(c)           Citizenship:

                    i) SFM LLC is a Delaware limited liability company;

                    ii) Mr. Soros is a United States citizen; and

                    iii) Mr. Druckenmiller is a United States citizen.

Item 2(d)           Title of Class of Securities:

                         Common Stock, $0.01 par value (the "Shares").

Item 2(e)           CUSIP Number:

                         405219106

Item 3.             If this  statement is filed  pursuant to Rule  13d-1(b),  or
                    13d-2(b), check whether the person filing is a:

                         This Item 3 is not applicable.

Item 4.             Ownership:

Item 4(a)           Amount Beneficially Owned:

                         As of May 10, 1998,  each of the Reporting  Persons may
                         be deemed the beneficial  owner of the following number
                         of Shares:

                         As a consequence  of SFM LLC's ability to terminate the
White Rock Contract with respect to all  investments,  including those involving
the Shares,  and acquire voting and dispositive  power over the Shares within 60
days,  notwithstanding  the  fact  that  none  of SFM  LLC,  Mr.  Soros  and Mr.
Druckenmiller  currently  exercises  such  power,  SFM LLC,  Mr.  Soros  and Mr.
Druckenmiller  may be deemed to be the beneficial  owner of the 1,326,000 Shares
held for the account of Quasar Partners.

Item 4(b)           Percent of Class:

                         The  number  of Shares  of which  each of SFM LLC,  Mr.
Soros and Mr. Druckenmiller may be deemed to be the beneficial owner constitutes
approximately 11.42% of the total number of Shares outstanding.






                                                              Page 7 of 13 Pages



Item 4(c)           Number of shares as to which such person has:

          SFM LLC/1/
          ----------

          (i)  Sole power to vote or to direct the vote:                       0

          (ii) Shared power to vote or to direct the vote:                     0

          (iii) Sole power to dispose or to direct the disposition of:         0

          (iv) Shared power to dispose or to direct the disposition of:        0

          Mr.  Soros/1/
          -------------

          (i)  Sole power to vote or to direct the vote:                       0

          (ii) Shared power to vote or to direct the vote:                     0

          (iii) Sole power to dispose or to direct the disposition of:         0

          (iv) Shared power to dispose or to direct the disposition of:        0

          Mr.  Druckenmiller/1/
          ---------------------     

          (i)  Sole power to vote or to direct the vote:                       0

          (ii) Shared power to vote or to direct the vote:                     0

          (iii) Sole power to dispose or to direct the disposition of:         0

          (iv) Shared power to dispose or to direct the disposition of:        0


- ----------------------
/1/      See Item 4(a)







                                                              Page 8 of 13 Pages



Item 5.             Ownership of Five Percent or Less of a Class:

                         This Item 5 is not applicable.

Item 6.             Ownership  of More than Five  Percent  on Behalf of  Another
                    Person:

                         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.


Item 7.             Identification  and  Classification  of the Subsidiary Which
                    Acquired  the  Security  Being  Reported  on by  the  Parent
                    Holding Company:

                         This Item 7 is not applicable.

Item 8.             Identification and Classification of Members of the Group:

                         This Item 8 is not applicable.

Item 9.             Notice of Dissolution of Group:

                         This Item 9 is not applicable.

Item 10.            Certification:

                    By signing below each signatory  certifies that, to the best
of his/its  knowledge  and  belief,  the  securities  referred to above were not
acquired  and are not held for the  purpose of or with the effect of changing or
influencing  the control of the Issuer of the  securities  and were not acquired
and are not  held in  connection  with or as a  participant  in any  transaction
having that purpose or effect.






                                                              Page 9 of 13 Pages


                                   SIGNATURES


After  reasonable  inquiry  and to the  best of my  knowledge  and  belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.

Date:  May 11, 1998                SOROS FUND MANAGEMENT LLC

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


Date:  May 11, 1998                GEORGE SOROS

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


Date:  May 11, 1998                STANLEY F. DRUCKENMILLER

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








                                                             Page 10 of 13 Pages



                                  EXHIBIT INDEX

                                                                        Page No.
                                                                        --------

A.        Power of Attorney  dated as of January 1, 1997  granted
          by Mr.  George Soros in favor of Mr. Sean C. Warren and
          Mr. Michael C. Neus....................................          11

B.        Power of Attorney  dated as of January 1, 1997  granted
          by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C.
          Warren and Mr. Michael C. Neus.........................          12

C.        Joint Filing  Agreement dated May 11, 1998 by and among
          Soros Fund  Management  LLC,  Mr.  George Soros and Mr.
          Stanley F. Druckenmiller...............................          13






                                                             Page 11 of 13 Pages



                                    EXHIBIT A

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that I, GEORGE SOROS,  hereby make,  constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually,  as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal  capacity or (b) in my capacity as Chairman  of,  member of or in other
capacities  with  Soros  Fund  Management  LLC,  all  documents,   certificates,
instruments,  statements,  filings and agreements ("documents") to be filed with
or  delivered  to any foreign or domestic  governmental  or  regulatory  body or
required or  requested  by any other  person or entity  pursuant to any legal or
regulatory  requirement  relating to the acquisition,  ownership,  management or
disposition of securities or other investments, and any other documents relating
or ancillary  thereto,  including but not limited to, all documents  relating to
filings with the United States  Securities and Exchange  Commission  (the "SEC")
pursuant to the Securities  Act of 1933 or the  Securities  Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial  ownership of securities required to be
filed  with  the SEC  pursuant  to  Section  13(d) or  Section  16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule  13G and  any  amendments  thereto,  (b) any  joint  filing  agreements
pursuant to Rule  13d-1(f) and (c) any initial  statements  of, or statements of
changes in,  beneficial  ownership of securities on Form 3, Form 4 or Form 5 and
(2) any  information  statements  on Form 13F  required to be filed with the SEC
pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN  WITNESS  WHEREOF,  I have  executed  this  instrument  as of the  1st day of
January, 1997.




                                   /s/ George Soros
                                   ----------------------------------------
                                   GEORGE SOROS






                                                             Page 12 of 13 Pages


                                    EXHIBIT B

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS,  that I, STANLEY F. DRUCKENMILLER,  hereby make,
constitute  and  appoint  each of SEAN C.  WARREN and  MICHAEL  C. NEUS,  acting
individually,  as my agent and  attorney-in-fact for the purpose of executing in
my name,  (a) in my personal  capacity  or (b) in my capacity as Lead  Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents,  certificates,   instruments,   statements,  filings  and  agreements
("documents")  to be  filed  with  or  delivered  to  any  foreign  or  domestic
governmental  or regulatory body or required or requested by any other person or
entity  pursuant  to  any  legal  or  regulatory  requirement  relating  to  the
acquisition,  ownership,  management  or  disposition  of  securities  or  other
investments,  and any other documents relating or ancillary  thereto,  including
but not limited to, all  documents  relating to filings  with the United  States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the  Securities  Exchange  Act of 1934  (the  "Act")  and the  rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition  statements  on  Schedule  13D or  Schedule  13G and any  amendments
thereto,  (b) any joint filing agreements  pursuant to Rule 13d-1(f) and (c) any
initial  statements  of, or  statements of changes in,  beneficial  ownership of
securities  on Form 3, Form 4 or Form 5 and (2) any  information  statements  on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN  WITNESS  WHEREOF,  I have  executed  this  instrument  as of the  1st day of
January, 1997.




                              /s/ Stanley F. Druckenmiller
                              --------------------------------------------
                              STANLEY F. DRUCKENMILLER







                                                             Page 13 of 13 Pages

                                    EXHIBIT C

                             JOINT FILING AGREEMENT

          The  undersigned  hereby agree that the statement on Schedule 13G with
respect to the Common  Stock of Hain Food Group,  Inc.  dated as of May 11, 1998
is, and any amendments thereto (including  amendments on Schedule 13D) signed by
each of the undersigned  shall be, filed on behalf of each 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                SOROS FUND MANAGEMENT LLC

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


Date:  May 11, 1998                GEORGE SOROS

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


Date:  May 11, 1998                STANLEY F. DRUCKENMILLER

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