FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 2O549

(Mark One)

   [ X ]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 1997
                               ------------------

                                       OR

   [   ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to
                               ----------------    ----------------

Commission file number   0-7166
                       -------------


                             DOUGHTIE'S FOODS, INC.
             (Exact name of Registrant as specified in its charter)


             VIRGINIA                                     54-0903892
  (State or other jurisdiction of                      (I.R.S. employer
   incorporation or organization)                   identification number)


                 2410 WESLEY STREET, PORTSMOUTH, VIRGINIA 23707
                    (Address of principal executive offices)

                                 (757) 393-6007
              (Registrant's telephone number, including area code)


             ------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


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
    ----     ----


                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock, $1 par value - 996,727 shares as of November 5, 1997.

                          PART I. FINANCIAL INFORMATION

Item 1.      Financial Statements

<TABLE>
                DOUGHTIE'S FOODS, INC. AND SUBSIDIARY
               CONSOLIDATED BALANCE SHEETS (Unaudited) <F1>

<CAPTION>
                                         September 27,          December 28,
                                             1997                   1996
                                         -------------          ------------

<S>                                      <C>                    <C>

             ASSETS

CURRENT ASSETS:
 Cash                                    $     164,652          $    372,687
 Accounts receivable trade, net              8,763,929             6,924,656
 Inventories                                 5,003,693             4,497,699
 Deferred income taxes                         386,271               386,271
 Prepaid expenses and other
  current assets                               203,792                91,042
                                         -------------          ------------

          Total Current Assets              14,522,337            12,272,355
                                         -------------          ------------

PROPERTY, PLANT AND EQUIPMENT -
 AT COST:
 Land                                          280,827               280,827
 Buildings                                   3,608,055             4,112,608
 Delivery equipment                            179,789               347,242
 Plant and refrigeration equipment           1,590,626             4,170,355
 Office equipment                              488,435               699,019
 Leasehold improvements                              0                 6,062
                                         -------------          ------------

                                             6,147,732             9,616,113

 Less - accumulated depreciation             3,446,489             6,047,739
                                         -------------          ------------

                                             2,701,243             3,568,374
                                         -------------          ------------

OTHER ASSETS                                   110,632                91,557
                                         -------------          ------------
                                         $  17,334,212          $ 15,932,286
                                         -------------          ------------
                                         -------------          ------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Current portion of long-term debt       $     533,333          $    533,333
 Accounts payable                            3,964,811             1,631,114
 Income taxes payable                          860,552               446,775
 Accrued salaries, commissions and
  bonuses                                      178,667               140,617
 Other accrued liabilities                     127,652                60,540
                                         -------------          ------------

         Total Current Liabilities           5,665,015             2,812,379

LONG-TERM DEBT - less current portion        2,925,834             5,065,000
                                         -------------          ------------

         Total Liabilities                   8,590,849             7,877,379
                                         -------------          ------------

STOCKHOLDERS' EQUITY:
 Common stock - $1 par value;
  authorized 2,000,000 shares, issued
  and outstanding 996,727 shares at
  September 27, 1997 and 998,052 shares at
  December 28, 1996                            996,727               998,052
 Additional paid-in capital                  2,807,037             2,812,171
 Retained earnings                           4,939,599             4,244,684
                                         -------------          ------------

         Total Stockholders' Equity          8,743,363             8,054,907
                                         -------------          ------------

                                         $  17,334,212          $ 15,932,286
                                         -------------          ------------
                                         -------------          ------------

<FN>
<F1>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

<TABLE>



                DOUGHTIE'S FOODS, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
<F1>

<CAPTION>
                                              QUARTERS ENDED                            NINE MONTHS ENDED
                                    ------------------------------------         -----------------------------------

                                    September 27,           September 28,         September 27,         September 28,
                                        1997                    1996                  1997                  1996
                                    -------------           ------------         -------------          ------------

<S>                                 <C>                     <C>                  <C>                   <C>

NET SALES                           $  24,172,942           $  22,017,932        $  64,548,286          $ 60,455,566

COST OF GOODS SOLD                     20,452,419              18,589,077           54,058,033            50,441,247
                                    -------------           -------------        -------------          ------------

GROSS PROFIT                            3,720,523               3,428,855           10,490,253            10,014,319
                                    -------------           -------------        -------------          ------------

SELLING, GENERAL AND ADMINISTRATIVE
 EXPENSES                               3,131,104               3,202,315            9,009,172             8,881,075

INTEREST EXPENSE                           62,279                 127,490              177,677               361,524
                                    -------------           -------------        -------------          ------------

                                        3,193,383               3,329,805            9,186,849             9,242,599
                                    -------------           -------------        -------------          ------------

INCOME BEFORE INCOME TAXES                527,140                  99,050            1,303,404               771,720

INCOME TAX EXPENSE                        197,678                  37,144              488,777               289,395
                                    -------------           -------------        -------------          ------------

NET INCOME                          $     329,462           $      61,906        $     814,627          $    482,325
                                    -------------           -------------        -------------          ------------
                                    -------------           -------------        -------------          ------------

NUMBER OF SHARES USED IN COMPUTING
 EARNINGS PER SHARE                       996,727               1,000,627              997,610             1,000,956
                                    -------------           -------------        -------------          ------------
                                    -------------           -------------        -------------          ------------

EARNINGS PER SHARE                  $         .33           $         .06        $         .82          $        .48
                                    -------------           -------------        -------------          ------------
                                    -------------           -------------        -------------          ------------

CASH DIVIDENDS PER SHARE            $         .04           $         .04        $         .12          $        .12
                                    -------------           -------------        -------------          ------------
                                    -------------           -------------        -------------          ------------



<FN>
<F1>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

<TABLE>

                 DOUGHTIE'S FOODS, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) <F1>

<CAPTION>
                                                   NINE MONTHS ENDED
                                          -----------------------------------

                                         September 27,           September 28,
                                             1997                    1996
                                         -------------           ------------

<S>                                      <C>                     <C>
Cash flows from operating activities:
 Net income                              $    814,627            $   482,325
 Adjustments to reconcile net income
   to net cash provided by
  (used for) operations:
  Depreciation                                200,889                334,923
  Loss (gain) on sale of property,
   plant and equipment                          5,408                   (700)

(Increase) decrease in assets:
 Accounts receivable trade, net            (1,839,273)            (1,979,568)
 Inventories                                 (505,994)              (269,323)
 Prepaid expenses and other current
  assets                                     (112,750)               (26,452)
 Other assets                                 (19,075)               741,029

Increase (decrease) in liabilities:
 Accounts payable                           2,333,697                282,803
 Income taxes payable                         413,777                363,398
 Accrued salaries, commissions and
  bonuses                                      38,050                 50,686
 Accrued employee group insurance                   0               (173,900)
 Other accrued liabilities                     67,112                145,026
                                         -------------           ------------

                                            1,396,468                (49,753)
                                         -------------           ------------

Cash flows from investing activities:
 Additions to property, plant and
  equipment                                  (263,924)              (232,911)
 Proceeds from sale of property,
  plant and equipment                         924,758                    700
                                         -------------           ------------

                                              660,834               (232,211)
                                         -------------           ------------

Cash flows from financing activities:
 Changes in long-term debt, including
  current portion                          (2,139,166)                50,000
 Acquisition of treasury stock                 (6,459)               (15,901)
 Cash dividends                              (119,712)              (120,151)
                                         -------------           ------------

                                           (2,265,337)               (86,052)
                                         -------------           ------------
Net decrease in cash                         (208,035)              (368,016)
Cash at beginning of period                   372,687                513,319
                                         -------------           ------------

Cash at end of period                    $    164,652            $   145,303
                                         -------------           ------------
                                         -------------           ------------


<FN>
<F1>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>


                 DOUGHTIE'S FOODS, INC. AND SUBSIDIARY

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)




NOTE 1
------

The consolidated  financial statements include the accounts of Doughtie's Foods,
Inc. (the "Company") and its wholly-owned subsidiary.  All material intercompany
accounts and transactions have been eliminated in consolidation.

Although  the  accompanying  financial  statements  are  unaudited,   management
believes that they contain all adjustments  (consisting only of normal recurring
accruals) necessary to present fairly the financial position as of September 27,
1997 and  December  28,  1996,  results of  operations  for the  quarters  ended
September 27, 1997 and  September  28, 1996 and the nine months ended  September
27,  1997 and  September  28,  1996 and cash  flows  for the nine  months  ended
September  27, 1997 and September  28, 1996.  The results of operations  for the
periods cited above are not necessarily indicative of the results to be expected
for the full year.

NOTE 2
------

On  February  28,  1997,  the  Company  sold  the  assets  of its  manufacturing
division's  barbecue  and chili  business  for  approximately  $840,000 in cash.
Barbecue and chili sales accounted for less than 5% of  consolidated  1996 sales
volume. The net pretax gain on the sale was approximately $50,000.

On April 14, 1997, the Company sold the assets of its  manufacturing  division's
deli meats  business for  approximately  $486,000.  The terms of the sale were a
$286,000  cash down  payment  with the  $200,000  balance in the form of secured
notes to be paid prior to April 15,  1998.  Deli meat sales  accounted  for less
than 5% of consolidated  1996 sales volume.  The net pretax gain on the sale was
approximately $140,000.

NOTE 3
------

Inventories are stated at the lower of last-in, first-out (LIFO) cost or market.
Because  inventory  valuations  under  the LIFO  method  are  based on an annual
determination,  estimates  must be made at interim  dates of year-end  costs and
levels of inventories.  The possibility of variations between estimated year-end
costs  and  levels of LIFO  inventories  and the  actual  year-end  amounts  may
materially  affect the results of operations as finally  determined for the full
year.

NOTE 4
------

Cash paid for interest  totaled  $62,279 and  $127,490  for the  quarters  ended
September 27, 1997 and September 28, 1996 and $177,677 and $361,524 for the nine
months ended September 27, 1997 and September 28,1996, respectively.

Income taxes resulted in no cash payments for the quarters  ended  September 27,
1997 and  September  28, 1996 and a cash  payment of $73,000 and a net refund of
$166,900 for the nine months ended  September  27, 1997 and  September 28, 1996,
respectively.



Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations

Results of Operations
---------------------

     Sales for the quarter  ended  September 27, 1997 were $24.2 million or 9.8%
higher than sales for the prior year's third quarter of $22.0 million. Sales for
the nine months ended  September 27, 1997 were $64.5 million or 6.8% higher than
sales of $60.5  million for the prior year's  first nine  months.  Sales under a
contract  with the  United  States  Department  of Defense  increased  from $6.1
million in the first nine  months of 1996 to $10.2  million  for the nine months
ended  September  27,  1997.  Additional  volume  increases  resulted  from  new
multi-unit  accounts  obtained  during the third quarter.  These  increases were
offset  by  a  reduction  in  sales  caused  by  the  sales  of  the   Company's
manufacturing operations.

     The  Company's  gross profit  margin  (gross  profit as a percentage of net
sales)  decreased from 15.57% in the quarter ended September 28, 1996, to 15.39%
for the quarter ended  September 27, 1997.  The gross profit margin for the nine
months  decreased  from 16.56% in 1996 to 16.25% in 1997.  The slight decline is
due to sales made to the Department of Defense at a lower gross profit margin.

     The Company's selling, general and administrative expenses,  expressed as a
percentage of net sales,  decreased from 14.54% for the third quarter of 1996 to
12.95% for the quarter ended  September  27, 1997 and decreased  from 14.69% for
the first nine months of 1996 to 13.95% for the nine months ended  September 27,
1997.  The decrease was a result of the increase in unit volume of sales without
a corresponding increase in selling, general and administrative expense.

     Interest expense for the quarter ended September 27, 1997 decreased to .26%
of sales  compared to .58% of sales for the second quarter of 1996 and decreased
to .28% of sales for the nine months ended  September  27, 1997 compared to .60%
of sales for the first nine months of 1996. Decreased borrowing levels and lower
interest rates were the cause of the decreased  expense.  As the interest on the
Company's debt is both London Interbank Offered Rates (LIBOR) and prime related,
interest  expense  will  increase  or decrease in  subsequent  periods  based on
fluctuations in these rates and the borrowing levels of the Company.

     Income tax expense was  $488,777 for the nine months  ended  September  27,
1997 compared to $289,395 for the corresponding  period of 1996. The increase in
income tax expense  relates to increased  earnings as the effective tax rate was
unchanged.

     The Company reported net income of $814,627 or $.82 per share for the first
nine months of 1997  compared to net income of $482,325 or $.48 per share in the
first nine months of 1996.

Liquidity
---------

     The Company uses a number of liquidity  indicators for internal  evaluation
purposes.  Certain of these  measures  as of  September  27,  1997 and  December
28,1996 are set forth below:

                                    September 27,     December 28,
                                        1997            1996
                                    ------------    ------------

  Total Debt to Total Debt Plus
     Stockholders' Equity                .28             .41

  Current Assets to Current
     Liabilities                        2.56            4.36

  Inventory Turnover (The
     Annualized Cost of Goods
     Sold to Ending Inventory)         14.40           15.00


     The decrease in total debt to total debt plus stockholders'  equity relates
to the sales of the manufacturing operations, the proceeds of which were used to
reduce long-term debt. The decrease in current assets to current liabilities was
a result of an  increase  in  accounts  payable  due to  changes  in terms  with
vendors.  The  decrease  in  inventory  turnover  was caused by an  increase  in
inventory purchased as a result of increased business.

     On February  28,  1997,  the Company  sold the assets of its  manufacturing
division's  barbecue  and chili  business  for  approximately  $840,000 in cash.
Barbecue and chili sales accounted for less than 5% of  consolidated  1996 sales
volume. The net pretax gain on the sale was approximately $50,000.

     On April  14,  1997,  the  Company  sold the  assets  of its  manufacturing
division's deli meats business for approximately $486,000. The terms of the sale
were a  $286,000  cash down  payment  with the  $200,000  balance in the form of
secured notes to be paid prior to April 15, 1998.  Deli meat sales accounted for
less than 5% of consolidated 1996 sales volume.  The net pretax gain on the sale
was approximately $140,000.

Capital Resources
-----------------

     The  Company's  debt  financing  at September  27,  1997,  consisted of the
following:

     A  $7,500,000  revolving  bank note at LIBOR plus 1.50%.  The LIBOR rate at
September  27,  1997 was  5.66%.  The note is due three  years  after the annual
renewal date,  currently July, 2000, subject to annual renewal.  As of September
27, 1997, the Company had borrowed  $1,575,834  against this credit line and had
$5,924,166 of additional borrowing capacity.


     A  $2,000,000  Industrial  Revenue  Bond  from a bank  for the  purpose  of
expanding the Company's plant and office  facilities in Portsmouth,  Virginia at
an annual interest rate of 91.50% of prime. The prime rate at September 27, 1997
was  8.5%.  As of  September  27,  1997,  the  Company  had fully  utilized  the
Industrial Revenue Bond and the outstanding balance was $633,333.

     A $1,750,000  bank term loan at LIBOR plus 1.50%.  The loan is to be repaid
in quarterly installments of $100,000. As of September 27, 1997, the outstanding
balance was $1,250,000.  The funds were used to finance the increased  inventory
and accounts  receivable  required to service a one-year contract awarded to the
Company in January 1996 by the United  States  Department  of Defense to furnish
food items to various military installations. The contract contains three yearly
renewal  options and was  renewed  for 1997.  The United  States  Department  of
Defense had estimated annual sales volume to be approximately $19 million. Based
on actual sales volume to date, estimated annual sales volume should approximate
$13 million.

     While the Company does not  anticipate  a material  increase in its capital
requirements in the near future, such an increase, if it occurs, is likely to be
met through additional long-term debt financing.




                     PART II.  OTHER INFORMATION

Item 1.      Legal Proceedings

     There are no  material  pending  legal  proceedings,  other  than  ordinary
routine  litigation  incidental  to the  business,  to which the  Company or its
subsidiary is a party or to which any of their property is the subject.


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)   List of Exhibits

        4(a)(2).  First Amendment to Amended and Restated Credit Agreement.
        4(a)(3).  Second Amendment to Amended and Restated Credit Agreement.
             27.  Financial Data Schedule.

     (b)   Reports on Form 8-K

     The Company filed no reports on Form 8-K during the quarter ended September
     27, 1997.

     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.

                               DOUGHTIE'S FOODS, INC.



                                  /s/ Marion S. Whitfield, Jr.
                               -----------------------------------------
November 10, 1997                 By:   Marion S. Whitfield, Jr.

                                     Senior Vice President
                                     (Principal Financial and
                                     Accounting Officer)