SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

                 INFORMATION TO BE INCLUDED IN STATEMENTS FILED
                PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
                         FILED PURSUANT TO RULE 13d-2(a)

                               (Amendment No. 2)*

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

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

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

                              Stephen M. Vine, Esq.
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                               590 Madison Avenue
                            New York, New York 10022
                                 (212) 872-1000
                -------------------------------------------------    
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                October 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(e),  13d-1(f) or 13d-1(g),  check the following
box|_|.

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule 13d-7(b) 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 pages)
                               Page 1 of 15 Pages
                             Exhibit Index: Page 12





                                                              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*

                  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                                  240,000
   Shares
Beneficially               8        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   240,000
    With
                           10       Shared Dispositive Power
                                            0

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            240,000

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

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

                                    1.80%

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                                  2,672,500
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   22,000
    With
                           10       Shared Dispositive Power
                                            2,672,500

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            2,694,500

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

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

                                    20.16%

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                                  2,694,500
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   0
    With
                           10       Shared Dispositive Power
                                            2,694,500

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            2,694,500

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

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

                                    20.16%

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) [x]

6        Citizenship or Place of Organization

                  United States

                           7        Sole Voting Power
 Number of                                  55,000
   Shares
Beneficially               8        Shared Voting Power
  Owned By                                  2,694,500
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   55,000
    With
                           10       Shared Dispositive Power
                                            2,694,500

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            2,749,500

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

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

                                            20.49%

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)  [x]

6        Citizenship or Place of Organization

                  United States

                           7        Sole Voting Power
 Number of                                  25,000
   Shares
Beneficially               8        Shared Voting Power
  Owned By                                  2,694,500
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   25,000
    With
                           10       Shared Dispositive Power
                                            2,694,500

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            2,719,500

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

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

                                    20.35%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 7 of 15 Pages


                  This  Amendment  No. 2 to  Schedule  13D  relates to shares of
Common Stock, $.01 par value per share (the "Shares"),  of Hain Food Group, Inc.
(the "Issuer"). This Amendment No. 2 supplementally amends the initial statement
on Schedule 13D dated May 11, 1998,  and all amendments  thereto  (collectively,
the "Initial  Statement"),  filed by the Reporting  Persons (as defined herein).
This  Amendment  No. 2 is being  filed to report  that as a result of the recent
acquisition of Shares of the Issuer, the number of Shares of which the Reporting
Person may be deemed the beneficial owner has increased by more than one percent
of the total outstanding Shares.

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

                  White Rock Management expended approximately $2,034,078 of the
working  capital of White Rock Clients to purchase the Shares reported herein as
being acquired since August 17, 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
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 5.  Interest in Securities of the Issuer.

                  (a) (i) White Rock  Management  may be deemed  the  beneficial
owner of 2,694,500  Shares  (approximately  20.16% of the total number of Shares
outstanding). This number consists of (1) 2,432,500 Shares held for the accounts
of the White Rock Clients, (2) 240,000 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  2,694,500  Shares  (approximately  20.16%  of the  total  number  of  Shares
outstanding). This number consists of (1) 2,432,500 Shares held for the accounts
of the White Rock Clients, (2) 240,000 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  2,749,500  Shares  (approximately  20.49%  of the  total  number  of  Shares
outstanding  assuming the exercise of the Barton Options).  This number consists
of (1) 2,432,500 Shares held for the accounts of White Rock Clients, (2) 240,000
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  2,719,500  Shares  (approximately  20.35%  of the  total  number  of  Shares
outstanding). This number consists of (1) 2,432,500 Shares held for the accounts
of White Rock  Clients,  (2)  240,000  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.






                                                              Page 8 of 15 Pages


                      (v)  White  Rock  Partners  may be deemed  the  beneficial
owner of the 240,000  Shares held for its  account  (approximately  1.80% of the
total number of Shares outstanding).

                  (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 2,432,500  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 240,000  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 240,000 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  August 17, 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 9 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: October 16, 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/ Paula Storey
                                                         -----------------------
                                                         Paula Storey
                                                         Attorney-in-Fact


                                   WHITE ROCK CAPITAL MANAGEMENT, L.P.

                                   By:      White Rock Capital Inc.
                                            Its General Partner


                                            By:/s/ Paula Storey
                                            ------------------------------------
                                            Paula Storey
                                            Attorney-in-Fact




                                                             Page 10 of 15 Pages



                                  WHITE ROCK CAPITAL, INC.


                                  By: /s/ Paula Storey
                                      ------------------------------------------
                                          Paula Storey
                                          Attorney-in-Fact


                                  THOMAS U. BARTON


                                  By: /s/ Paula Storey
                                      ------------------------------------------
                                          Paula Storey
                                          Attorney-in-Fact


                                  JOSEPH U. BARTON


                                  By: /s/ Paula Storey
                                      ------------------------------------------
                                          Paula Storey
                                          Attorney-in-Fact






Page 11 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/ 8/17/98 BUY 1,000 $17.3300 10/5/98 BUY 36,500 $13.3116 10/6/98 BUY 15,000 $14.1667 10/7/98 BUY 10,000 $13.3750 10/8/98 BUY 16,000 $13.0000 10/9/98 BUY 37,500 $13.8433 10/12/98 BUY 20,000 $13.1250 10/13/98 BUY 15,000 $13.0000 _________________________ /1/ Transactions effected at the direction of White Rock Capital Management, L.P.
Page 12 of 15 Pages EXHIBIT INDEX Page No. -------- A. Power of Attorney dated October 7th, 1998 granted by Mr. Thomas U. Barton in favor of Paula Storey ............................................................... 13 B. Power of Attorney dated October 7th, 1998 granted by Mr. Joseph U. Barton in favor of Paula Storey......................................................... 14 C. Power of Attorney dated October 7th, 1998 granted by White Rock Capital, Inc. in favor of Paula Storey......................................................... 15



                                                             Page 13 of 15 Pages


                                    EXHIBIT A




                                POWER OF ATTORNEY


KNOW  ALL MEN BY  THESE  PRESENTS,  that  I,  THOMAS  U.  BARTON,  hereby  make,
constitute  and  appoint  PAULA  STOREY,  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  President  of, or in other  capacities  with
White Rock Capital, Inc., 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  7th day of
October, 1998.




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












                                                             Page 14 of 15 Pages


                                    EXHIBIT B




                                POWER OF ATTORNEY


KNOW  ALL MEN BY  THESE  PRESENTS,  that  I,  JOSEPH  U.  BARTON,  hereby  make,
constitute  and  appoint  PAULA  STOREY,  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  Secretary  or  Treasurer  of, or in other
capacities  with  White  Rock  Capital,   Inc.,  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  7th day of
October, 1998.




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







                                                             Page 15 of 15 Pages


                                    EXHIBIT C




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENT,  that the undersigned  White Rock Capital Inc., a
corporation  organized  and  existing  under the laws of the state of Texas (the
"Company"),  hereby  designates,  constitutes and appoints PAULA STOREY,  acting
individually, as its true and lawful agent and attorney-in-fact,  to execute and
deliver,  in  the  name  and  on  behalf  of  the  undersigned,  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.

IN WITNESS  WHEREOF,  this  instrument is executed as of the 7th day of October,
1998.



                                         WHITE ROCK CAPITAL, INC.


                                         /s/ Thomas U. Barton
                                         ---------------------------------------
                                         Thomas U. Barton
                                         President