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                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D. C.
                                      20549


                                    FORM 10-Q

                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       For the quarter ended November 30, 1996 Commission File No. 0-15696

                               PIEMONTE FOODS INC.
             (Exact name of registrant as specified in its charter)

                      South Carolina                   57-0626121
           (State of other jurisdiction of           I.R.S. Employer
            incorporation of organization)           Identification

              400 Augusta Street, Greenville, South Carolina 29604
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (864) 242-0424


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 of common stock outstanding as of December 31, 1996 was
1,476,683.




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                              PIEMONTE FOODS, INC.

                               INDEX TO FORM 10-Q


Part I.           Financial Information

                  Item 1.  Financial Statements, unaudited

                           Consolidated Balance Sheets - November 30, 1996, and
                           June 1, 1996.

                           Consolidated Statements of Operations for the three
                           and six months ended November 30, 1996, and December
                           2, 1995.

                           Consolidated Statements of Cash Flows for the three
                           and six months ended November 30, 1996, and December
                           2, 1995.

                           Notes to Consolidated Financial Statements.

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

Part II           Other Information

                  Item 4   Submission of Matters to a Vote of Security Holders

                  Item 6.  Exhibits and Reports on Form 8-K

                  Exhibit 27.  Financial data schedule




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                              PIEMONTE FOODS, INC.
                          CONSOLIDATED BALANCE SHEETS


                                                                          
                                                                          
ASSETS                                      November 30, 1996 June 1, 1996  
CURRENT ASSETS
 Cash & cash equivalents                            604,385    1,658,514  
 Accounts receivable, net                         2,086,985    2,265,873  
 Inventories                                      1,581,219    1,210,154  
 Prepaid expenses                                   706,408      518,796  
  TOTAL CURRENT ASSETS                            4,978,997    5,653,337  

PROPERTY, PLANT & EQUIPMENT, NET                  4,964,903    5,044,217  

DEFERRED CHARGES, INTANGIBLE AND OTHER ASSETS
 Excess of cost over fair value of net assets
     acquired                                       753,882      770,358  
 Investment in joint venture                        754,825      794,913  
 Other assets                                        81,386       98,195  
  Total                                           1,590,093    1,663,466  

  TOTAL ASSETS                                   11,533,993   12,361,020  

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Current portion of long-term debt                  502,857      502,857  
 Accounts payable, trade                          1,579,725    1,091,045  
 Accrued promotional allowances                      65,102       76,163  
 Accrued compensation and payroll taxes              98,227      143,084  
 Accrued property taxes                              61,293       70,075  
 Other accrued expenses                             270,335      273,199  
  TOTAL CURRENT LIABILITIES                       2,577,539    2,156,423  

LONG-TERM DEBT                                    3,078,095    3,329,524  

DEFERRED INCOME TAXES                               437,095      437,095  

STOCKHOLDERS' EQUITY
 Common stock                                        14,773       14,770  
 Capital in excess of stated value of
      common stock                                2,802,934    2,800,305  
 Retained earnings                                2,623,557    3,622,903  
  TOTAL STOCKHOLDERS' EQUITY                      5,441,264    6,437,978  

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       11,533,993   12,361,020  


See accompanying notes to Financial Statements

  



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                             PIEMONTE FOODS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended November 30, 1996 and December 2, 1995

                                          Three Months         Six Months       
                                       FY97      FY96       FY97       FY96     
Net sales                           6,034,329 7,984,259  12,015,731 14,626,213  
Operating expenses
  Cost of goods sold                5,074,139 6,152,109  10,218,156 11,628,158  
  Selling, general and
      administrative                1,514,501 1,692,774   2,880,362  3,197,025  
                                    6,588,640 7,844,883  13,098,518 14,825,183  

Operating income (loss)              (554,311)  139,376  (1,082,787)  (198,970) 

Other Expenses
  Interest expense                     75,830    45,357     142,979     84,567  
  Loss on disposal of assets                0     1,024           0      4,781  
  Equity in loss on European
     joint venture                    119,014         0     268,914          0  
  Interest income                     (15,100)   (8,315)    (35,076)   (19,440) 
  Other income                         (7,766)  (13,758)    (13,258)   (15,308) 
                                      171,978    24,308     363,559     54,600  
Income (loss) before income taxes    (726,289)  115,068  (1,446,346)  (253,570) 

Income tax benefit (expense)          231,000   (43,726)    447,000     96,356  


Net income (loss)                    (495,289)   71,342    (999,346)  (157,214) 


Average number of shares
   outstanding                       1,497,936 1,529,803   1,497,936  1,529,803


Net Income (loss) per share             (0.33)     0.05       (0.67)     (0.10)


See accompanying notes to Financial Statements.


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                            PIEMONTE FOODS, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Three and Six Months Ended November 30, 1996 and December 2, 1995


                                         Three Months          Six Months
                                         FY97     FY96       FY97       FY96
Cash Flows From Operating Activities
 Net loss                              (495,289)  71,342    (999,346) (157,214)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
   Depreciation and amortization        151,468  186,138     355,403   379,706
   Decrease (increase) in:
    Receivables                        (185,166)(362,033)    178,888  (522,924)
    Inventories                         (17,312)(246,613)   (371,065) (123,305)
    Prepaid expenses                   (182,459) 191,533    (187,612)  (56,528)
    Other assets                          7,383  (40,174)     16,809   (36,421)
    Equity in loss on European joint
       venture                          119,014        0     268,914         0
   Increase (decrease) in:
    Accounts payable                    435,935  229,973     488,680   523,031
    Accrued liabilities                 281,319  (41,213)    (67,564)  (62,229)
Net cash provided by (used in)
      operating activities              114,893  (11,047)   (316,893)  (55,884)

Cash Flows from Investing Activities
 Purchases of property, plant and
      equipment                         (91,692)(168,947)   (259,613) (372,066)
 Investment in European joint venture    (1,234)       0    (228,826) (308,532)
Net cash used in investing activities   (92,926)(168,947)   (488,439) (680,598)

Cash Flows From Financing Activities
 Proceeds from issuance of common
     stock                                2,639   (3,751)      2,632     7,908
 Advances on credit line                      0        0           0   500,000
 Repayment of long-term debt           (125,715)(152,283)   (251,429) (304,566)
Net cash provided by financing
     activities                        (123,076)(156,034)   (248,797)  203,342

Net decrease in cash                   (101,109)(336,028) (1,054,129) (533,140)

Cash, beginning of period               705,494  688,855   1,658,514   885,967

Cash, end of period                     604,385  352,827     604,385   352,827


See accompanying Notes to Financial Statements

   
   
   
   

   

   
   
   
   

   
   



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                      PIEMONTE FOODS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                November 30, 1996



Note 1   Principles of Consolidation

         The accompanying financial statements include the accounts of Piemonte
         Foods, Inc. and its wholly-owned subsidiaries, Piemonte Foods of
         Indiana, Inc. and Origena, Inc. The consolidated balance sheet as of
         November 30, 1996 and the related statements of operations and cash
         flows for the six month period then ended are unaudited. In the opinion
         of management, all adjustments necessary for a fair presentation of
         such financial statements have been included. Such adjustments
         consisted only of normal recurring items.

         The financial statements and notes are presented as permitted by Form
         10-Q, and do not contain certain information included in the company's
         annual financial statements and notes.



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Item 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITIONS AND RESULTS OF OPERATIONS

             LIQUIDITY AND CAPITAL RESOURCES

             Working capital at the end of the Second Quarter was $2,401,458.
             Versus year-end, the reduction in working capital of $1,095,456 is
             primarily in cash as discussed in the First Quarter and an increase
             of $488,680 in payables. During the Second Quarter, working capital
             was lowered $433,426. This was primarily due to the payables
             increase, partially offset by receivables.

             During the quarter, $91,692 was spent on capital improvements.
             Investments were primarily in the cake icing Facility in Nashville.

             Due to the loss this quarter, we are outside of bank covenants on
             our long term debt; by covenant, dividend declarations are
             restricted. Exhaustive internal reviews of company operations are
             continuing; management believes it can comply long-term with the
             bank covenants.

             RESULTS OF OPERATIONS

             Quarter Ended November 30,1996 Compared to
             Quarter Ended December 2,1995


             Sales for the Second Quarter were $6,034,329 versus $7,984,259 last
             year. The decrease in sales were primarily in two of our trade
             channels. In Industrial, the reduced volume of several large
             customers and the loss of several customers account for $792,946;
             approximately one- fourth of this is our joint venture partner's
             topping company and was planned. In Fundraising we have lost
             $985,272 QTD primarily due to a new competitor entering the
             marketplace; this challenge will continue and we are both
             retrenching and exploring new avenues of opportunity. Cost of Goods
             sold increased from 77.1% PY to 84.1% this year. The reason for
             this increase is two-fold: as the volume decreases, our overhead
             costs are absorbed over a smaller base, thus increasing per unit
             cost, despite lower overhead costs. Also, the higher material 
             costs could not be totally passed on to our customers as quickly 
             as they were incurred.

             As we continue to reduce SG & A costs, costs were lowered $178,273,
             or 10%. This is an area where we continue to control
             costs, and expect continued reductions in the future.

             Overall, U.S. losses for the Quarter were $376,275 versus $71,342
             income last year. On a per share basis, U.S. earnings were
             ($.25/share) versus $.05/share PY.

             The company's share of Holland's losses in the Second Quarter was
             $119,014; total joint venture losses were double or $238,028; this
             negatively impacted reported earnings $.08/share. The Company's
             portion of the joint venture's losses is fully recognized. Our new
             audit partners have advised that consolidated financials in which
             the joint venture's earnings or losses are recognized under equity
             accounting do, in fact, flow through to the parent company; this is
             contrary to previous accounting advice. All baking pans required
             for production were received by the beginning of the second
             quarter; consequently, the start up is now a historical event.
             Whereas the joint venture is approaching break-even 



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             on a cash flow basis, we are not yet at a break-even on a book
             basis.



             Six Months Ended November 30, 1996 Compared to
               Six Months Ended December 2,1995

             Sales are $12,015,731 or $2,610,483 lower than last year. Sales
             losses are primarily due to Industrial and Fundraising trade
             channel loss as discussed above.

             Costs of Goods increased to 85% as price increases did not offset
             material changes and the effect of volume reductions on overheads
             which negatively impacted contribution margins.

             SG & A costs for the six months were $2,880,362 or $316,663 lower
             than last year. This reflects a 10% reduction.

             On a YTD basis, U.S. losses were $730,432, $573,218 greater than
             the loss in the prior year, and reflects a per share loss of
             $(.49), which is $.39 unfavorable versus last year.

             The YTD loss attributable to the joint venture in Holland is
             $268,914 or $.18/share. Cumulatively, the Corprate YTD net loss is
             $999,346, or ($0.67/share). This is $842,132 or $0.57/share
             unfavorable versus prior year,




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Part II           Item 4.  Submission of Matters to a Vote of Security Holders.
                  At the Annual Meeting of Shareholders on October 17, 1996,
                  the following proposals were approved:

                  1. To reduce the size of the Board to six directors with Board
                  authority to modify the size from six to nine. Votes for
                  1,112,282; against 25,122; abstentions 6,094.

                  2. To ratify the appointment of Ernst and Young LLP as the
                  Company's independent auditors for the fiscal year ending,
                  1997. Votes for 1,127,875, against 9,503; abstentions 6,120.

                  Item 6.  Exhibits and Reports on Form 8-K

                           None

                  Exhibit 27.       Financial data schedule



                                   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 hereunto duly authorized.




                                                     PIEMONTE FOODS, INC.


Date____________________                             _________________________
                                                     Virgil L. Clark
                                                     President/CEO


                                                     -------------------------
                                                     Roy E. Gogel
                                                     Vice Pres/CFO