SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                      20549


                                    FORM 10-Q
                                     AMENDED


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

       For the quarter ended August 29, 1998      Commission File 0-15696


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


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


              400 Augusta Street, Greenville, South Carolina 29601
              ----------------------------------------------------
                    (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 September 30, 1998 was
1,543,294
<PAGE>
                              PIEMONTE FOODS, INC.

                               INDEX TO FORM 10-Q


Part I    Financial Information

          Item 1.  Financial Statements, unaudited

                   Consolidated Balance Sheets - August 29, 1998, and
                   May 30, 1998

                   Consolidated Statements of Operations for the First
                   Quarter ended August 29, 1998, and August 30, 1997.

                   Consolidated Statements of Cash Flows for the First
                   Quarter ended August 29, 1998, and August 30, 1997.

                   Notes to Consolidated Financial Statements

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

Part II   Other Information

          Item 1.  Legal Proceedings

          Item 6.  Exhibits and Reports on Form 8-K



          Exhibit 27.  Financial data schedule
<PAGE>
                              PIEMONTE FOODS, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                          Assets                                                    August 29,1998        May 30, 1998
----------------------------------------------------------------------------------------------------------------------
Current Assets
<S>                                                                                        <C>               <C>     
     Cash & cash equivalents                                                            $   16,550         $  184,009
     Accounts receivable, net                                                              852,274          1,058,340
     Inventories                                                                           837,659            662,904
     Prepaid expenses and other current assets                                             144,205            121,135
----------------------------------------------------------------------------------------------------------------------
          Total Current Assets                                                           1,850,688          2,026,388
----------------------------------------------------------------------------------------------------------------------

Property, Plant & Equipment, Net                                                         3,463,588          3,650,726

Deferred Charges, Intangible and Other Assets
     Excess of cost over fair value of net assets acquired                                  57,023             60,015

          Total Assets                                                                  $5,371,299         $5,737,129
======================================================================================================================

               Liabilities and Stockholder's Equity
----------------------------------------------------------------------------------------------------------------------
Current Liabilities
     Current portion of long-term debt in default                                       $2,131,291         $2,131,291
     Accounts payable                                                                    2,075,414          2,127,017
     Accrued expenses                                                                      605,948            667,274
----------------------------------------------------------------------------------------------------------------------
       Total Current Liabilities                                                         4,812,653          4,925,582
----------------------------------------------------------------------------------------------------------------------



Stockholder's Equity
     Common Stock                                                                           15,433             15,433
     Capital in excess of stated value of common stock                                   2,902,110          2,902,110
     Retained earnings (deficit)                                                        (2,358,897)        (2,105,996)
----------------------------------------------------------------------------------------------------------------------
       Total Stockholder's Equity                                                          558,646            811,547
----------------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity                                              $5,371,299         $5,737,129
======================================================================================================================
</TABLE>

See accompanying notes to Financial Statements
<PAGE>

                              PIEMONTE FOODS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         For the three months ended August 29, 1998 and August 30, 1997


<TABLE>
<CAPTION>



                                                                                          FY 99              FY 98
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                <C>       
Net Sales                                                                               $3,404,428         $4,676,967

Operating Expenses
     Cost of Goods Sold                                                                  2,682,393          3,668,561
     Selling, general and administrative                                                   964,211          1,194,919
----------------------------------------------------------------------------------------------------------------------
          Total Operating Expenses                                                       3,646,604          4,863,480
----------------------------------------------------------------------------------------------------------------------

Operating Loss                                                                            (242,176)          (186,513)

Other Expenses
     Interest expense (net)                                                                 45,238             43,851
     (Gain)/Loss on disposal of assets                                                           0             (5,000)
     Other income                                                                          (34,513)            (6,640)
----------------------------------------------------------------------------------------------------------------------
          Total Other Expenses                                                              10,725             32,211
----------------------------------------------------------------------------------------------------------------------

Income/(Loss) Before Income Taxes                                                         (252,901)          (218,724)

Income Tax Benefit                                                                               0                  0
----------------------------------------------------------------------------------------------------------------------

Net Loss                                                                                 ($252,901)         ($218,724)
======================================================================================================================


Average Number of Shares Outstanding                                                     1,543,294          1,561,095


Net Loss Per Share                                                                          ($0.16)            ($0.14)
======================================================================================================================
</TABLE>

See accompanying notes to Financial Statements
<PAGE>

                              PIEMONTE FOODS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

         For the three months ended August 29, 1998 and August 30, 1997

<TABLE>
<CAPTION>

                                                                                          FY 99              FY 98
----------------------------------------------------------------------------------------------------------------------
Cash Flows From Operating Activities
<S>                                                                                      <C>                <C>       
   Net Income/(Loss)                                                                     ($252,901)         ($218,724)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
        Depreciation and amortization                                                      190,130            170,319
        Decrease (increase) in:
          Receivables                                                                      206,066            396,909
          Inventories                                                                     (174,755)          (339,577)
          Prepaid expenses                                                                 (23,070)           (18,399)
        Increase (decrease) in:
          Accounts payable                                                                 (51,603)         1,126,799
          Accrued liabilities                                                              (61,326)           (91,280)
----------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                                     (167,459)         1,026,047
----------------------------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities
   Purchases of property, plant and equipment                                                    0                  0
   Proceeds from the sale of property, plant and equipment                                       0              8,680
----------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                                            0              8,680
----------------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
   Repayment of long-term debt                                                                   0         (1,099,048)
----------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                                        0         (1,099,048)
----------------------------------------------------------------------------------------------------------------------

Net increase/(decrease) in cash                                                           (167,459)           (64,321)

Cash, beginning of period                                                                  184,009            591,153
----------------------------------------------------------------------------------------------------------------------

Cash, end of period                                                                        $16,550           $526,832
----------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to Financial Statements

<PAGE>

                      PIEMONTE FOODS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 August 29, 1998



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 August 29, 1998 and the related statements
                of operations and cash flows for the three 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.
<PAGE>

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

                LIQUIDITY AND CAPITAL RESOURCES

                At August 29, 1998, working capital was a negative of $2.9
                million, the same level as at the beginning of the quarter. This
                negative amount includes $2.1 million of long-term debt that is
                classified as a current liability. The Company has been unable
                to service its bank debt and has been in violation of certain
                covenants in its debt agreements.

                The Company has also been unable to meet its obligations to
                trade creditors in a normal and timely basis and is continuing
                negotiations with its creditors to reach agreements with respect
                to either discounting the obligations due creditors and/or
                delaying payment of such obligations. There can be no assurance
                that these negotiations will be successful and, if not, the
                Company would have to obtain additional capital or take other
                steps to continue its operations on a normal basis in light of
                its current shortage of working capital.

                Over the past year Piemonte eliminated certain unprofitable
                business lines and modified and corrected accounts that were
                unprofitable. The product line was simplified and the marketing
                of the core product lines was emphasized. The employees were
                reduced and personnel upgraded, including recruiting three new
                directors to the Board, each with specific expertise in
                marketing, sales and operations. Piemonte is now in a position
                to grow real unit volume of its core products through marketing
                and selling activity, new product introduction and strategically
                repositioning key products in the current product line. The
                losses of the last two years, however, have eroded capital. The
                last and critical step in the reformation process is to restore
                a level of capital sufficient to sustain operations. Management
                has before it certain preliminary plans involving outside
                investment in the Company. Management believes such a
                transaction would benefit the Company and its shareholders and
                is necessary for the Company to continue in business.

                RESULTS OF OPERATIONS

                Quarter Ended August 29, 1998 Compared to
                Quarter Ended August 30, 1997

                Revenues for the First Quarter were $3.4 million, 27% lower than
                last year. Most of the decline is attributable to two customers,
                one that bought a competitor of the Company and another that
                switched to that competitor as its supplier.

                Gross margin of 21% for the quarter was consistent with last
                year in spite of the revenue decline. The restructuring plan
                implemented in the Third Quarter last year, coupled with price
                adjustments and cost reductions kept costs in line. Selling,
                general and administrative expenses were also reduced as part of
                that restructuring plan.

                Overall, the loss of $242,901 for the quarter was 16% higher
                than the loss of $218,724 last year, due to the fact that cost
                reductions did not offset all of the margins lost by the revenue
                decline.
<PAGE>

                YEAR 2000 COMPLIANCE

                Subsequent to year-end the Company changed software packages to
                a Y2K compliant package. The Company has not communicated with
                its critical external relationships to determine the extent to
                which the Company may be vulnerable to such parties' failure to
                resolve their own Y2K issues. With the exception of utility and
                banking relationships, however, it is not anticipated that these
                relationships are material. Where practical, the Company will
                assess and attempt to mitigate its risks with respect to the
                failure of these entities to be Y2K ready. The effect, if any,
                on the Company's results of operations from the failure of such
                parties is not readily estimable.
<PAGE>

Part II         Item 1      Legal Proceedings
                            Virgil L. Clark v. Piemonte Foods, Inc. et al: On
                            October 7, 1998, the Company's former CEO. Virgil L.
                            Clark filed suit in the Court of Common Pleas,
                            Greenville, South Carolina, claiming that the
                            Company terminated his Employment Agreement on
                            January 29, 1998 without cause. The lawsuit asks for
                            the payment of wages, trebled, in the amount of
                            $1,494,231; for actual and punitive damages in the
                            amount of $2,000,000; and for interest, costs and
                            attorney's fees. The Company intends to contest the
                            suit vigorously.


                Item 6  Exhibits and Reports on Form 8-K

                           a)  Exhibits required by Item 601 of Regulation S-K
                                     None

                           b)  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.




Jan. 20, 1999               /s/Mark Fagan
---------------------       ---------------------------------------
Date                        Mark Fagan
                            President and CEO