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. 6)*

                              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)

                                  May 12, 1999
                     _______________________________________
                      (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
disclosures 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 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 12 Pages






                                                              Page 2 of 12 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                                  419,500
   Shares
Beneficially               8        Shared Voting Power
  Owned By                                  0
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   419,500
    With
                           10       Shared Dispositive Power
                                            0

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            419,500

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

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

                                    3.07%

14       Type of Reporting Person*

                  PN; IV

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 3 of 12 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*

                  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                                  23,000
   Shares
Beneficially               8        Shared Voting Power
  Owned By                                  3,315,100
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   23,000
    With
                           10       Shared Dispositive Power
                                            3,315,100

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            3,338,100

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

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

                                    24.45%

14       Type of Reporting Person*

                  PN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 4 of 12 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                                  3,338,100
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   0
    With
                           10       Shared Dispositive Power
                                            3,338,100

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            3,338,100

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

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

                                    24.45%

14       Type of Reporting Person*

                  CO; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 5 of 12 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                                  3,338,100
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   55,000
    With
                           10       Shared Dispositive Power
                                            3,338,100

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            3,393,100

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

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

                                            24.75%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 6 of 12 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                                  3,338,100
    Each
  Reporting                9        Sole Dispositive Power
   Person                                   25,000
    With
                           10       Shared Dispositive Power
                                            3,338,100

11       Aggregate Amount Beneficially Owned by Each Reporting Person

                                            3,363,100

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

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

                                    24.63%

14       Type of Reporting Person*

                  IN; IA

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                                              Page 7 of 12 Pages


                  This  Amendment  No. 6 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. 6 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. 6 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  $18,602 of its
working  capital and  approximately  $1,337,968 of the working  capital of White
Rock Clients,  to purchase the Shares  reported herein as being acquired by each
since March 18,  1999 (60 days prior to the date  hereof).  White Rock  Partners
expended  approximately  $480,968 of its working  capital to purchase the Shares
reported  herein as being  acquired by it since March 18, 1999 (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 3,338,100 Shares  (approximately  24.45% of the total number
of Shares  outstanding).  This number consists of (1) 2,895,600  Shares held for
the accounts of the White Rock Clients,  (2) 419,500 Shares held for the account
of White Rock Partners and (3) 23,000 Shares held for its account.

                        (ii)   White  Rock,  Inc.  may be deemed the  beneficial
owner of 3,338,100  Shares  (approximately  24.45% of the total number of Shares
outstanding). This number consists of (1) 2,895,600 Shares held for the accounts
of the White Rock Clients, (2) 419,500 Shares held for the account of White Rock
Partners and (3) 23,000 Shares held for the account of White Rock Management.

                        (iii)  Thomas U.  Barton  may be deemed  the  beneficial
owner of 3,393,100  Shares  (approximately  24.75% of the total number of Shares
outstanding  assuming the exercise of the Barton Options).  This number consists
of (1) 2,895,600 Shares held for the accounts of White Rock Clients, (2) 419,500
Shares held for the account of White Rock  Partners,  (3) 23,000 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 3,363,100  Shares  (approximately  24.63% of the total number of Shares
outstanding). This number consists of (1) 2,895,600 Shares held for the accounts
of White Rock  Clients,  (2)  419,500  Shares held for the account of White Rock
Partners,  (3) 23,000 Shares held for the account of White Rock  Management  and
(4) 25,000 Shares held for his personal account.





                                                              Page 8 of 12 Pages



                        (v)    White Rock Partners may be deemed the  beneficial
owner of the 419,500  Shares held for its  account  (approximately  3.07% 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 2,895,600  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 419,500  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 419,500 Shares held for its account.

                        (vi)   White  Rock  Management  has the  sole  power  to
direct the voting and  disposition  of the 23,000  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  March 18,  1999 (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 12 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 17, 1999             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 12 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 12 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/ 4/19/99 BUY 3,000 $17.0625 4/19/99 BUY 1,000 $17.0625 4/19/99 BUY 3,000 $17.0625 4/19/99 BUY 10,000 $17.0625 4/21/99 BUY 5,000 $18.6016 4/21/99 BUY 2,000 $17.7500 4/21/99 BUY 1,000 $18.6016 4/21/99 BUY 4,000 $18.6016 4/21/99 BUY 4,000 $18.6016 4/21/99 BUY 2,000 $17.7500 4/21/99 BUY 10,000 $18.6016 4/21/99 BUY 4,000 $17.7500 4/23/99 BUY 3,000 $18.3550 4/23/99 BUY 3,000 $18.3550 4/23/99 BUY 5,000 $18.3550 5/05/99 BUY 5,000 $19.8125 5/05/99 BUY 1,000 $19.8125 5/05/99 BUY 2,000 $19.8125 5/05/99 BUY 5,000 $19.8125 5/12/99 BUY 8,000 $20.1250 Page 12 of 12 Pages White Rock Partners 4/15/99 BUY 8,500 $17.2500 4/19/99 BUY 3,000 $17.0625 4/21/99 BUY 5,000 $18.6016 4/21/99 BUY 2,000 $17.7500 4/23/99 BUY 2,000 $18.3550 5/05/99 BUY 1,000 $19.8125 5/13/99 BUY 5,000 $19.6250 White Rock Management 4/21/99 BUY 1,000 $18.6016 /1/ Transactions effected at the direction of White Rock Capital Management, L.P.