content: <PAGE>   1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1998
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
                           INTERNATIONAL HOME FOODS, INC.
               (Exact name of registrant as specified in its charter)
                                                                                
             DELAWARE                                             13-3377322    
  (State or other jurisdiction of                              (I.R.S. Employer 
  incorporation or organization)                               Identification No.)
  
                                1633 LITTLETON ROAD
                           PARSIPPANY, NEW JERSEY  07054
            (Address of principal executive offices, including zip code)
  
                                --------------------
  
                              INTERNATIONAL HOME FOODS
                                401(k) SAVINGS PLAN
                              (Full title of the plan)
  
                                C. DEAN METROPOULOS
                              CHIEF EXECUTIVE OFFICER
                           INTERNATIONAL HOME FOODS, INC.
                                1633 LITTLETON ROAD
                           PARSIPPANY, NEW JERSEY  07054
                                   (973) 359-9920
             (Name, address and telephone number of agent for service)
  
                                      copy to:
                                  A. WINSTON OXLEY
                               VINSON & ELKINS L.L.P.
                             3700 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                                DALLAS, TEXAS  75201
                                   (214) 220-7891
  
                          CALCULATION OF REGISTRATION FEE
  ===============================================================================
  
  <TABLE>
  <CAPTION>
                                                            Proposed            Proposed
        Title of securities           Amount to be     maximum offering     maximum aggregate       Amount of
          to be registered             registered      price per unit(1)    offering price(1)    registration fee
  -----------------------------------------------------------------------------------------------------------------
   <S>                                <C>              <C>                  <C>                <C>
   Common Stock, $0.01 par
   value per share . . . . . . .      300,000(2)       $  17.8125           $  5,343,750       $  1,577   
  -----------------------------------------------------------------------------------------------------------------
   Interest in the International Home 
   Foods 401(k) Savings Plan . .          (3)                  (4)                 (4)                (4)
  -----------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)      Estimated solely for purposes of calculating the registration fee in
           accordance with Rule 457(h) under the Securities Act of 1933 and based
           on the average of the high and low prices reported on the New York
           Stock Exchange on August 21, 1998.
  (2)      If, as a result of stock splits, stock dividends or similar
           transactions, the number of securities purported to be registered on
           this Registration Statement changes, the provisions of Rule 416 shall
           apply to this Registration Statement, and this Registration Statement
           shall be deemed to cover the additional securities resulting from the
           split of, or dividend on, the securities covered by this Registration
           Statement.
  (3)      Pursuant to Rule 416(c) under the Securities Act of 1933, this
           Registration Statement also covers an indeterminate amount of plan
           interests to be offered or sold pursuant to the International Home
           Foods 401(k) Savings Plan.
  (4)      Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no
           separate fee is required to registered plan interests.
  
  
  ================================================================================
  
  
  <PAGE>   2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents have been filed with the Securities and
  Exchange Commission (the "Commission") by International Home Foods, Inc., a
  Delaware corporation (the "Company"), and are incorporated herein by reference
  and made a part hereof:
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1997, filed with the Commission pursuant to
                   the Securities Exchange Act of 1934 (the "Exchange Act") on
                   March 31, 1998;
  
           (b)     The Company's Annual Report on Form 10-K/A for the fiscal year
                   ended December 31, 1997, filed with the Commission pursuant to
                   the Exchange Act on July 27, 1998;
  
           (c)     The Company's Quarterly Report on Form 10-Q for the quarterly
                   period ended March 31, 1998, filed with the Commission
                   pursuant to the Exchange Act on May 15, 1998;
  
           (d)     The Company's Quarterly Report on Form 10-Q/A for the
                   quarterly period ended March 31, 1998, filed with the
                   Commission pursuant to the Exchange Act on July 27, 1998;
  
           (e)     The Company's Quarterly Report on Form 10-Q for the quarterly 
                   period ended June 30, 1998, filed with the Commission pursuant
                   to the Exchange Act on August 14, 1998.
  
           (f)     The Company's Current Report on Form 8-K filed with the 
                   Commission pursuant to the Exchange Act on March 16, 1998,
  
           (g)     The Company's Current Report on Form 8-K for the period ended
                   April 13, 1998, filed with the Commission pursuant to the
                   Exchange Act on April 20, 1998; and
  
           (h)     The description of the Company's Common Stock, $0.01 par value
                   per share, contained in Item 1 of the Company's Registration
                   Statement on Form 8-A filed with the Commission pursuant to
                   the Exchange Act on October 27, 1997.
  
           All documents subsequently filed by the Company and the International
  Home Foods 401(k) Savings Plan (the "Plan") pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act prior to the filing of a post-effective
  amendment that indicates that all securities offered have been sold, or that
  deregisters all securities then remaining unsold, shall also be deemed to be
  incorporated by reference herein and to be a part hereof from the dates of
  filing of such documents.  Any statement contained in a document incorporated
  or deemed to be incorporated by reference herein shall be deemed to be modified
  or superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is or is deemed to be incorporated by reference herein modifies or
  supersedes such statement.  Any statement so modified or superseded shall not
  be deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.  Upon the written or oral request of any person to whom
  a copy of this Registration Statement has been delivered, the Company and the
  Plan will provide without charge to such person a copy of any and all documents
  (excluding exhibits thereto unless such exhibits are specifically incorporated
  by reference into such documents) that have been incorporated by reference into
  this Registration Statement but not delivered herewith.  Requests for such
  documents should be addressed to International Home Foods, Inc., 1633 Littleton
  Road, Parsippany, New Jersey  07054, Attention:  Secretary (973) 359-9920.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  
  
  
  
                                        2
  <PAGE>   3
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article Ten of the Amended and Restated Certificate of Incorporation
  of the Company provides that the Company shall indemnify its officers and
  directors to the maximum extent allowed by the Delaware General Corporation
  Law.  Pursuant to Section 145 of the Delaware General Corporation Law, the
  Company generally has the power to indemnify its current and former directors
  against expenses and liabilities incurred by them in connection with any suit
  to which they are, or are threatened to be made, a party by reason of their
  serving in those positions so long as they acted in good faith and in a manner
  they reasonably believed to be in, or not opposed to, the best interest of the
  Company, and with respect to any criminal action, so long as they had no
  reasonable cause to believe their conduct was unlawful.  With respect to suits
  by or in the right of the Company, however, indemnification is generally
  limited to attorneys' fees and other expenses and is not available if the
  person is adjudged to be liable to the Company, unless the court determines
  that indemnification is appropriate.  The statute expressly provides that the
  power to indemnify authorized thereby is not exclusive of any rights granted
  under any bylaw, agreement, vote of stockholders or disinterested directors, or
  otherwise.  The Company also has the power to purchase and maintain insurance
  for its directors and officers and has purchased a policy providing such
  insurance.
  
           The preceding discussion of the Company's Amended and Restated
  Certificate of Incorporation and Section 145 of the Delaware General
  Corporation Law is not intended to be exhaustive and is qualified in its
  entirety by the Amended and Restated Certificate of Incorporation and Section
  145 of the Delaware General Corporation Law.
  
           The Company has entered into indemnification agreements with the
  Company's directors and officers.  Pursuant to such agreements, the Company
  will, to the extent permitted by applicable law, indemnify such persons against
  all expenses, judgments, fines and penalties incurred in connection with the
  defense or settlement of any actions brought against them by reason of the fact
  that they were directors  or officers of the Company or assumed certain
  responsibilities at the direction of the Company.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the Company with the Commission, each of the following
  exhibits is filed herewith:
  
           4.1     --       International Home Foods 401(k) Savings Plan, as
                            amended
  
           5.1     --       (a)     Opinion of Vinson & Elkins L.L.P.
                            (b)     The Company will submit the International
                                    Home Foods 401(k) Savings Plan  and any
                                    amendment thereto to the Internal Revenue
                                    Service ("IRS") in a timely manner and will
                                    make all changes required by the IRS in order
                                    to qualify the plan.
  
           23.1    --       Consent of PricewaterhouseCoopers LLP
  
           23.2    --       Consent of Arthur Andersen LLP
  
           23.3    --       Consent of Vinson & Elkins L.L.P. (included as part
                            of Exhibit 5.1)
  
           24.1    --       Powers of Attorney (included on the signature pages
                            of this Registration Statement)
  
  
  
  
  
                                        3
  <PAGE>   4
  ITEM 9.  UNDERTAKINGS.
  
           The Company hereby undertakes:
  
                   (1)      to file, during any period in which offers or sales
       are being made, a post-effective amendment to this Registration Statement:
  
                   (i)      to include any prospectus required by section
           10(a)(3) of the Securities Act of 1933, as amended (the "Securities
           Act");
  
                   (ii)     to reflect in the prospectus any facts or events
           arising after the effective date of the Registration Statement (or the
           most recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the information
           set forth in the Registration Statement; and
  
                   (iii)    to include any material information with respect to
           the plan of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
       provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
       information required to be included in a post-effective amendment by those
       paragraphs is contained in periodic reports filed by the Company pursuant
       to section 13 or section 15(d) of the Exchange Act that are incorporated
       by reference in this Registration Statement.
  
                   (2)      That, for the purposes of determining any liability
       under the Securities Act, each such post-effective amendment shall be
       deemed to be a new Registration Statement relating to the securities
       offered therein, and the offering of such securities at that time shall be
       deemed to be the initial bona fide offering thereof.
  
                   (3)      To remove from registration by means of a
       post-effective amendment any of the securities being registered which
       remain unsold at the termination of the offering.
  
                   (4)      That, for purposes of determining any liability under
       the Securities Act, each filing of the Company's annual report pursuant to
       section 13(a) or section 15(d) of the Exchange Act that is incorporated by
       reference in the Registration Statement shall be deemed to be a new
       Registration Statement relating to the securities offered therein, and the
       offering of such securities at that time shall be deemed to be the initial
       bona fide offering thereof.
  
                   (5)      Insofar as indemnification for liabilities arising
       under the Securities Act may be permitted to directors, officers and
       controlling persons of the Company pursuant to the foregoing provisions,
       or otherwise, the Company has been advised that in the opinion of the
       Commission such indemnification is against public policy as expressed in
       the Securities Act and is, therefore, unenforceable.  In the event that a
       claim for indemnification against such liabilities (other than the payment
       by the Company of expenses incurred or paid by a director, officer or
       controlling person of the Company in the successful defense of any action,
       suit or proceeding) is asserted by such director, officer or controlling
       person in connection with the securities being registered, the Company
       will, unless in the opinion of its counsel the matter has been settled by
       controlling precedent, submit to a court of appropriate jurisdiction the
       question whether such indemnification by it is against public policy as
       expressed in the Securities Act and will be governed by the final
       adjudication of such issue.
  
  
  
  
  
                                        4
  <PAGE>   5
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Company certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Parsippany, State of New Jersey, on the 12th
  day of June, 1998.
  
                                    INTERNATIONAL HOME FOODS, INC
                                    
                                    By: /s/ C. Dean Metropoulos
                                       ------------------------------------------
                                            C. Dean Metropoulos,
                                            Chairman of the Board and Chief 
                                            Executive Officer
  
                                 POWER OF ATTORNEY
  
       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints C. Dean Metropoulos, Alan B. Menkes and
  N. Michael Dion and each of them, as his true and lawful attorneys-in-fact and
  agents, each with full power of substitution and resubstitution, for him and in
  his name, place and stead, in any and all capacities, to sign any and all
  amendments, including pre- and post-effective amendments, to this Registration
  Statement, and any registration statement relating to the offering covered by
  this Registration Statement and filed pursuant to Rule 462(b) under the
  Securities Act, and to file the same, with exhibits thereto and other documents
  in connection therewith, with the Commission, granting unto said
  attorneys-in-fact and agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done, as
  fully to all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all that each of said attorneys-in-fact and agents or
  their substitute may lawfully do or cause to be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  <TABLE>
  <CAPTION>
                      Signature                                      Capacity                           Date
                      ---------                                      --------                           ----
  
                 <S>                                    <C>                                     <C>
  
                 /s/ C. Dean Metropoulos                    Chairman of the Board and           August 20, 1998
               ------------------------------                Chief Executive Officer
                     C. Dean Metropoulos                   (Principal Executive Officer)
  
  
                /s/ N. Michael Dion                           Chief Financial Officer           August 20, 1998
               ------------------------------           (Principal Financial and Accounting
                    N. Michael Dion                                  Officer)
  
                /s/ Thomas O. Hicks                                  Director                   August 20, 1998
               ------------------------------ 
                    Thomas O. Hicks 
  
                /s/ L. Hollis Jones                                  Director                   August 20, 1998
               ------------------------------ 
                    L. Hollis Jones
  
                /s/ Michael J. Levitt                                Director                   August 20, 1998
               ------------------------------ 
                    Michael J. Levitt 
  
                /s/ M. L. Lowenkron                                  Director                   August 20, 1998
               ------------------------------ 
                    M. L. Lowenkron
  </TABLE>                         
  
  
  
  
  
  <PAGE>   6
  <TABLE>
                  <S>                                                <C>                        <C>
   
   
                /s/ Alan B. Menkes                                   Director                   August 20, 1998
               ------------------------------ 
                    Alan B. Menkes 
  
                /s/ John R. Muse                                     Director                   August 20, 1998
               ------------------------------ 
                    John R. Muse
  
                /s/ Roger T. Staubach                                Director                   August 20, 1998
               ------------------------------ 
                    Roger T. Staubach
  
                /s/ Charles W. Tate                                  Director                   August 20, 1998
               ------------------------------ 
                    Charles W. Tate  
  </TABLE>                           
  
  
  
           Pursuant to the requirements of the Securities Act, the person
  administering the International Home Foods 401(k) Savings Plan has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized in the City of Parsippany, State of New Jersey, on
  the 12th day of June, 1998.
  
  INTERNATIONAL HOME FOODS
  401(k) SAVINGS PLAN
  
  By:      International Home Foods, Inc.,
           Plan Sponsor and Plan Administrator
  
  
  By:      /s/ Michael J. Cramer
     ------------------------------------------
           Michael J. Cramer
           Vice President
  
  
  
  
  
  <PAGE>   7
                                   EXHIBIT INDEX
  
   
  <TABLE>
  EXHIBIT
  NUMBER                                DESCRIPTION
  -------                               -----------
  
  <S>      <C>     <C>
  4.1      --      International Home Foods 401(k) Savings Plan, as amended
  
  5.1      --      (a)      Opinion of Vinson & Elkins L.L.P.
                   (b)      The Company will submit the International Home Foods 401(k) Savings Plan  and
                            any amendment thereto to the Internal Revenue Service ("IRS") in a timely
                            manner and will make all changes required by the IRS in order to qualify the
                            plan.
  
  23.1     --      Consent of PricewaterhouseCoopers LLP
  
  23.2     --      Consent of Arthur Andersen LLP
  
  23.3     --      Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1)
  
  24.1     --      Powers of Attorney (included on the signature pages of this
                   Registration Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22452}]
metadata_filer: {"company-data": {"conformed-name": "INTERNATIONAL HOME FOODS INC", "cik": "0001027881", "assigned-sic": "2030", "irs-number": "133377322", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62099", "film-number": "98696479"}, "business-address": {"street1": "1633 LITTLETON RD", "city": "PARSIPPANY", "state": "NJ", "zip": "07054", "phone": "9733599920"}, "mail-address": {"street1": "1633 LITTLETON RD", "city": "PARSIPPANY", "state": "NJ", "zip": "07054"}}
text: 1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1998
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
                           INTERNATIONAL HOME FOODS, INC.
               (Exact name of registrant as specified in its charter)
                                                                                
             DELAWARE                                             13-3377322    
  (State or other jurisdiction of                              (I.R.S. Employer 
  incorporation or organization)                               Identification No.)
  
                                1633 LITTLETON ROAD
                           PARSIPPANY, NEW JERSEY  07054
            (Address of principal executive offices, including zip code)
  
                                --------------------
  
                              INTERNATIONAL HOME FOODS
                                401(k) SAVINGS PLAN
                              (Full title of the plan)
  
                                C. DEAN METROPOULOS
                              CHIEF EXECUTIVE OFFICER
                           INTERNATIONAL HOME FOODS, INC.
                                1633 LITTLETON ROAD
                           PARSIPPANY, NEW JERSEY  07054
                                   (973) 359-9920
             (Name, address and telephone number of agent for service)
  
                                      copy to:
                                  A. WINSTON OXLEY
                               VINSON & ELKINS L.L.P.
                             3700 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                                DALLAS, TEXAS  75201
                                   (214) 220-7891
  
                          CALCULATION OF REGISTRATION FEE
  ===============================================================================
  Proposed            Proposed
        Title of securities           Amount to be     maximum offering     maximum aggregate       Amount of
          to be registered             registered      price per unit(1)    offering price(1)    registration fee
  -----------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par
   value per share . . . . . . .      300,000(2)       $  17.8125           $  5,343,750       $  1,577   
  -----------------------------------------------------------------------------------------------------------------
   Interest in the International Home 
   Foods 401(k) Savings Plan . .          (3)                  (4)                 (4)                (4)
  -----------------------------------------------------------------------------------------------------------------
  (1)      Estimated solely for purposes of calculating the registration fee in
           accordance with Rule 457(h) under the Securities Act of 1933 and based
           on the average of the high and low prices reported on the New York
           Stock Exchange on August 21, 1998.
  (2)      If, as a result of stock splits, stock dividends or similar
           transactions, the number of securities purported to be registered on
           this Registration Statement changes, the provisions of Rule 416 shall
           apply to this Registration Statement, and this Registration Statement
           shall be deemed to cover the additional securities resulting from the
           split of, or dividend on, the securities covered by this Registration
           Statement.
  (3)      Pursuant to Rule 416(c) under the Securities Act of 1933, this
           Registration Statement also covers an indeterminate amount of plan
           interests to be offered or sold pursuant to the International Home
           Foods 401(k) Savings Plan.
  (4)      Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no
           separate fee is required to registered plan interests.
  
  ================================================================================
  2
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents have been filed with the Securities and
  Exchange Commission (the "Commission") by International Home Foods, Inc., a
  Delaware corporation (the "Company"), and are incorporated herein by reference
  and made a part hereof:
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1997, filed with the Commission pursuant to
                   the Securities Exchange Act of 1934 (the "Exchange Act") on
                   March 31, 1998;
  
           (b)     The Company's Annual Report on Form 10-K/A for the fiscal year
                   ended December 31, 1997, filed with the Commission pursuant to
                   the Exchange Act on July 27, 1998;
  
           (c)     The Company's Quarterly Report on Form 10-Q for the quarterly
                   period ended March 31, 1998, filed with the Commission
                   pursuant to the Exchange Act on May 15, 1998;
  
           (d)     The Company's Quarterly Report on Form 10-Q/A for the
                   quarterly period ended March 31, 1998, filed with the
                   Commission pursuant to the Exchange Act on July 27, 1998;
  
           (e)     The Company's Quarterly Report on Form 10-Q for the quarterly 
                   period ended June 30, 1998, filed with the Commission pursuant
                   to the Exchange Act on August 14, 1998.
  
           (f)     The Company's Current Report on Form 8-K filed with the 
                   Commission pursuant to the Exchange Act on March 16, 1998,
  
           (g)     The Company's Current Report on Form 8-K for the period ended
                   April 13, 1998, filed with the Commission pursuant to the
                   Exchange Act on April 20, 1998; and
  
           (h)     The description of the Company's Common Stock, $0.01 par value
                   per share, contained in Item 1 of the Company's Registration
                   Statement on Form 8-A filed with the Commission pursuant to
                   the Exchange Act on October 27, 1997.
  
           All documents subsequently filed by the Company and the International
  Home Foods 401(k) Savings Plan (the "Plan") pursuant to Sections 13(a), 13(c),
  14 and 15(d) of the Exchange Act prior to the filing of a post-effective
  amendment that indicates that all securities offered have been sold, or that
  deregisters all securities then remaining unsold, shall also be deemed to be
  incorporated by reference herein and to be a part hereof from the dates of
  filing of such documents.  Any statement contained in a document incorporated
  or deemed to be incorporated by reference herein shall be deemed to be modified
  or superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is or is deemed to be incorporated by reference herein modifies or
  supersedes such statement.  Any statement so modified or superseded shall not
  be deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.  Upon the written or oral request of any person to whom
  a copy of this Registration Statement has been delivered, the Company and the
  Plan will provide without charge to such person a copy of any and all documents
  (excluding exhibits thereto unless such exhibits are specifically incorporated
  by reference into such documents) that have been incorporated by reference into
  this Registration Statement but not delivered herewith.  Requests for such
  documents should be addressed to International Home Foods, Inc., 1633 Littleton
  Road, Parsippany, New Jersey  07054, Attention:  Secretary (973) 359-9920.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
                                        2
  3
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article Ten of the Amended and Restated Certificate of Incorporation
  of the Company provides that the Company shall indemnify its officers and
  directors to the maximum extent allowed by the Delaware General Corporation
  Law.  Pursuant to Section 145 of the Delaware General Corporation Law, the
  Company generally has the power to indemnify its current and former directors
  against expenses and liabilities incurred by them in connection with any suit
  to which they are, or are threatened to be made, a party by reason of their
  serving in those positions so long as they acted in good faith and in a manner
  they reasonably believed to be in, or not opposed to, the best interest of the
  Company, and with respect to any criminal action, so long as they had no
  reasonable cause to believe their conduct was unlawful.  With respect to suits
  by or in the right of the Company, however, indemnification is generally
  limited to attorneys' fees and other expenses and is not available if the
  person is adjudged to be liable to the Company, unless the court determines
  that indemnification is appropriate.  The statute expressly provides that the
  power to indemnify authorized thereby is not exclusive of any rights granted
  under any bylaw, agreement, vote of stockholders or disinterested directors, or
  otherwise.  The Company also has the power to purchase and maintain insurance
  for its directors and officers and has purchased a policy providing such
  insurance.
  
           The preceding discussion of the Company's Amended and Restated
  Certificate of Incorporation and Section 145 of the Delaware General
  Corporation Law is not intended to be exhaustive and is qualified in its
  entirety by the Amended and Restated Certificate of Incorporation and Section
  145 of the Delaware General Corporation Law.
  
           The Company has entered into indemnification agreements with the
  Company's directors and officers.  Pursuant to such agreements, the Company
  will, to the extent permitted by applicable law, indemnify such persons against
  all expenses, judgments, fines and penalties incurred in connection with the
  defense or settlement of any actions brought against them by reason of the fact
  that they were directors  or officers of the Company or assumed certain
  responsibilities at the direction of the Company.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the Company with the Commission, each of the following
  exhibits is filed herewith:
  
           4.1     --       International Home Foods 401(k) Savings Plan, as
                            amended
  
           5.1     --       (a)     Opinion of Vinson & Elkins L.L.P.
                            (b)     The Company will submit the International
                                    Home Foods 401(k) Savings Plan  and any
                                    amendment thereto to the Internal Revenue
                                    Service ("IRS") in a timely manner and will
                                    make all changes required by the IRS in order
                                    to qualify the plan.
  
           23.1    --       Consent of PricewaterhouseCoopers LLP
  
           23.2    --       Consent of Arthur Andersen LLP
  
           23.3    --       Consent of Vinson & Elkins L.L.P. (included as part
                            of Exhibit 5.1)
  
           24.1    --       Powers of Attorney (included on the signature pages
                            of this Registration Statement)
  
                                        3
  4
  ITEM 9.  UNDERTAKINGS.
  
           The Company hereby undertakes:
  
                   (1)      to file, during any period in which offers or sales
       are being made, a post-effective amendment to this Registration Statement:
  
                   (i)      to include any prospectus required by section
           10(a)(3) of the Securities Act of 1933, as amended (the "Securities
           Act");
  
                   (ii)     to reflect in the prospectus any facts or events
           arising after the effective date of the Registration Statement (or the
           most recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the information
           set forth in the Registration Statement; and
  
                   (iii)    to include any material information with respect to
           the plan of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
       provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
       information required to be included in a post-effective amendment by those
       paragraphs is contained in periodic reports filed by the Company pursuant
       to section 13 or section 15(d) of the Exchange Act that are incorporated
       by reference in this Registration Statement.
  
                   (2)      That, for the purposes of determining any liability
       under the Securities Act, each such post-effective amendment shall be
       deemed to be a new Registration Statement relating to the securities
       offered therein, and the offering of such securities at that time shall be
       deemed to be the initial bona fide offering thereof.
  
                   (3)      To remove from registration by means of a
       post-effective amendment any of the securities being registered which
       remain unsold at the termination of the offering.
  
                   (4)      That, for purposes of determining any liability under
       the Securities Act, each filing of the Company's annual report pursuant to
       section 13(a) or section 15(d) of the Exchange Act that is incorporated by
       reference in the Registration Statement shall be deemed to be a new
       Registration Statement relating to the securities offered therein, and the
       offering of such securities at that time shall be deemed to be the initial
       bona fide offering thereof.
  
                   (5)      Insofar as indemnification for liabilities arising
       under the Securities Act may be permitted to directors, officers and
       controlling persons of the Company pursuant to the foregoing provisions,
       or otherwise, the Company has been advised that in the opinion of the
       Commission such indemnification is against public policy as expressed in
       the Securities Act and is, therefore, unenforceable.  In the event that a
       claim for indemnification against such liabilities (other than the payment
       by the Company of expenses incurred or paid by a director, officer or
       controlling person of the Company in the successful defense of any action,
       suit or proceeding) is asserted by such director, officer or controlling
       person in connection with the securities being registered, the Company
       will, unless in the opinion of its counsel the matter has been settled by
       controlling precedent, submit to a court of appropriate jurisdiction the
       question whether such indemnification by it is against public policy as
       expressed in the Securities Act and will be governed by the final
       adjudication of such issue.
  
                                        4
  5
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Company certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Parsippany, State of New Jersey, on the 12th
  day of June, 1998.
  
                                    INTERNATIONAL HOME FOODS, INC
                                    
                                    By: /s/ C. Dean Metropoulos
                                       ------------------------------------------
                                            C. Dean Metropoulos,
                                            Chairman of the Board and Chief 
                                            Executive Officer
  
                                 POWER OF ATTORNEY
  
       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints C. Dean Metropoulos, Alan B. Menkes and
  N. Michael Dion and each of them, as his true and lawful attorneys-in-fact and
  agents, each with full power of substitution and resubstitution, for him and in
  his name, place and stead, in any and all capacities, to sign any and all
  amendments, including pre- and post-effective amendments, to this Registration
  Statement, and any registration statement relating to the offering covered by
  this Registration Statement and filed pursuant to Rule 462(b) under the
  Securities Act, and to file the same, with exhibits thereto and other documents
  in connection therewith, with the Commission, granting unto said
  attorneys-in-fact and agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done, as
  fully to all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all that each of said attorneys-in-fact and agents or
  their substitute may lawfully do or cause to be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  Signature                                      Capacity                           Date
                      ---------                                      --------                           ----
  /s/ C. Dean Metropoulos                    Chairman of the Board and           August 20, 1998
               ------------------------------                Chief Executive Officer
                     C. Dean Metropoulos                   (Principal Executive Officer)
  
                /s/ N. Michael Dion                           Chief Financial Officer           August 20, 1998
               ------------------------------           (Principal Financial and Accounting
                    N. Michael Dion                                  Officer)
  
                /s/ Thomas O. Hicks                                  Director                   August 20, 1998
               ------------------------------ 
                    Thomas O. Hicks 
  
                /s/ L. Hollis Jones                                  Director                   August 20, 1998
               ------------------------------ 
                    L. Hollis Jones
  
                /s/ Michael J. Levitt                                Director                   August 20, 1998
               ------------------------------ 
                    Michael J. Levitt 
  
                /s/ M. L. Lowenkron                                  Director                   August 20, 1998
               ------------------------------ 
                    M. L. Lowenkron
  6
  /s/ Alan B. Menkes                                   Director                   August 20, 1998
               ------------------------------ 
                    Alan B. Menkes 
  
                /s/ John R. Muse                                     Director                   August 20, 1998
               ------------------------------ 
                    John R. Muse
  
                /s/ Roger T. Staubach                                Director                   August 20, 1998
               ------------------------------ 
                    Roger T. Staubach
  
                /s/ Charles W. Tate                                  Director                   August 20, 1998
               ------------------------------ 
                    Charles W. Tate
  Pursuant to the requirements of the Securities Act, the person
  administering the International Home Foods 401(k) Savings Plan has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized in the City of Parsippany, State of New Jersey, on
  the 12th day of June, 1998.
  
  INTERNATIONAL HOME FOODS
  401(k) SAVINGS PLAN
  
  By:      International Home Foods, Inc.,
           Plan Sponsor and Plan Administrator
  
  By:      /s/ Michael J. Cramer
     ------------------------------------------
           Michael J. Cramer
           Vice President
  7
                                   EXHIBIT INDEX
  
   
  
  EXHIBIT
  NUMBER                                DESCRIPTION
  -------                               -----------
  4.1      --      International Home Foods 401(k) Savings Plan, as amended
  
  5.1      --      (a)      Opinion of Vinson & Elkins L.L.P.
                   (b)      The Company will submit the International Home Foods 401(k) Savings Plan  and
                            any amendment thereto to the Internal Revenue Service ("IRS") in a timely
                            manner and will make all changes required by the IRS in order to qualify the
                            plan.
  
  23.1     --      Consent of PricewaterhouseCoopers LLP
  
  23.2     --      Consent of Arthur Andersen LLP
  
  23.3     --      Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1)
  
  24.1     --      Powers of Attorney (included on the signature pages of this
                   Registration Statement)