SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

   For the fiscal year ended December 31, 1996   Commission file number 0-15584

                            Alpine Lace Brands, Inc.
             (Exact name of registrant as specified in its charter)

 Delaware                                                   22-2717823 
(State or other jurisdiction of                            (I.R.S. employer
 incorporation or organization)                             Identification No.)

111 Dunnell Road, Maplewood, NJ                                07040  
(Address of principal executive office)                     (Zip Code)

(Registrant's telephone number, including area code)        201-378-8600

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes x No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant as of March 11, 1997: 
                   Common stock, $.01 par value: $18,646,451

Indicate the number of shares  outstanding  of each of  registrant's  classes of
common stock,  as of the close of the period  covered by this report:  
                                5,106,536 shares

DOCUMENTS INCORPORATED BY REFERENCE:

None.
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information Regarding Directors

A description of each of the Directors of the Company is provided below:

     Carl T. Wolf, 53, is Chairman of the Board,  President and Chief  Executive
Officer of the Company.  Mr. Wolf founded the Company and its  predecessors  and
has been the  chief  executive  officer  of each of them  since  its  inception,
beginning  in 1983.  He  became a  Director  of the  Company  shortly  after its
incorporation  in  February,  1986.  From  1977  through  1985,  he was also the
President  and sole  stockholder  of  Market  Finders  Brokerage,  Inc.,  a food
brokerage firm which he founded with Marion F. Wolf, his wife.  Prior to forming
Market Finders Brokerage, Inc., Mr. Wolf was Manager-Specialty Foods Division of
Standard  Brands  Inc.  in 1977,  was Vice  President,  General  Manager  Cheese
Division  and a director of Brooke Bond Foods,  Inc., a food  manufacturing  and
distributing  company,  from 1974  through  1976 and had been  employed in other
positions in that company since 1971.  Mr. Wolf is a Phi Beta Kappa  graduate of
Rutgers  University and received his M.B.A.  with Honors (Beta Gamma Sigma) from
the University of Pittsburgh.

     Marion F. Wolf,  54,  became a Director of the Company in March,  1986.  In
January,  1991, Mrs. Wolf became Vice President-Food Service of the Company. She
was President and sole stockholder of Market Finders  Brokerage,  Inc. from 1985
to 1990.  In May,  1990  Market  Finders  Brokerage,  Inc.  sold its  commission
brokerage  business to an unrelated  party,  but Mrs. Wolf continued to serve as
President  of  this  business  until  December,  1990.  See  "Item  13.  Certain
Relationship and Related Transactions - Market Finders Brokerage, Inc."

     Richard Cheney,  75, became a Director of the Company in August,  1994. Mr.
Cheney is the  former  Chairman  of Hill &  Knowlton,  an  international  public
relations and public affairs company, where he had been employed since 1988. Mr.
Cheney is on the Board of Directors of Chattem, Inc., Rowe Furniture Corporation
and Stoneridge, Inc.

     Richard S.  Hickok,  71,  became a Director of the Company in March,  1988.
Since  January,  1990,  Mr.  Hickok has been the Chairman of Hickok  Associates,
Inc., a financial  services  consulting firm. Mr. Hickok is the retired Chairman
of KMG  Main  Hurdman,  Certified  Public  Accountants  (now  part of KPMG  Peat
Marwick).  He retired in 1983 following 35 years in public  accounting  with KMG
Main Hurdman serving  progressively  as partner,  Managing Partner and Chairman.
Since 1983, Mr. Hickok has been a consultant and director of numerous public and
private  companies.  He  is a  director  of  Comstock  Resources,  Inc.,  Marcam
Corporation, Marsh McLennan Companies, Inc., and ProjectaVision, Inc.

     Howard M. Lorber, 48, became a Director of the Company in September,  1993.
He is the Chairman and Chief Executive  Officer of Hallman & Lorber  Associates,
Inc., a consulting and actuarial firm for pension and profit sharing plans.  Mr.
Lorber is also President and Chief  Operating  Officer and a member of the board
of Directors of New Valley Corporation (formerly Western Union Corporation),  as
well as Chairman of the Board of Directors and CEO of Nathans Famous, Inc. He is
also a member  of the Board of  Directors  of United  Capital  Corp.,  and Prime
Hospitality Corp., and a Trustee of the Board of Long Island University.

     Joseph R. Rosetti,  63,  became a Director of the Company in August,  1992.
Mr.  Rosetti has been since May, 1991 the Vice Chairman of Kroll  Associates,  a
private  investigative  and  consulting  organization.  Prior to  joining  Kroll
Associates in April 1987,  Mr.  Rosetti was in charge of worldwide  security for
International  Business  Machines  Corporation.

<PAGE>

Prior to joining International  Business Machines Corporation,  Mr. Rosetti
held a number of  government  positions  with the United States  Departments  of
Justice  and  Treasury.  He is a member  of the  Board of  Directors  of  Rapor-
Security Access Co. and Security Technology Inc.

     Stephen  Sadove,  45,  became a Director of the Company in December,  1994.
Since 1991, Mr. Sadove has been the President of Worldwide Clairol (a subsidiary
of  Bristol-Meyers  Squibb  Company).  Mr.  Sadove  is a member  of the Board of
Directors  of Hazelden  and Saks  Holdings  and the Board of Trustees of several
non-profit institutions.
 
     Dr. Marvin Schiller,  63, became a Director of the Company in August, 1994.
Dr.  Schiller  is the  former  Managing  Director  of  A.T.  Kearney,  Inc.,  an
international  management  consulting  firm,  where he had been since 1959.  Dr.
Schiller  is the  author of  numerous  articles  in  professional  and  business
journals  and is an  active  public  speaker.  He is a  member  of the  Board of
Directors of the Lepercq-Istel Fund, Inc., Reprise Capital  Corporation,  Salant
Corporation, and Strategic Agricultural Management Corporation. He is the former
Chairman of the Board and Chief  Executive  Officer of the American  Society for
the  Prevention of Cruelty to Animals  (ASPCA),  President of the Mental Illness
Foundation,  and serves as a member of the Board of Visitors of the College
of Social Science at Michigan State University.

     John M. Small,  49,  became a Director of the Company in March,  1997.  Mr.
Small has been a Senior Partner at CSC Weston Group, a business unit of Computer
Sciences  Corporation,  since  1995.  Prior to  joining  CSC,  Mr.  Small  was a
Principal of Weston Group, a management consulting firm specializing in Business
and Marketing Strategy within the Food,  Beverage,  Healthcare and Personal Care
industries,  from 1988 to 1995.  Prior to joining  Weston Group,  Mr. Small held
various management  positions at General Foods  Corporation,  from 1972 to 1988,
and, most notably,  was  responsible  for the  development  and  introduction of
Jell-O  Pudding  Pops.  Mr.  Small has also been  retained as an expert  witness
regarding  matters within the Dairy  industry.  Mr. Small received his B.A. from
New York  University's  University  College of Arts and Sciences in 1969 and his
MBA from New York University's  Graduate School of Business  Administration (now
named the Leonard Stern School of Business Administration) in 1974.

Information Regarding Executive Officers

A description of each executive officer of the Company is provided below:

     Carl T. Wolf, 53, is Chairman of the Board,  President and Chief  Executive
Officer of the Company. A description of Mr. Wolf appears on page 2.

     Marion F. Wolf,  54, is Vice President - Food Service and a Director of the
Company. A description of Mrs. Wolf appears on page 2.

     Kenneth E. Meyers,  37, is President of MCT Dairies,  Inc., a subsidiary of
the  Company,  where he has been  employed  since  July,  1985 and has also been
Secretary of the Company since February, 1986; from March, 1983 to July, 1985 he
directed the sales  activities  for PreMonde  Alpine Lace Swiss Cheese and other
specialty  products at the Company's  predecessor First World Cheese Associates.
Prior to joining the Company,  Mr. Meyers served as a sales agent for Dictaphone
Corporation, a division of Pitney-Bowes,  Inc., following his graduation in 1982
from the University of Rhode Island.

     George S. Wenger,  47, has been Vice  President - General  Manager  Branded
Division Sales of the Company and its predecessor  First World Cheese Associates
since October, 1985. Prior to joining the Company, Mr. Wenger was Executive Vice
President and principal of Wenger-Crates & Assoc., Inc., a retail food brokerage

<PAGE>

firm in Cleveland,  Ohio, with which Mr. Wenger had been associated  since 1972.
Mr. Wenger is a graduate of Ohio University.

     Arthur  Karmel,  39, has been Vice President - Finance of the Company since
January,  1995.  Mr. Karmel was elected Vice President in May, 1992 and had been
the Controller since March, 1989. Mr. Karmel joined the Company in October, 1987
as a Senior  Accountant.  Prior to joining the Company,  Mr. Karmel held various
accounting  positions with the advertising  agencies of Scali,  McCabe,  Sloves,
Inc. from 1986 to 1987 and  Cunningham  and Walsh,  Inc. from 1983 to 1986.  Mr.
Karmel graduated from Brooklyn College.

     Dominick F. Gonnella, 28, has been Vice President-Operations of the Company
since July,  1994.  In April,  1994,  Mr.  Gonnella  was promoted to Director of
Operations.  In October,  1992, Mr. Gonnella advanced to the Production Planning
and Purchasing position.  Mr. Gonnella joined the Company in January,  1990, and
held the position of Inventory  Control  Manager  through  September,  1992. Mr.
Gonnella is a graduate of Kean College.


There are no family  relationships  between  any  Directors  and  executive
officers of the Company, except that Carl T. Wolf and Marion F. Wolf are husband
and wife.


ITEM 11.  EXECUTIVE COMPENSATION

Compensation of Executive Officers

The following table sets forth the cash and non-cash  compensation for each
of the last  three  fiscal  years  awarded  to,  earned  by or paid to the Chief
Executive Officer of the Company and the 4 other executive  officers whose total
annual salary and bonus exceeded $100,000 for the year ended December 31, 1996.

<PAGE>
<TABLE>

                                                        Summary Compensation Table

                                                                                                                Long-Term
                                                                         Annual Compensation(1)                Compensation
                                                                                                              
<S>                                                    <C>             <C>                  <C>                 <C>

Name and                                               Year            Salary               Bonus               Options
Principal Position

Carl T. Wolf.....................................      1996            $288,500                   -                 23,400
President and Chief                                    1995            $275,000                   -                 61,600
Executive Officer                                      1994            $275,000                   -                  5,000


Kenneth E. Meyers................................      1996            $802,400                   -                 15,000
President - MCT Dairies, Inc.                          1995            $389,209                   -                  5,000
                                                       1994            $401,732                   -                  4,000


George S. Wenger.................................      1996            $166,000             $10,000                  5,000
Vice President-General Manager                         1995            $160,000             $20,000                  5,000
Branded Division Sales                                 1994            $150,000             $18,000                  4,000


Marion F. Wolf...................................      1996            $130,000             $15,000                 10,000
Vice President -                                       1995            $100,000             $20,000                  5,000
Food Service                                           1994             $85,000             $18,000                  4,000


Arthur Karmel....................................      1996            $105,000             $16,250                 10,000
Vice President -                                       1995             $85,000             $17,000                  8,500
Finance                                                1994             $72,500              $5,750                  3,000



_______________
(1) Prerequisites and other personal benefits,  securities
or  property to each  executive  officer did not exceed the lesser of $50,000 or
10% of such executive officer's annual salary and bonus.
</TABLE>
<PAGE>

Stock Options

The following  tables summarize (i) option grants during the year ended December
31,  1996 to the  executive  officers  named in the Summary  Compensation  Table
above, and the potential realizable value of such options and (ii) the aggregate
value of all outstanding  options held by such executive officers as of December
31, 1996.

<TABLE>

                                                                Options Granted in 1996

                                                                   Individual Grants
                                                                                                           
                                                                                                           
                                                                                                           
                                                                                                           

<S>                            <C>                   <C>             <C>             <C>                     <C>             <C>
                                                  % of Total                                                 Potential Realizable
                              Number of             Options                                                    Value at Assumed
                             Securities            Granted to                                               Annual Rates of Stock 
                             Underlying            Employees         Exercise                               Price Appreciation for
                               Options             in Fiscal         or Base         Expiration                 Option Term(2)
Name                           Granted              Year(1)           Price             Date                    5%            10%

Carl T. Wolf.............      23,400(3)             18.4%            $ 6.00          10/01/06               $88,297       $223,761

Kenneth E. Meyers........      15,000(3)             11.8%            $ 6.00          10/01/06               $56,601       $143,437

George S. Wenger.........       5,000(3)              3.9%            $ 6.00          10/01/06               $18,867       $47,812

Marion F. Wolf...........      10,000(3)              7.9%            $ 6.00          10/01/06               $37,734       $95,625

Arthur Karmel............      10,000(3)              7.9%            $ 6.00          10/01/06               $37,734       $95,625



_______________ 
(1) The Company granted options  representing  126,900 shares of
Common Stock to employees in the year ended December 31, 1996. 

(2) The potential  realizable  portion of the foregoing table  illustrates value
that  might be  realized  upon  exercise  of  options  immediately  prior to the
expiration  of  their  term,   assuming  the  specified   compounded   rates  of
appreciation on the Company's  Common Stock over the term of the options.  These
numbers do not take into account  provisions  of certain  options  providing for
termination    of   the   option    following    termination    of   employment,
nontransferability  or differences in vesting periods. 

(3) These options are not exercisable for the first year after grant. On each of
the first, second and third anniversaries of the date of grant, each option will
become exercisable as to one-third of the shares of Common Stock subject to such
options.  Consequently,   after  the  third  anniversary  each  option  will  be
exercisable for its full number of shares.
</TABLE>
<PAGE>
<TABLE>
                                                                Aggregate Option Values
                                                                  at December 31, 1996

                                            Number of Securities Underlying 
                                                 Unexercised Options at                      Value of Unexercised In-the-Money
                                                    December 31, 1996                         Options at December 31, 1996(1) 
          
<S>                                            <C>                      <C>                   <C>                      <C>
Name                                      Exercisable            Unexercisable             Exercisable           Unexercisable

Carl T. Wolf                                   33,868                   66,132                 $ 5,835                 $ 2,916

Kenneth E. Meyers                              66,084                   19,666                $ 50,417                 $ 2,333

George S. Wenger                               66,084                    9,666                $ 50,417                 $ 2,333

Marion F. Wolf                                 10,834                   14,666                 $ 4,667                 $ 2,333

Arthur Karmel                                  19,667                   13,333                 $11,188                 $ 1,750




_________________
(1) On December 31, 1996, the last reported sales price of the
Company's  Common  Stock as  reported on the NASDAQ  Stock  Market was $5.25 per
share.
</TABLE>

Directors' Compensation

In 1996,  the Company began paying each of the Directors of the Company,  who is
not also an employee of the Company, an annual retainer of $2,500. This retainer
is paid in two  installments  of  $1,250  on each  of  January  1 and  July 1. A
director  must be in  office  on the  date an  installment  is paid in  order to
receive such  installments.  The Company also pays each of its  Directors who is
not  also an  employee  of the  Company  a fee of  $1,500  ($750  in the case of
participation  by  telephone)  for each  meeting  of the Board of  Directors  or
committee of the Board of Directors attended, subject to a maximum of $2,250 for
attendance  at more than one meeting on any one day.  The  Company's  1987 Stock
Option Plan (as amended) provides, among other things, that (i) each person (who
is not an employee of the Company or a subsidiary)  who becomes a Director after
January 11, 1993 will automatically  receive,  upon becoming a Director, a grant
of an option to purchase 6,600 shares of the Company's  Common Stock at the then
fair market value, and (ii) each such non-employee  Director will  automatically
receive,  on November 1 of each year  commencing  November 1, 1995, an option to
purchase  6,600  shares of the  Company's  Common  Stock at the then fair market
value. All such options vest over three years.

Employment Agreements

The Company entered into an employment agreement with Mr. Wolf in January, 1993.
Under the agreement he receives a base salary with bonuses at the  discretion of
the Board of Directors. The employment agreement is for an initial term of three
years and is automatically  renewed for successive three year terms unless prior
to the  expiration  of the  original  or any  renewal  term,  Mr. Wolf gives the
Company 60 days' notice or the Company gives Mr. Wolf three years' notice.  Upon
a change in  control  of the  Company,  Mr.  Wolf's  employment  agreement  will
automatically be renewed for three years from the date of such event.

The Company's employment agreement with Mr. Meyers was amended effective January
1, 1995 to extend  its term to  December  31,  1996.  The  employment  agreement

<PAGE>


provides for annual compensation equal to the greater of $115,050 or the sum of:
(1)  one-third  of the gross  profit from cheese  commodity  trading  activities
directly  conducted  by him and (2)  $.0075  per pound on all  sales of  branded
cheeses of the Company,  whether or not he  participates  in such sales, up to a
maximum of $15,000  annually.  The  Company  also  agreed to grant Mr.  Meyers a
non-qualified  option to purchase from the Company up to 20% of the stock of the
Company's wholly-owned  subsidiary MCT Dairies, Inc. In the event his employment
with the Company is  terminated,  Mr. Meyers will receive a maximum of $150,000.
In  consideration  for this  payment,  Mr.  Meyers  has agreed not to compete or
interfere with the business of the Company upon termination for a period of from
three  to  nine  months   thereafter   depending  on  cause.  The  agreement  is
automatically  renewed  for  successive  one  year  terms  unless  prior  to the
expiration of the original or any renewal term,  either party gives the other 90
days' notice.  Upon a change in control of the Company,  Mr. Meyers'  employment
agreement  will  automatically  be  renewed  for one year  from the date of such
event.

In addition  to the  foregoing,  Mr.  Meyers has a separate  agreement  with the
Company whereby,  in  consideration  of Mr. Meyers'  management of the Company's
efforts to protect its proprietary rights, the Company will pay Mr. Meyers 5% of
the amounts, if any, received by the Company (after expenses including attorneys
fees and after certain other royalty  payments) in connection  with such rights.
The amount of such payment or payments, if any, cannot currently be predicted.

The Company entered into an employment  agreement with Mr. Wenger  commencing as
of  January  4,  1993.  Under  the  agreement,   he  receives  a  salary  and  a
non-accountable  expense  allowance  of $140  per  week  for  local  travel  and
entertainment  expenses.  The employment agreement is for an initial term of one
year and is automatically  renewed for successive one year terms unless prior to
the expiration of the original or any renewal term, Mr. Wenger gives the Company
60 days'  notice or the Company  gives Mr.  Wenger nine months'  notice.  Upon a
change in  control  of the  Company,  Mr.  Wenger's  employment  agreement  will
automatically be renewed for one year from the date of such event.

The Company entered into an employment agreement with Mrs. Wolf commencing as of
January 4, 1993.  The agreement  sets forth Mrs.  Wolf's duties and salary.  The
employment  agreement  is for an initial  term of one year and is  automatically
renewed for  successive  one year terms  unless prior to the  expiration  of the
original or any renewal term, Mrs. Wolf gives the Company 60 days' notice or the
Company  gives Mrs.  Wolf six  months'  notice.  Upon a change in control of the
Company,  Mrs. Wolf's employment agreement will automatically be renewed for one
year from the date of such event.

The Company entered into an employment  agreement with Mr. Karmel  commencing as
of January 4, 1993. The agreement,  sets forth Mr.  Karmel's  duties and salary.
The employment agreement is for an initial term of one year and is automatically
renewed for  successive  one year terms  unless prior to the  expiration  of the
original or any renewal  term,  Mr.  Karmel gives the Company 60 days' notice or
the Company gives Mr. Karmel six months' notice. Upon a change in control of the
Company, Mr. Karmel's employment agreement will automatically be renewed for one
year from the date of such event.

The Company entered into an employment agreement with Mr. Gonnella commencing as
of April 19, 1994. The agreement,  sets forth Mr.  Gonnella's duties and salary.
The employment agreement is for an initial term of one year and is automatically
renewed for  successive  one year terms  unless prior to the  expiration  of the
original or any renewal term, Mr.  Gonnella gives the Company 60 days' notice or
the Company gives Mr. Gonnella ninety days' notice.  Upon a change in control of
the Company,  Mr. Gonnella's  employment agreement will automatically be renewed
for one year from the date of such event.

<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership

The following table sets forth  information  for Goldman,  Sachs & Co., owner of
more than 5% of the  Company's  Common  Stock,  as reported in its  Schedule 13G
dated  February  14,  1997 and,  as of April 9,  1997 for each of the  Company's
Directors,  for each of the Company's executive officers included in the Summary
Compensation   Table  set  forth   under  the   caption   "Item  11.   Executive
Compensation-Compensation  of Executive Officers" and for all executive officers
and Directors of the Company as a group.  Information with respect to beneficial
ownership is based upon  information  furnished to the Company by each  security
holder.  The warrants and options  referred to in the footnotes to the table are
presently exercisable, except as otherwise noted.

<PAGE>
<TABLE>
<S>                                                                                <C>                    <C>

                                                                                      Amount          Percentage
                                                                                    and Nature      of Outstanding
                                                                                   of Beneficial        Common
                            Name and Address(1)                                     Ownership(2)         Stock

Carl T. Wolf ...................................................................   1,585,468(3)(4)        30.9%
Goldman, Sachs & Co. ...........................................................     471,400               9.2%
86 Broad Street
New York, NY  10004
Kenneth E. Meyers ..............................................................     102,101(5)            2.0%
George S. Wenger ...............................................................      89,082(5)            1.7%
Marion F. Wolf .................................................................      90,834(3)(6)         1.8%
Arthur Karmel ..................................................................      38,167(7)             (8)
Richard Cheney .................................................................      13,200(9)             (8)
Richard S. Hickok ..............................................................      22,202(10)            (8)
Howard M. Lorber ...............................................................      12,700(11)            (8)
Joseph R. Rosetti ..............................................................      17,800(12)            (8)
Stephen Sadove .................................................................       8,200(13)            (8)
Marvin Schiller ................................................................      12,200(9)             (8)
John M. Small ..................................................................           0                 -
All executive officers and Directors as
  a group ......................................................................   1,921,121(14)          35.7%

(1) Unless  otherwise  indicated,  the address of each  beneficial  owner is c/o
Alpine Lace Brands, Inc., 111 Dunnell Road, Maplewood, New Jersey 07040.
(2)  Unless  otherwise  indicated,  the  persons  shown  have  sole  voting  and
investment power with respect to the shares listed.
(3) Includes  75,000  shares of Common Stock  jointly  owned by Carl T. Wolf and
Marion F. Wolf.
(4) Includes  options to purchase 33,868 shares of Common Stock granted pursuant
to the Company's 1987 Stock Option Plan (the "Plan").
(5) Includes  options to purchase 66,084 shares of Common Stock granted pursuant
to the Plan.
(6) Includes  options to purchase 10,834 shares of Common Stock granted pursuant
to the Plan.
(7) Includes  options to purchase 19,667 shares of Common Stock granted pursuant
to the Plan.
(8) Less than one percent.
(9) Includes  options to purchase 8,200 shares of Common Stock granted  pursuant
to the Plan.
(10) Includes  5,250  restricted  special  warrants to purchase  5,250 shares of
Common  Stock and  options to purchase  12,200  shares of Common  Stock  granted
pursuant to the Plan and includes 667  restricted  special  warrants to purchase
2,001  shares  of  Common  Stock  and  667  warrants,  with  such  667  warrants
exercisable to purchase an additional 1,000 shares of Common Stock.
(11)  Consists  of options to purchase  12,700  shares of Common  Stock  granted
pursuant to the Plan.
(12) Includes options to purchase 15,200 shares of Common Stock granted pursuant
to the Plan.
(13)  Consists  of options to  purchase  8,200  shares of Common  Stock  granted
pursuant to the Plan.
(14) Includes (i) 667  restricted  special  warrants to purchase 2,001 shares of
Common Stock and 667 warrants, with such 667 warrants exercisable to purchase an
additional 1,000 shares of Common Stock, (ii) 5,250 restricted  special warrants
to purchase 5,250 shares of Common Stock,  and (iii) options to purchase 264,405
shares of Common Stock granted pursuant to the Plan and presently exercisable or
exercisable within 60 days after April 9, 1997.
</TABLE>
<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Market Finders Brokerage, Inc.

Market Finders  Brokerage,  Inc. ("Market  Finders") is a food brokerage company
organized in 1977 by Mr. and Mrs. Wolf. Mr. Wolf served as the President and was
sole  stockholder of Market Finders from 1977 until December 1985, at which time
he resigned  his position and  transferred  his stock in Market  Finders to Mrs.
Wolf,  who  succeeded him as  President.  In May,  1990 Market  Finders sold the
commission brokerage portion of its business to an unrelated party, but the sale
provided for Mrs. Wolf to receive a percentage  royalty  (subject to a specified
minimum and maximum) based on commissions generated by Market Finders. Effective
April 1, 1993 and again in 1995, the commission brokerage business was resold to
new owners, and Mrs. Wolf's percentage  royalty  arrangements were renegotiated,
including a new provision for reduction of Mrs.  Wolf's royalty in the event the
Company ceases doing business with the new purchaser.

The Company  continues to use the services of the purchasers of Market  Finders'
commission  brokerage  business.  During 1996 sales agency fees and  commissions
paid by the Company to the purchaser aggregated $215,951.

Market  Finders,  which is still  owned by Mrs.  Wolf,  continues  to  engage in
certain import quota  transactions with the Company.  During 1996,  purchases by
the Company from Market Finders aggregated $539,181.

Herbloc, Inc.

In December,  1991, MCT Dairies, Inc., a wholly owned subsidiary of the Company,
made an unsecured loan to Kenneth E. Meyers, the President of MCT, in the amount
of  $65,000  in  order to  finance  the  purchase  by Mr.  Meyers  of all of the
outstanding stock of Herbloc, Inc. ("Herbloc"),  a California  corporation.  The
loan bore interest at the rate of 11% per annum,  compounded quarterly,  and was
repayable over five years in 20 equal  installments  of principal,  plus accrued
interest. The loan was repaid in full on December 31, 1996.

At the time of Mr. Meyers'  purchase of the stock of Herbloc in December,  1991,
the Company entered into a five-year  supply  agreement with Herbloc,  which was
renewed at the Company's  option, in December 1996 for an additional five years,
pursuant  to which  Herbloc  has  agreed to sell to the  Company  all cheese and
cheese products  imported by Herbloc pursuant to its import quotas.  The Company
has  agreed  to pay  Herbloc  (a) the cost of the  imported  cheese  and  cheese
products plus all direct costs related to the importation of quota cheese, (b) a
mark-up  during the initial term of $0.0984 per pound of quota  cheese  imported
under Herbloc's  historical and  non-historical  import quotas,  plus $0.015 per
pound of quota cheese imported by Herbloc under any supplementary import quotas,
but not less than  $18,000 per year of mark-ups  during the  initial  term,  and
during the renewal term a mark-up of $0.035 per pound of quota  cheese  imported
by Herbloc  under any  quotas,  and (c) the  amount  paid by Herbloc to the U.S.
Department  of  Agriculture  each year for license  fees.  The supply  agreement
guarantees  that each year the  Company  will  either  purchase  at least 86% of
Herbloc's  "quota  share" for cheese and cheese  products,  or the Company  will
notify  Herbloc by September 15 of such year of the amount of each "quota share"
which the Company does not plan to purchase during the remainder of such year.

During 1996,  the Company had aggregate  purchases  from Herbloc of $716,415 and
the Company had aggregate sales to Herbloc of $43,723.


<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                       ALPINE LACE BRANDS, INC.

                          By: /s/Carl T. Wolf
                              Carl T. Wolf, President and Chairman of the Board

                       Dated: April 29, 1997