UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                    FORM 10-Q

                [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                       15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                       FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1997

               [ ]    TRANSITION REPORT PURSUANT TO SECTION 12 OR
                      15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                      FOR THE TRANSITION PERIOD FROM ______ TO _______.

                             COMMISSION FILE NUMBER:
                                    333-12929

                      WEIDER NUTRITION INTERNATIONAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                          87-0563574
  (STATE OR OTHER JURISDICTION                            (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

         2002 SOUTH 5070 WEST
         SALT LAKE CITY, UTAH                                84104-4726
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

                         Registrant's telephone number,
                              including area code:
                                 (801) 975-5000



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[ ]

The number of shares outstanding of the Registrant's common stock is 24,699,238
(as of October 10, 1997).

<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>

                                                                                                    AUGUST 31,               MAY 31,
ASSETS                                                                                                 1997                   1997
                                                                                                   -----------              --------
                                                                                                   (UNAUDITED)
<S>                                                                                                  <C>                    <C>     
Current assets:
  Cash and cash equivalents ..........................................................               $    431               $  1,259
  Accounts receivable, net of allowance for doubtful
    accounts of $540 and $212 ........................................................                 42,355                 43,634
  Other receivables ..................................................................                  1,667                  3,038
  Inventories ........................................................................                 50,411                 40,782
  Prepaid expenses and other .........................................................                  4,408                  4,605
  Deferred taxes .....................................................................                  2,833                  4,093
                                                                                                     --------               --------
           Total current assets ......................................................                102,105                 97,411
                                                                                                     --------               --------
Property and equipment, net ..........................................................                 36,725                 35,930
                                                                                                     --------               --------
Other assets:
  Intangible assets, net .............................................................                 25,967                 26,550
  Deposits and other assets ..........................................................                 10,327                  7,888
  Deferred taxes .....................................................................                    986                    977
                                                                                                     --------               --------
           Total other assets ........................................................                 37,280                 35,415
                                                                                                     --------               --------
                     Total assets ....................................................               $176,110               $168,756
                                                                                                     ========               ========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable .....................................................................            $  19,464             $  22,727
  Accrued expenses .....................................................................                4,961                 8,511
  Current portion of long-term debt ....................................................                2,004                 2,181
                                                                                                    ---------             ---------
           Total current liabilities ...................................................               26,429                33,419
                                                                                                    ---------             ---------
Long-term debt .........................................................................               56,466                42,913
                                                                                                    ---------             ---------
Commitments and contingencies

Stockholders' equity:
  Preferred stock, par value $.01 per share; shares
    authorized-10,000,000; no shares issued and outstanding ............................                 --                    --
  Class A common stock, par value $.01 per share; shares
    authorized-50,000,000; shares issued and
    outstanding-9,011,806 ..............................................................                   90                    90
  Class B common stock, par value $.01 per share; shares
    authorized-25,000,000; shares issued and
    outstanding-15,687,432 .............................................................                  157                   157
    Additional paid-in capital .........................................................               79,271                79,271
  Foreign currency translation .........................................................                 (152)                 (177)
  Retained earnings ....................................................................               13,849                13,083
                                                                                                    ---------             ---------
           Total stockholders' equity ..................................................               93,215                92,424
                                                                                                    ---------             ---------
                     Total liabilities and stockholders' equity ........................            $ 176,110             $ 168,756
                                                                                                    =========             =========
</TABLE>

            See notes to condensed consolidated financial statements.



                                       2

<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                      THREE MONTHS ENDED
                                                                                                           AUGUST 31,
                                                                                            ---------------------------------------
                                                                                                1997                       1996
                                                                                            ------------               ------------
<S>                                                                                         <C>                        <C>         
Net sales ....................................................................              $     53,515               $     46,927
Cost of goods sold ...........................................................                    35,642                     29,739
                                                                                            ------------               ------------
Gross profit .................................................................                    17,873                     17,188
                                                                                            ------------               ------------
Operating expenses:
  Selling and marketing ......................................................                     8,773                      7,563
  General and administrative .................................................                     3,874                      3,029
  Research and development ...................................................                       729                        416
  Amortization of intangible assets ..........................................                       501                        467
  Impairment of intangible assets ............................................                      --                        2,095
                                                                                            ------------               ------------
           Total operating expenses ..........................................                    13,877                     13,570
                                                                                            ------------               ------------
Income from operations .......................................................                     3,996                      3,618
                                                                                            ------------               ------------
Other income (expense):
  Interest income ............................................................                       121                          3
  Interest expense ...........................................................                    (1,149)                    (1,453)
  Other ......................................................................                      (149)                         5
                                                                                            ------------               ------------
           Total .............................................................                    (1,177)                    (1,445)
                                                                                            ------------               ------------
Income before income taxes ...................................................                     2,819                      2,173
Provision for income taxes ...................................................                     1,127                        882
                                                                                            ------------               ------------
Net income ...................................................................              $      1,692               $      1,291
                                                                                            ============               ============
Pro forma weighted average common shares and
  common equivalent shares outstanding .......................................                25,261,954                 24,881,954
                                                                                            ============               ============
Pro forma net income per common share and
  common equivalent share outstanding ........................................              $       0.07               $       0.05
                                                                                            ============               ============
</TABLE>

            See notes to condensed consolidated financial statements.



                                       3

<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                           THREE MONTHS ENDED
                                                                                                                 AUGUST 31,
                                                                                                     ------------------------------
                                                                                                       1997                   1996
                                                                                                     --------               -------
Cash flows from operating activities:
<S>                                                                                                  <C>                    <C>    
  Net income ..........................................................................              $  1,692               $ 1,291
  Adjustments to reconcile net income to net
    cash provided by (used in) operating
    activities:
      Provision for bad debts .........................................................                   306                    68
      Deferred taxes ..................................................................                 1,251                   522
      Depreciation, amortization and
         asset impairment .............................................................                 1,702                 3,471
  Changes in operating assets and liabilities-
    net of assets acquired:
      Accounts receivable .............................................................                   974                 3,149
      Other receivables ...............................................................                 1,371                  (256)
      Inventories .....................................................................                (9,629)                1,074
      Prepaid expenses and other ......................................................                   197                 1,974
      Deposits and other assets .......................................................                    35                (5,169)
      Accounts payable ................................................................                (3,263)               (3,441)
      Accrued expenses ................................................................                (3,550)               (2,157)
                                                                                                     --------               -------
            Net cash provided by (used in)
             operating activities .....................................................                (8,914)                  526
                                                                                                     --------               -------
Cash flows from financing activities:
  Dividends paid ......................................................................                  (926)                 --
  Distributions to WHF ................................................................                  --                    (730)
  Net change in payable to WHF ........................................................                  --                  (1,719)
  Proceeds from long-term debt ........................................................                13,947                 9,400
  Payments on long-term debt ..........................................................                  (571)               (5,696)
                                                                                                     --------               -------
            Net cash provided by financing activities .................................                12,450                 1,255
                                                                                                     --------               -------
Cash flows from investing activities:
  Purchase of intangible assets .......................................................                  --                    (475)
  Purchase of property and equipment ..................................................                (2,050)               (2,056)
  Increase in officers' notes receivable ..............................................                (2,474)                 --
                                                                                                     --------               -------
            Net cash used in investing activities .....................................                (4,524)               (2,531)
                                                                                                     --------               -------
Effect of exchange rate changes on cash ...............................................                   160                    (1)
                                                                                                     --------               -------
Decrease in cash and cash equivalents .................................................                  (828)                 (751)

Cash and cash equivalents, beginning of period ........................................                 1,259                 1,592
                                                                                                     --------               -------
Cash and cash equivalents, end of period ..............................................              $    431               $   841
                                                                                                     ========               =======
</TABLE>

            See notes to condensed consolidated financial statements.

                                       4

<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)


1. BASIS OF PRESENTATION AND OTHER MATTERS

      The accompanying unaudited interim consolidated financial statements
("interim financial statements") do not include all disclosures provided in the
annual consolidated financial statements. These interim financial statements
should be read in conjunction with the consolidated financial statements and the
footnotes thereto contained in the Weider Nutrition International, Inc. (the
"Company") Annual Report on Form 10-K for the year ended May 31, 1997 as filed
with the Securities and Exchange Commission. The May 31, 1997 consolidated
balance sheet was derived from audited financial statements, but all disclosures
required by generally accepted accounting principles are not provided in these
accompanying footnotes.

      In the opinion of the Company, the accompanying interim financial
statements contain all adjustments (which are of a normal recurring nature)
necessary for a fair presentation of the Company's financial position and
results of operations. Certain prior period amounts have been reclassified to
conform with the current interim period presentation.

2. PRO FORMA COMMON SHARES OUTSTANDING AND EARNINGS PER SHARE

           Pro forma net income per common share and common equivalent share
outstanding for the interim periods ended August 31, 1997 and 1996 has been
computed by dividing net income by the number of weighted average shares
outstanding and assumes as outstanding, as of June 1, 1996, the 1,557,604 shares
of Class A common stock issued and outstanding prior to consummation of the
Company's initial public offering (the "IPO"), the 15,687,432 Class B common
shares, the 6,440,000 shares of Class A common stock issued in connection with
the IPO, the 1,014,202 shares of Class A common stock issued pursuant to
management incentive agreements and tenure with the Company at the time of the
IPO, and dilutive common stock equivalents.

3. INVENTORIES

   Inventories consist of the following:

                                                    August 31,           May 31,
                                                       1997                1997
                                                      -------            -------
   Raw materials ............................         $22,663            $17,569
   Work in process ..........................           2,290              2,629
   Finished goods ...........................          25,458             20,584
                                                      -------            -------
   Total ....................................         $50,411            $40,782
                                                      =======            =======

      Inventory totaling approximately $4.5 million, primarily consisting of a
raw material is included as a long-term asset in deposits and other assets in
the accompanying balance sheets.

4. SALES TO MAJOR CUSTOMERS

      The Company's largest customers, General Nutrition Center ("GNC") and
Wal-Mart, accounted for approximately 10% and 15%, respectively, of net sales
for the three months ended August 31, 1997, and 15% and 10%, respectively, for
the three months ended August 31, 1996.

                                       5

<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

5. RELATED PARTY TRANSACTION

      During the quarter ended August 31, 1997, in accordance with provisions of
their respective Management Incentive Agreements, certain company officers
borrowed a portion, or the entire amount, of funds available to them (from the
Company) for the payment of individual income taxes. At August 31, 1997, total
officer loans outstanding amount to $2,474. Such loans bear interest at 8.0% per
annum, are secured by the respective employees' Class A common stock, are due in
full in May 2002 and are included in deposits and other assets in the
accompanying consolidated balance sheet at August 31, 1997.

6. CONTINGENCIES

      The Company is involved in claims, potential unasserted claims and legal
actions arising in the ordinary course of business. In the opinion of
management, based in part on discussions with legal counsel, the ultimate
outcome of these matters will not have a material adverse effect on the
Company's financial position or results of operations.

                                       6

<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

      THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH
THE CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING IN
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS
DISCUSSED IN THIS QUARTERLY REPORT ON FORM 10-Q ARE FORWARD-LOOKING STATEMENTS
THAT INVOLVE RISKS AND UNCERTAINTIES, INCLUDING THE TIMELY DEVELOPMENT AND
ACCEPTANCE OF NEW PRODUCTS, THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, THE
ESTIMATED TIME TO ELIMINATE DELAYS IN THE START-UP OF MANUFACTURING IN THE
COMPANY'S NEW UTAH FACILITY, AND THE OTHER RISKS DETAILED FROM TIME TO TIME IN
THE COMPANY'S SEC REPORTS, COPIES OF WHICH ARE AVAILABLE UPON REQUEST FROM THE
COMPANY'S INVESTOR RELATIONS DEPARTMENT. ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM THOSE PROJECTED. THESE FORWARD-LOOKING STATEMENTS REPRESENT THE COMPANY'S
JUDGEMENT AS OF THE DATE OF THIS REPORT. THE COMPANY DISCLAIMS, HOWEVER, ANY
INTENT OR OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS.

GENERAL

      Weider Nutrition International, Inc. is a manufacturer of branded and
private label nutritional supplements. The Company manufactures a broad range of
capsules and tablets, powdered drink mixes, bottled beverages and nutrition
bars. The Company markets its branded products in four principal categories:
sports nutrition; vitamins, minerals and herbs; diet; and healthy snacks. The
Company manufactures and markets approximately 1,400 products consisting of
approximately 1,800 stock keeping units ("SKUs"). The Company's principal
executive offices are located at 2002 South 5070 West, Salt Lake City, Utah
84104 and its telephone number is (801) 975-5000. As used herein, the "Company"
means Weider Nutrition International, Inc. and its subsidiaries, except where
indicated otherwise.

RESULTS OF OPERATIONS (UNAUDITED)
(THREE MONTHS ENDED AUGUST 31, 1997 COMPARED TO THREE MONTHS ENDED
AUGUST 31, 1996)

The following table shows selected items expressed on an actual basis and as a
percentage of net sales for the respective interim periods:

                                        THREE MONTHS ENDED AUGUST 31,
                                       -------------------------------
                                            1997             1996
                                       --------------- ---------------
                                             (dollars in thousands)

Net sales..............................$ 53,515 100.0% $ 46,927 100.0%
Cost of goods sold.....................  35,642  66.6    29,739  63.4
                                       -------- ------ -------- ------
Gross profit...........................  17,873  33.4    17,188  36.6
                                       -------- ------ -------- ------
Operating expenses.....................  13,877  25.9    11,475  24.5
Impairment of intangible assets........    --     --      2,095   4.4
                                       -------- ------ -------- ------
Total operating expenses...............  13,877  25.9    13,570  28.9
                                       -------- ------ -------- ------
Income from operations.................   3,996   7.5     3,618   7.7
Other expense..........................   1,177   2.2     1,445   3.1
Provision for income taxes.............   1,127   2.1       882   1.8
                                       -------- ------ -------- ------
Net income.............................$  1,692   3.2% $  1,291   2.8%
                                       ======== ====== ======== ======

      NET SALES. Net sales for the three months ended August 31, 1997 increased
$6.6 million, or 14.0% to $53.5 million compared to $46.9 million for the three
months ended August 31, 1996. Sales to mass volume retailers and international
markets together with private label sales volume increased during the three
months ended August 31, 1997 compared to the three months ended August 31, 1996.
Sales to mass volume retailers increased approximately 37.7% in the first
quarter of fiscal 1998 in relation to the comparable quarter of fiscal 1997. The
increase in sales to mass volume retailers resulted primarily from the May 1997
introduction of PHENCAL 106. Sales of PHENCAL 106, sold under the Great American
Nutrition and Schiff brand names, amounted to approximately $8.0 million during
the first three months of fiscal 1998.

                                       7

<PAGE>
      Sales to private label customers increased approximately 10.8% to $14.0
million for the first quarter of fiscal 1998 compared to $12.6 million for the
first quarter of fiscal 1997. The increase in sales was primarily a result of
increased volumes with existing customers. Sales to international markets
increased approximately 83.9% during the quarter ended August 31, 1997, compared
to the prior year's comparable quarter, primarily as a result of the acquisition
of businesses in Canada and Spain in September 1996.

      Sales to health food distributors and retailers decreased 27.6% to $7.4
million for the quarter ended August 31, 1997 compared to the quarter ended
August 31, 1996, primarily as a result of reduced volume with GNC and unexpected
delays in the start-up of the Company's new Utah capsule and tablet
manufacturing facility. Sales to beverage distributors (health clubs and gyms)
decreased 6.3% to $4.6 million during the first quarter of fiscal 1998 compared
to $4.9 million for the first quarter of fiscal 1997. The decrease in sales to
beverage distributors resulted primarily from changes in the timing of
distribution orders and start-up delays experienced in the Company's nutritional
bar operations during the first quarter of fiscal 1998.

      The following table shows comparative net sales results categorized by
distribution channel on an actual basis and as a percentage of net sales for the
respective interim periods indicated (dollars in thousands):

                                           THREE MONTHS ENDED AUGUST 31,
                                  ----------------------------------------------
                                           1997                     1996
                                  ---------------------    ---------------------
Mass volume retailers ........    $21,202         39.6%    $15,396         32.8%
Health food ..................      7,351         13.7      10,157         21.6
Private label ................     13,957         26.1      12,600         26.9
Beverage distributors ........      4,583          8.6       4,893         10.4
International markets ........      4,548          8.5       2,473          5.3
Other ........................      1,874          3.5       1,408          3.0
                                  -------        ------    -------        ------
Total ........................    $53,515        100.0%    $46,927        100.0%
                                  =======        ======    =======        ======


      GROSS PROFIT. Gross profit increased approximately 4.0% to $17.9 million
for the quarter ended August 31, 1997 in comparison to the quarter ended August
31, 1996. Gross profit as a percentage of net sales was 33.4% for the quarter
ended August 31, 1997 compared to 36.6% for the quarter ended August 31, 1996.
The decrease in the gross profit percent resulted primarily from unexpected
delays and start-up costs associated with the opening of the Company's new
manufacturing and distribution facility in Salt Lake City, Utah. In particular,
the Company's nutritional bar operations experienced certain unexpected
operating inefficiencies during the first quarter of fiscal 1998. In addition,
as a result of the start-up delays in the Company's capsule and tablet
manufacturing at the new Utah facility, the Company utilized third party
production capabilities at a higher than expected level during the first quarter
of fiscal 1998.

      OPERATING EXPENSES. Operating expenses increased approximately 2.3% to
$13.9 million during the quarter ended August 31, 1997 from $13.6 million for
the quarter ended August 31, 1996. Effective June 1, 1996, the Company adopted
SFAS No. 121 and recognized an asset impairment loss of approximately $2.1
million during the first quarter of fiscal 1997. Excluding this change,
operating expenses increased approximately $2.4 million, or 20.9%, during the
first quarter of 1998 compared to the first quarter of fiscal 1997. Operating
expenses as a percentage of net sales were 25.9% for the quarter ended August
31, 1997 compared to 24.5% (excluding the $2.1 million impact of adopting SFAS
No. 121) for the quarter ended August 31, 1996. Operating expenses increased
primarily as a result of excess manufacturing capacity costs at the Company's
new Utah facility due to the start-up delays discussed above. In addition,
operating costs increased as a result of the incremental impact of additional
personnel and new information systems, added investment in research and
development and increased legal costs.

      Selling and marketing expenses and amortization of intangible assets
expense, as a percentage of net sales, remained relatively constant for the
quarter ended August 31, 1997 compared to the quarter ended August 31, 1996.

                                       8

<PAGE>
      General and administrative expenses as a percentage of net sales were 7.2%
for the quarter ended August 31, 1997 compared to 6.5% for the quarter ended
August 31, 1996. The increase resulted primarily from excess manufacturing
capacity costs of the Company's new Utah facility.

      OTHER EXPENSE. Other expense amounted to $1.2 million for the quarter
ended August 31, 1997 compared to $1.5 million for the quarter ended August 31,
1996. The net decrease of approximately $.3 million resulted from decreased
interest costs associated with reduced indebtedness and a reduction in the
Company's overall effective interest rate.

      PROVISION FOR INCOME TAXES. Provision for income taxes amounted to $1.1
million for the quarter ended August 31, 1997 compared to $.9 million for the
quarter ended August 31, 1996. The increase in the Company's provision for
income taxes resulted primarily from the increase in pre-tax earnings in the
first quarter of fiscal 1998 in comparison to the first quarter of fiscal 1997.

      LIQUIDITY AND CAPITAL RESOURCES. Concurrent with the Company's IPO as of
May 1, 1997, the Company entered into an amended credit agreement (the "Credit
Agreement") with General Electric Capital Corporation ("GECC"). The Credit
Agreement is a $130.0 million senior secured, long-term credit facility that
contains standard terms and conditions, including subject to permitted amounts,
a limitation on the ability of the Company to pay dividends on the common stock
and minimum net worth requirements. Borrowings under the Credit Agreement bear
interest at floating rates and mature in February 2000. At August 31, 1997, the
Company had approximately $78.0 million of available credit under the Credit
Agreement.

      The Company had working capital of approximately $75.7 million at August
31, 1997 compared to $64.0 million at May 31, 1997. This increase resulted
primarily from increased inventories financed by borrowings, classified as
long-term, under the Company's Credit Agreement.

      The Company expects to fund its long-term capital requirements, including
construction of capital projects for the next twelve months through the use of
operating cash flow supplemented as necessary by borrowings under the Credit
Agreement and, if necessary, through debt financing or the issuance of
additional equity. The Company may also enter into strategic acquisitions as the
nutritional supplements industry continues to consolidate. The funding of future
acquisitions may also require borrowings under the Credit Agreement and/or other
debt financing or the issuance of additional equity.

      The Company paid a quarterly dividend of $0.0375 per share subsequent to
August 31, 1997. The dividend was declared to be payable on September 15, 1997
to holders of all classes of common stock of record at the close of business
September 1, 1997. The Company's Board of Directors will determine dividend
policy in the future based upon, among other things, the Company's results of
operations, financial condition, contractual restrictions and other factors
deemed relevant at the time. In addition, the Company entered into the Credit
Agreement which contains certain customary financial covenants that may limit
the Company's ability to pay dividends on its common stock. Accordingly, there
can be no assurance that the Company will be able to sustain the payment of
dividends in the future.

      IMPACT OF INFLATION. The Company has historically been able to pass
inflationary increases for raw materials and other costs onto its customers
through price increases and anticipates that it will be able to continue to do
so in the future.

                                       9

<PAGE>
      SEASONALITY. The Company's business is seasonal, with lower sales
typically realized during the first and second fiscal quarters and higher sales
typically realized during the third and fourth fiscal quarters. The Company
believes such fluctuations in sales are the result of greater marketing and
promotional activities toward the end of each fiscal year, customer buying
patterns, and consumer spending patterns related primarily to the consumers'
interest in achieving personal health and fitness goals after the beginning of
each new calendar year and before the summer fashion season.

      Furthermore, as a result of changes in product sales mix and other
factors, as discussed above, the Company experiences fluctuations in gross
profit and operating margins on a quarter-to-quarter basis.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

        Not applicable.

ITEM 2. CHANGES IN SECURITIES.

        Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

        Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        Not applicable.

ITEM 5. OTHER INFORMATION.

        Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

        (a) Exhibit:

            Financial Data Schedule

        (b) Reports on Form 8-K:

            None

                                       10

<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.

                                          WEIDER NUTRITION INTERNATIONAL, INC.

Date: October 14, 1997                    BY: /S/ RICHARD B. BIZZARO
                                          --------------------------
                                          Richard B. Bizzaro, Chief Executive
                                          Officer, President and Director

Date: October 14, 1997                    BY: /S/ ROBERT K. REYNOLDS
                                          --------------------------
                                          Robert K. Reynolds, Chief Operating
                                          Officer, Executive Vice President and
                                          Director

                                       11

<PAGE>