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      March 27, 1999
                               -------------------------------------

                                       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 - 1,495,023 shares as of March 27, 1999.

<PAGE>
                 PART I.  FINANCIAL INFORMATION

Item 1.      Financial Statements

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

<CAPTION>
                                            March 27,           December 26,
                                               1999                 1998
                                         -------------          ------------

<S>                                      <C>                    <C>

             ASSETS

CURRENT ASSETS:
 Cash                                    $      16,475          $     16,706
 Accounts receivable - trade, net            6,965,997             7,651,940
 Inventories                                 3,736,058             4,625,780
 Deferred income taxes                         175,179               175,179
 Prepaid expenses and other
  current assets                               302,514               109,042
                                         -------------          ------------

          Total Current Assets              11,196,223            12,578,647
                                         -------------          ------------

PROPERTY, PLANT AND EQUIPMENT -
 AT COST:
 Land                                          280,827               280,827
 Buildings                                   3,608,055             3,608,055
 Delivery equipment                            236,301               251,980
 Plant and refrigeration equipment           1,731,462             1,648,195
 Office equipment                              508,180               505,698
                                         -------------          ------------

                                             6,364,825             6,294,755

 Less - accumulated depreciation             3,813,980             3,762,874
                                         -------------          ------------

                                             2,550,845             2,531,881
                                         -------------          ------------

OTHER ASSETS                                   110,307               112,289
                                         -------------          ------------

                                         $  13,857,375          $ 15,222,817
                                         =============          ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Current portion of long-term debt       $     533,333          $    533,333
 Accounts payable                            2,308,635             3,375,081
 Income taxes payable                          471,427               468,061
 Accrued salaries, commissions and
  bonuses                                       43,963               259,873
 Other accrued liabilities                      59,001                49,518
                                         -------------          ------------

         Total Current Liabilities           3,416,359             4,685,866

LONG-TERM DEBT - less current portion          550,000               683,334
                                         -------------          ------------

         Total Liabilities                   3,966,359             5,369,200
                                         -------------          ------------

STOCKHOLDERS' EQUITY:
 Common stock - $1 par value;
  authorized 4,000,000 shares,
  issued and outstanding 1,495,023
  shares                                     1,495,023             1,495,023
 Additional paid-in capital                  2,807,037             2,807,037
 Retained earnings                           5,588,956             5,551,557
                                         -------------          ------------

         Total Stockholders' Equity          9,891,016             9,853,617
                                         -------------          ------------

                                         $  13,857,375          $ 15,222,817
                                         =============          ============

<FN>
<F1>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
                  DOUGHTIE'S FOODS, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF INCOME (Unaudited) <F1>

<CAPTION>
                                            THREE MONTHS ENDED
                                    -------------------------------------

                                      March 27,               March 28,
                                        1999                    1998
                                    -------------           -------------
<S>                                 <C>                     <C>

NET SALES                           $  19,062,795           $  19,308,576

COST OF GOODS SOLD                     15,835,651              16,057,978
                                    -------------           -------------

GROSS PROFIT                            3,227,144               3,250,598
                                    -------------           -------------

SELLING, GENERAL AND ADMINISTRATIVE
 EXPENSES                               3,032,652               2,914,860

INTEREST EXPENSE                           15,059                  46,600
                                    -------------           -------------

                                        3,047,711               2,961,460
                                    -------------           -------------

INCOME BEFORE INCOME TAXES                179,433                 289,138

INCOME TAX EXPENSE                         97,183                 108,427
                                    -------------           -------------

NET INCOME                          $      82,250           $     180,711
                                    =============           =============

EARNINGS PER SHARE:
 BASIC                             $          .06           $         .12
                                    =============           =============

 DILUTED                            $         .05           $         .12
                                    =============           =============

CASH DIVIDENDS PER SHARE            $         .03           $         .03
                                    =============           =============

WEIGHTED AVERAGE SHARES
  OUTSTANDING - BASIC                   1,495,023               1,495,023

DILUTIVE EFFECT OF
  STOCK OPTIONS                            12,089                      30
                                    -------------           -------------

WEIGHTED AVERAGE SHARES
  OUTSTANDING - DILUTED                 1,507,112               1,495,053
                                    =============           =============
<FN>
<F1>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>

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

<CAPTION>

                                                   THREE MONTHS ENDED
                                          -----------------------------------

                                             March 27,               March 28,
                                               1999                    1998
                                          ------------           ------------

<S>                                      <C>                     <C>
Cash flows from operating activities:
 Net income                              $      82,250           $    180,711
 Adjustments to reconcile net income
  to net cash provided by
  operations:
  Depreciation                                  66,785                 70,662
  (Gain) on sale of property, plant
   and equipment                                  (500)                     0

(Increase) decrease in assets:
 Accounts receivable - trade, net              685,943                981,455
 Inventories                                   889,722                390,700
 Prepaid expenses and other current
  assets                                      (193,472)              (121,352)
 Other assets                                    1,982                  1,982

Increase (decrease) in liabilities:
 Accounts payable                           (1,066,446)              (124,398)
 Income taxes payable                            3,366               (295,573)
 Accrued salaries, commissions and
  bonuses                                     (215,910)              (146,000)
 Other accrued liabilities                       9,483                (22,108)
                                          ------------           ------------

                                               263,203                916,079
                                          ------------           ------------

Cash flows from investing activities:
 Additions to property, plant and
  equipment                                    (85,749)              (165,363)
 Proceeds from sale of property,
  plant and equipment                              500                      0
                                          ------------           ------------

                                               (85,249)              (165,363)
                                          ------------           ------------

Cash flows from financing activities:
 Changes in long-term debt, including
  current portion                             (133,334)              (703,917)
 Cash dividends                                (44,851)               (44,850)
                                          ------------           ------------

                                              (178,185)              (748,767)
                                          ------------           ------------

Net increase (decrease) in cash                   (231)                 1,949
Cash at beginning of period                     16,706                 26,929
                                          ------------           ------------

Cash at end of period                     $     16,475           $     28,878
                                          =============          =============
<FN>
<F1>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
                 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 March 27,
1999 and the results of  operations  and cash flows for the three  months  ended
March 27, 1999 and March 28,  1998.  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
------

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 3
------

Cash paid for  interest  totaled  $15,000 and $46,600 for the three months ended
March 27, 1999 and March 28, 1998, respectively.

Cash paid for income  taxes  totaled  $100 for the three  months ended March 27,
1999 and $404,000 for the three months ended March 28, 1998.

Note 4
-------

On May 5, 1999,  the Company and SYSCO  Corporation  (SYSCO) signed an Agreement
and Plan of Merger  (Merger  Agreement)  pursuant  to a Letter  of Intent  dated
February 17, 1999, whereby a subsidiary of SYSCO and the Company will merge (the
Merger).  Under the Merger  Agreement,  the  stockholders  of the  Company  will
receive  $17.00 per share in cash and/or shares of SYSCO common stock subject to
$3.00  per  share  in  cash  and/or   shares  being  held  back  in  escrow  for
indemnification  and other purposes.  In addition,  all options outstanding will
become  fully  vested and  exercisable  and shall be deemed  exercised  (for the
applicable exercise price) as of the closing of the Merger.  Consummation of the
Merger  is  subject  to,  among  other   things,   approval  by  the   Company's
stockholders.


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


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

     Sales for the quarter ended March 27, 1999 were $19.1 million or 1.3% lower
than sales for the prior year's first quarter of $19.3 million. Reduced sales to
the U. S. Military under the Department of Defense Contract was the cause of the
decrease.

     The  Company's  gross profit  margin  (gross  profit as a percentage of net
sales)  increased  from 16.83% in the quarter ended March 28, 1998 to 16.93% for
the quarter  ended March 27, 1999.  This  increase was due to the reduced  lower
profit margin sales under the Department of Defense contract.

     The Company's selling, general and administrative expenses,  expressed as a
percentage of net sales,  increased  from 15.10% in the first quarter of 1998 to
15.91% in 1999.  The increase  was  primarily  due to expenses of  approximately
$80,000 associated with the proposed merger with SYSCO.

     Interest expense for the quarter ended March 27, 1999 decreased to 0.08% of
sales  compared  to 0.24% of sales  for the  first  quarter  of 1998.  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 $97,000 for the quarter ended March 27,1999 compared
to  $108,000  for the  corresponding  period  of 1998.  The  effective  tax rate
increased in 1999 due to the nondeductible merger expenses incurred in the first
quarter of 1999.

     The Company  reported  net income of $82,000 or $.06 and $.05 per basic and
diluted  share,  respectively,  for the first  quarter of 1999  compared  to net
income of $181,000 or $.12 per basic and diluted  share in the first  quarter of
1998.

Liquidity
---------

     The Company uses a number of liquidity  indicators for internal  evaluation
purposes.  Certain of these  measures as of March 27, 1999 and December 26, 1998
are set forth below:

                                     March 27,           December 26,
                                       1999                1998
                                   ------------        ------------

  Total Debt to Total Debt Plus
     Stockholders' Equity                .10                 .11

  Current Assets to Current
     Liabilities                        3.28                2.68

  Inventory Turnover (The
     Annualized Cost of Goods
     Sold to Ending Inventory)         16.95               15.79


     The total  debt to total  debt plus  stockholders'  equity  ratio  remained
substantially unchanged from .11 on December 26, 1998 to .10 on March 27, 1999.

     The current assets to current liabilities ratio increased to 3.28 from 2.68
on December 26,1998 due to the decrease in accounts  receivable and inventory of
$686,000 and  $890,000,  respectively,  and the decrease in accounts  payable of
$1,066,000.

     Management has continued to focus on collections of accounts receivable and
improving the inventory turnover rate (15.79 in 1998 to 16.95 in 1999).

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

     The Company's debt financing at March 27, 1999, consisted of the following:

     A  $7,500,000  revolving  bank note at LIBOR plus 1.50%.  The LIBOR rate at
March 27, 1999 was 4.95%.  The note is due three years after the annual  renewal
date, currently July, 2001, subject to annual renewal. As of March 27, 1999, and
May 10, 1999,  respectively,  the Company had no  borrowing  against this credit
line.

     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 March 27, 1999 was
7.75%.  As of March 27,  1999,  the Company had fully  utilized  the  Industrial
Revenue Bond and the outstanding balance was $433,000.

     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 March 27, 1999, the  outstanding
balance was $650,000. 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 1999.  The  current  contract  expires in
February  2000.  The United States  Department  of Defense had estimated  annual
sales volume to be  approximately  $19  million.  Actual sales volume for fiscal
1998 was $11.5 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.

Year 2000 Compliance
--------------------

     Many  computer  systems,  programs,  components,  and other  hardware  with
embedded  microcontrollers  currently record years in a two-digit  format.  Such
systems, if not modified, will be unable to recognize properly dates beyond 1999
- -- the  so-called  "Year 2000  Problem."  The Company  relies on its  computer
systems, applications and devices in operating and monitoring various aspects of
its business.  The Company also relies,  directly and indirectly,  on systems of
customers,  suppliers,  and financial institutions.  Management has divided this
issue into three sections:  its own computer systems,  its own embedded systems,
and the computer systems of third party suppliers and customers.

     With respect to the Company's  computer  systems,  Management  believes all
critical  hardware  and third party  software to be "Year 2000  Compliant."  The
Company's  custom  software has been  modified.  Testing of the computer  system
began in 1998 and was completed in March 1999.  Management believes its computer
systems  are "Year 2000  Compliant".  The  Company  estimates  the total cost of
modifying its computers and software to be about $50,000. About $40,000 has
been expended to date,  approximately  $10,000 of which was in the first quarter
of 1999. The remaining $10,000 of the Company's  estimate is for  contingencies.
The Company has funded and expects to continue to fund any  additional  costs of
Year 2000 compliance through operating cash flows.

     The Company uses several  time-sensitive  non-computer systems. The Company
has completed an inventory of these systems and related  components.  Based upon
information  received from suppliers,  Management  believes that all significant
non-computer  equipment is compliant.  The Company is accepting no new equipment
of any type that does not meet standards of compliance for the Year 2000.

     The Company  relies on the computer  systems of third party  suppliers  and
customers.  While the Company  queried major  suppliers and customers  regarding
their readiness for the Year 2000,  Management  cannot guarantee the accuracy of
the representations.  The Company contacted all of its significant suppliers and
customers in March 1999,  and will summarize and review the responses and follow
up with  suppliers'  and  customers'  assessments.  The  Company  purchases  its
inventory  from  numerous  vendors  and  believes  that the failure of a limited
number of suppliers to be Year 2000 Compliant  would not  materially  affect the
Company's operations given the number of alternative suppliers.  The Company has
also considered the possibility of one or more major customers being temporarily
unable to meet its  financial  obligations  because of the Year 2000 Problem and
believes  that  the  Company's  existing  lines  of  credit  are  sufficient  to
compensate for such potential temporary shortfall in cash flow.

     There are numerous  uncertainties  relating to addressing Year 2000 issues,
including the actual cost and effort of implementing  corrective  measures,  the
degree to which outside  parties  appropriately  address their Year 2000 issues,
and other factors,  some of which are beyond the Company's  control,  and all of
which may cause results to be different from those currently  anticipated by the
Company.  Doughtie's has developed  contingency plans to cover minor failure due
to supplier or customer problems.  Management believes that the internal systems
will work properly due to the extensive  analysis and testing that was completed
in March 1999.

Recent Developments
--------------------

         In January  1999,  the  Company  announced  that in response to certain
recent inquiries by outside third parties, the Board of Directors of the Company
had engaged the  investment  banking firm of Mann,  Armistead & Epperson,  Ltd.,
Richmond, Virginia, for the purpose of attempting to maximize shareholder value,
and had  directed  Mann,  Armistead  & Epperson,  Ltd. to examine the  Company's
options, including the possible sale of the Company.

         On May 5, 1999,  the Company and SYSCO  Corporation  (SYSCO)  signed an
Agreement and Plan of Merger (Merger  Agreement)  pursuant to a Letter of Intent
dated  February  17, 1999,  whereby a  subsidiary  of SYSCO and the Company will
merge (the Merger). Under the Merger Agreement,  the stockholders of the Company
will receive $17 per share in cash and/or  shares of SYSCO common stock  subject
to $3.00  per  share  in cash  and/or  shares  being  held  back in  escrow  for
indemnification  and other purposes.  In addition,  all options outstanding will
become  fully  vested and  exercisable  and shall be deemed  exercised  (for the
applicable exercise price) as of the closing of the Merger.  Consummation of the
Merger  is  subject  to,  among  other   things,   approval  by  the   Company's
stockholders.

                           ---------------------------
                           Forward-Looking Information
                           ---------------------------

         The Private  Securities  Litigation Reform Act of 1995 provides a "safe
harbor" for forward-  looking  statements.  This Form 10-Q, the Company's Annual
Report  to  Shareholders,  any Form 10-K or any Form 8-K of the  Company  or any
other written or oral statements made by or on behalf of the Company may include
forward-looking  statements  which  reflect  the  Company's  current  views with
respect to future events and financial performance.  Forward-looking  statements
are inherently  subject to the  uncertainties  of future events,  so that actual
results could differ  materially from  expectations  which are stated or implied
in, or could be inferred from such forward-looking  statements.  Among the kinds
of  uncertainties  that can affect and should be considered  in  evaluating  the
Company's  forward-looking  statements  are  uncertainties  related to  economic
conditions,  government and regulatory policies, customer plans and commitments,
changes in the capital  markets  affecting the Company's  capital  structure and
cost  of  capital,  and  the  Company's  competitive  environment.  Readers  are
therefore   cautioned  not  to  place  undue  reliance  on  any  forward-looking
statement, which speaks only as of the date such statement is made.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

         The Company's  bank revolving  credit line and  Industrial  Development
Bonds bear  interest  at variable  rates  which  expose the Company to risk from
interest rate  fluctuations.  If interest  rates were to increase or decrease by
10%, the effect on net income and cash flows would not be material.


                           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

     On May 5,  1999,  the  Company  and  SYSCO  Corporation  (SYSCO)  signed an
Agreement and Plan of Merger (Merger  Agreement)  pursuant to a Letter of Intent
dated  February  17, 1999,  whereby a  subsidiary  of SYSCO and the Company will
merge (the Merger). Under the Merger Agreement,  the stockholders of the Company
will receive $17 per share in cash and/or  shares of SYSCO common stock  subject
to $3.00  per  share  in cash  and/or  shares  being  held  back in  escrow  for
indemnification  and other purposes.  In addition,  all options outstanding will
become  fully  vested and  exercisable  and shall be deemed  exercised  (for the
applicable exercise price) as of the closing of the Merger.  Consummation of the
Merger  is  subject  to,  among  other   things,   approval  by  the   Company's
stockholders.

     The Company's Annual Meeting of Stockholders,  normally held in May of each
year,  will not be held if the Merger is approved by the Company's  stockholders
at a special  meeting  expected  to be held in July or  August  of 1999.  If the
Merger is not approved by the Company's stockholders, the Annual Meeting will be
scheduled and held thereafter.

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits


3(a).     Articles of Incorporation of the Company (incorporated by reference to
          Exhibit 3(a) to the  Company's  Quarterly  Report on Form 10-Q for the
          quarter ended June 27, 1998).

3(b).     Bylaws of the Company  (incorporated  by  reference to Exhibit 3(b) to
          the Company's  Annual Report on Form 10-K for the year ended  December
          30, 1995).

10(g).    Agreement  and Plan of Merger  dated as of May 5,  1999,  between  the
          Company and SYSCO  Corporation,  whereby a subsidiary of SYSCO and the
          Company will merge.

27.       Financial Data Schedule.

99.       Press  Release  issued  jointly by the Company  and SYSCO  Corporation
          dated May 6, 1999.

     (b) Reports on Form 8-K

     The Company filed no reports on Form 8-K during the quarter ended March 27,
1999.

         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.
                               -----------------------------------------
May 11, 1999                      By:   Marion S. Whitfield, Jr.
                                       (Signature)
                                        Senior Vice President
                                       (Principal Financial and
                                        Accounting Officer)