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. 3)*

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

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

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

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

                                December 2, 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 11 Pages





                                                              Page 2 of 11 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                                  303,000
   Shares
Beneficially               8        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   303,000
    With
                           10       Shared Dispositive Power
                                            0

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            303,000

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

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

                                    2.26%

14       Type of Reporting Person*

                  PN; IV

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 3 of 11 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                                  2,833,600
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   22,000
    With
                           10       Shared Dispositive Power
                                            2,833,600

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            2,855,600

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

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

                                    21.28%

14       Type of Reporting Person*

                  PN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 4 of 11 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                                  2,855,600
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   0
    With
                           10       Shared Dispositive Power
                                            2,855,600

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            2,855,600

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

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

                                    21.28%

14       Type of Reporting Person*

                  CO; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 5 of 11 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                                  2,855,600
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   55,000
    With
                           10       Shared Dispositive Power
                                            2,855,600

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            2,910,600

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

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

                                            21.60%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 6 of 11 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                                  2,855,600
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   25,000
    With
                           10       Shared Dispositive Power
                                            2,855,600

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            2,880,600

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

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

                                    21.47%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 7 of 11 Pages


                  This  Amendment  No. 3 to  Schedule  13D  relates to shares of
Common Stock, $.01 par value per share (the "Shares"),  of Hain Food Group, Inc.
(the "Issuer"). This Amendment No. 3 supplementally amends the initial statement
on Schedule 13D dated May 11, 1998,  and all amendments  thereto  (collectively,
the "Initial  Statement"),  filed by the Reporting  Persons (as defined herein).
This  Amendment  No. 3 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 $1,975,271 of the
working  capital  of  White  Rock  Clients  and  White  Rock  Partners  expended
approximately  $1,208,000 of its working capital to purchase the Shares reported
herein as being  acquired since October 16, 1998 (the date of filing of the last
Statement on Schedule 13D).

                  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 2,855,600 Shares  (approximately  21.28% of the total number
of Shares  outstanding).  This number consists of (1) 2,530,600  Shares held for
the accounts of the White Rock Clients,  (2) 303,000 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 2,855,600  Shares  (approximately  21.28% of the total number of Shares
outstanding). This number consists of (1) 2,530,600 Shares held for the accounts
of the White Rock Clients, (2) 303,000 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 2,910,600  Shares  (approximately  21.60% of the total number of Shares
outstanding  assuming the exercise of the Barton Options).  This number consists
of (1) 2,530,600 Shares held for the accounts of White Rock Clients, (2) 303,000
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 2,880,600  Shares  (approximately  21.47% of the total number of Shares
outstanding). This number consists of (1) 2,530,600 Shares held for the accounts
of White Rock  Clients,  (2)  303,000  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 11 Pages


                         (v)    White Rock Partners may be deemed the beneficial
owner of the 303,000  Shares held for its  account  (approximately  2.26% 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 2,530,600  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 303,000  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 303,000 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 its  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  October  16,  1998 (the date of filing of the last  Statement  on
Schedule 13D) 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 11 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: December 4, 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 11 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 11 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/ 11/23/98 BUY 35,000 $19.9821 11/25/98 BUY 10,000 $18.6875 11/27/98 BUY 10,000 $20.4765 11/27/98 BUY 10,000 $20.4765 11/27/98 BUY 3,100 $20.4765 11/27/98 BUY 10,000 $20.4765 11/30/98 BUY 20,000 $20.5625 White Rock Partners 12/02/98 BUY 50,000 $19.1875 12/03/98 BUY 13,000 $19.1250 /1/ Transactions effected at the direction of White Rock Capital Management, L.P.