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      June 26, 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 June 26, 1999.

<PAGE>
                 PART I.  FINANCIAL INFORMATION

Item 1.      Financial Statements

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

<CAPTION>
                                             June 26,           December 26,
                                               1999                 1998
                                         -------------          ------------

<S>                                      <C>                    <C>

             ASSETS

CURRENT ASSETS:
 Cash                                    $      16,293          $     16,706
 Accounts receivable - trade, net            7,562,538             7,651,940
 Inventories                                 4,397,937             4,625,780
 Deferred income taxes                         175,179               175,179
 Prepaid expenses and other
  current assets                               291,232               109,042
                                         -------------          ------------

          Total Current Assets              12,443,179            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             3,881,921             3,762,874
                                         -------------          ------------

                                             2,482,904             2,531,881
                                         -------------          ------------

OTHER ASSETS                                   108,326               112,289
                                         -------------          ------------

                                         $  15,034,409          $ 15,222,817
                                         =============          ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Current portion of long-term debt       $     533,333          $    533,333
 Accounts payable                            3,434,729             3,375,081
 Income taxes payable                          488,880               468,061
 Accrued salaries, commissions and
  bonuses                                       43,963               259,873
 Other accrued liabilities                      28,869                49,518
                                         -------------          ------------

         Total Current Liabilities           4,529,774             4,685,866

LONG-TERM DEBT - less current portion          416,667               683,334
                                         -------------          ------------

         Total Liabilities                   4,946,441             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                           5,785,908             5,551,557
                                         -------------          ------------

         Total Stockholders' Equity         10,087,968             9,853,617
                                         -------------          ------------

                                         $  15,034,409          $ 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                         SIX MONTHS ENDED
                                    ------------------------------------         -----------------------------------

                                       June 26,               June 27,              June 26,              June 27,
                                         1999                   1998                  1999                  1998
                                    -------------           ------------         -------------          ------------

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

NET SALES                           $  22,082,987           $  22,987,483        $  41,145,782         $ 42,296,059

COST OF GOODS SOLD                     18,547,017              19,349,136           34,382,668           35,407,114
                                    -------------           -------------        -------------         ------------

GROSS PROFIT                            3,535,970               3,638,347            6,763,114            6,888,945
                                    -------------           -------------        -------------         ------------

SELLING, GENERAL AND ADMINISTRATIVE
 EXPENSES                               3,118,389               3,180,396            6,151,041            6,095,256

INTEREST EXPENSE                            3,176                  53,655               18,235              100,255
                                    -------------           -------------        -------------         ------------

                                        3,121,565               3,234,051            6,169,276            6,195,511
                                    -------------           -------------        -------------         ------------

INCOME BEFORE INCOME TAXES                414,405                 404,296              593,838              693,434

INCOME TAX EXPENSE                        217,453                 151,611              314,636              260,038
                                    -------------           -------------        -------------         ------------

NET INCOME                          $     196,952           $     252,685        $     279,202         $    433,396
                                    =============           =============        =============         ============

EARNINGS PER SHARE:

 BASIC                              $         .13           $         .17        $         .19         $        .29
                                    =============           =============        =============         ============

 DILUTED                            $         .13           $         .17        $         .19         $        .29
                                    =============           =============        =============         ============

CASH DIVIDENDS PER SHARE            $         .00           $         .03        $         .03         $        .06
                                    =============           =============        =============         ============

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

DILUTIVE EFFECT OF
 STOCK OPTIONS                             13,300                   3,372               12,695                1,134
                                    -------------           -------------        -------------         ------------
WEIGHTED AVERAGE SHARES
 OUTSTANDING - DILUTED                  1,508,323               1,498,395            1,507,718            1,496,157
                                    =============           =============        =============         ============

<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>
                                                    SIX MONTHS ENDED
                                          -----------------------------------

                                            June 26,                June 27,
                                              1999                    1998
                                          -----------            -----------

<S>                                      <C>                     <C>
Cash flows from operating activities:
 Net income                              $    279,202            $   433,396
 Adjustments to reconcile net income
  to net cash provided by
  (used for) operations:
  Depreciation                                134,726                150,859
  (Gain) loss on sale of property, plant
   and equipment                                 (500)                 3,035

(Increase) decrease in assets:
 Accounts receivable - trade, net              89,402               (141,581)
 Inventories                                  227,843                (87,657)
 Prepaid expenses and other current
  assets                                     (182,190)              (150,334)
 Other assets                                   3,963                  3,964

Increase (decrease) in liabilities:
 Accounts payable                              59,648                 46,157
 Income taxes payable                          20,819               (538,962)
 Accrued salaries, commissions and
  bonuses                                    (215,910)              (146,000)
 Other accrued liabilities                    (20,649)                  (382)
                                          -----------            -----------

                                              396,354               (427,505)
                                          -----------            -----------

Cash flows from investing activities:
 Additions to property, plant and
  equipment                                   (85,749)              (189,111)
 Proceeds from sale of property,
  plant and equipment                             500                 10,000
                                          -----------            -----------

                                              (85,249)              (179,111)
                                          -----------            -----------

Cash flows from financing activities:
 Changes in long-term debt, including
  current portion                            (266,667)               698,040
 Cash dividends                               (44,851)               (89,701)
                                          -----------            -----------

                                             (311,518)               608,339
                                          -----------            -----------

Net increase (decrease) in cash                  (413)                 1,723
Cash at beginning of period                    16,706                 26,929
                                          -----------            -----------

Cash at end of period                     $    16,293            $    28,652
                                          ===========            ===========
<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. and its wholly owned subsidiary (the "Company").  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 June 26, 1999
, and the  results  of  operations  and cash  flows for the three and six months
ended June 26, 1999 and June 27, 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  $3,176 and $53,655 for the three  months ended
June 26,  1999 and June 27, 1998 and  $18,235  and  $100,255  for the six months
ended June 26, 1999 and June 27, 1998, respectively.

Cash paid for income  taxes  totaled  $200,000 and $395,000 for the three months
ended June 26,  1999 and June 27, 1998 and  $200,100  and  $799,000  for the six
months ended June 26, 1999 and June 27, 1998 respectively.


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
a minimum of approximately $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 at a special meeting to be held on August 23, 1999.

On July 23, 1999, the Securities and Exchange  Commission declared effective the
Registration  Statement on Form S-4 filed by SYSCO in connection  with the stock
to  be  distributed  to  the  Company's  stockholders  pursuant  to  the  Merger
Agreement.   On  July  23,  1999,  the  Company  and  SYSCO  filed  their  proxy
statement/prospectus  with the Securities  and Exchange  Commission in regard to
the Merger  Agreement  pursuant to which the Company is soliciting  proxies from
its  stockholders to vote in favor of the Merger  Agreement at a special meeting
of the Company's stockholders to be held on August 23, 1999.


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


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

     Sales for the quarter  ended June 26, 1999 were $22.1 million or 3.9% lower
than sales for the prior year's second quarter of $23.0  million.  Sales for the
six months  ended June 26,  1999 were $41.1  million or 2.7% lower than sales of
$42.3 million for the prior year's first six months.  Reduced sales to the U. S.
Military under the  Department of Defense  Contract was the primary cause of the
decrease.

     The  Company's  gross profit  margin  (gross  profit as a percentage of net
sales)  increased  from 15.83% in the quarter ended June 27, 1998, to 16.01% for
the quarter  ended June 26,  1999.  The gross  profit  margin for the six months
increased  from 16.29% in 1998 to 16.44% in 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 13.84% for the second quarter of 1998 to
14.12% for the  quarter  ended June 26, 1999 and  increased  from 14.41% for the
first six months of 1998 to 14.95% for the six months ended June 26,  1999.  The
increase was primarily due to expenses  associated with the proposed merger with
SYSCO of  approximately  $199,000  and  $245,000,  for the three  months and six
months ended June 26, 1999, respectively.

     Interest  expense for the quarter ended June 26, 1999  decreased to .01% of
sales  compared to .23% of sales for the second quarter of 1998 and decreased to
 .04% of sales for the six months  ended June 26, 1999  compared to .24% of sales
for the first six months of 1998.  Decreased  borrowing levels were the cause of
the decreased expense for the six month period. 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  $315,000  for the six months  ended June 26, 1999
compared to  $260,000  for the  corresponding  period of 1998.  The  increase in
income tax  expense  and the  effective  tax rate  relates to the  nondeductible
expenses associated with the proposed merger with SYSCO.

The Company  reported net income of $279,000 or $.19 per basic and diluted share
for the first six months of 1999  compared to net income of $433,000 or $.29 per
basic and diluted share in the first six months of 1998.

Liquidity
---------

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

                                     June 26,          December 26,
                                       1999                1998
                                   ------------        ------------

  Total Debt to Total Debt Plus
     Stockholders' Equity                .09                 .11

  Current Assets to Current
     Liabilities                        2.75                2.68

  Inventory Turnover (The
     Annualized Cost of Goods
     Sold to Ending Inventory)         15.64               15.79


     The total debt to total debt plus stockholders'  equity ratio improved from
 .11 on  December  26, 1998 to .09 on June 26,  1999 due to  decreased  borrowing
levels.

     The current assets to current  liabilities  and inventory  turnover  ratios
remained relatively unchanged from December 26,1998 to June 26, 1999.


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

     The Company's debt financing at June 26, 1999, consisted of the following:

     A  $7,500,000  revolving  bank note at LIBOR plus 1.50%.  The LIBOR rate at
June 26, 1999 was 4.94%.  The note is due three  years after the annual  renewal
date,  currently July, 2001, subject to annual renewal. As of June 26, 1999, and
August 6, 1999, 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 June 26, 1999 was
7.75%.  As of June 26,  1999,  the Company  had fully  utilized  the  Industrial
Revenue Bond and the outstanding balance was $400,000.

     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 June 26, 1999,  the  outstanding
balance was $550,000. 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 a minimum of  approximately  $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 at a special meeting to be held on August 23, 1999.

         On July 23,  1999,  the  Securities  and Exchange  Commission  declared
effective  the  Registration  Statement on Form S-4 filed by SYSCO in connection
with the stock to be distributed to the Company's  stockholders  pursuant to the
Merger  Agreement.  On July 23,  1999,  the  Company and SYSCO filed their proxy
statement/prospectus  with the Securities  and Exchange  Commission in regard to
the Merger  Agreement  pursuant to which the Company is soliciting  proxies from
its  stockholders to vote in favor of the Merger  Agreement at a special meeting
of the Company's stockholders to be held on August 23, 1999.

                           ---------------------------
                           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 a minimum of  approximately  $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 at a special meeting to be held on August 23, 1999.

         On July 23,  1999,  the  Securities  and Exchange  Commission  declared
effective  the  Registration  Statement on Form S-4 filed by SYSCO in connection
with the stock to be distributed to the Company's  stockholders  pursuant to the
Merger  Agreement.  On July 23,  1999,  the  Company and SYSCO filed their proxy
statement/prospectus  with the Securities  and Exchange  Commission in regard to
the Merger  Agreement  pursuant to which the Company is soliciting  proxies from
its  stockholders to vote in favor of the Merger  Agreement at a special meeting
of the Company's stockholders to be held on August 23, 1999.

     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  to be held on  August  23,  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, as amended.

27.         Financial Data Schedule.

     (b) Reports on Form 8-K

     The Company  filed no reports on Form 8-K during the quarter ended June 26,
 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.
                               -----------------------------------------
August 9, 1999                      By:   Marion S. Whitfield, Jr.
                                       (Signature)
                                        Senior Vice President
                                       (Principal Financial and
                                        Accounting Officer)