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 November 29, 1997 Commission 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 November
29, 1997 was 1,558,574.

<PAGE>


                              PIEMONTE FOODS, INC.

                               INDEX TO FORM 10-Q


Part I           Financial Information

                 Item 1.  Amended Financial Statements, unaudited

                          Amended Consolidated Balance Sheets - November 29, 
                          1997, and May 31, 1997

                          Amended Consolidated Statements of Operations for
                          the three and six months ended November 29, 1997,
                          and November 30, 1996.

                          Amended Consolidated Statements of Cash Flows for
                          the three and six months ended November 29, 1997,
                          and November 30, 1996.

                          Amended Notes to Consolidated Financial Statements

                 Item 2.  Amended 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.  Amended Financial data schedule


<PAGE>
<TABLE>
<CAPTION>

                              PIEMONTE FOODS, INC.
                           CONSOLIDATED BALANCE SHEETS

<S>                                                                                                  <C>                 <C>     
                                                                                                 As Amended
                           ASSETS                                                               Nov. 29, 1997        May 31, 1997
----------------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS
     Cash & cash equivalents                                                                         $912,935            $591,153
     Accounts receivable, net                                                                       1,612,736           1,930,050
     Inventories                                                                                    1,003,749             855,121
     Refundable income taxes                                                                                0             415,572
     Prepaid expenses                                                                                 141,594             123,320
----------------------------------------------------------------------------------------------------------------------------------
          TOTAL CURRENT ASSETS                                                                      3,671,014           3,915,216
----------------------------------------------------------------------------------------------------------------------------------

PROPERTY, PLANT & EQUIPMENT, NET                                                                    4,427,795           4,744,761

DEFERRED CHARGES, INTANGIBLE AND OTHER ASSETS
     Excess of cost over fair value of net assets acquired                                            720,930             737,406
----------------------------------------------------------------------------------------------------------------------------------
          TOTAL OTHER ASSETS                                                                          720,930             737,406
----------------------------------------------------------------------------------------------------------------------------------

          TOTAL ASSETS                                                                             $8,819,739          $9,397,383
==================================================================================================================================

                LIABILITIES AND STOCKHOLDER'S EQUITY
----------------------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES
     Current portion of long-term debt                                                               $376,851            $373,009
     Prepayment of long-term debt subsequent to May 31, 1997                                               $0          $1,000,000
     Accounts payable, trade                                                                        1,893,131             748,793
     Accrued expenses                                                                                 427,606             588,405
----------------------------------------------------------------------------------------------------------------------------------
       TOTAL CURRENT LIABILITIES                                                                    2,697,588           2,710,207
----------------------------------------------------------------------------------------------------------------------------------

LONG-TERM DEBT                                                                                      1,935,530           2,124,134

----------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                                                   4,633,118           4,834,341
----------------------------------------------------------------------------------------------------------------------------------

STOCKHOLDER'S EQUITY
     Common Stock                                                                                      15,444              15,444
     Capital in excess of stated value of common stock                                              2,868,360           2,868,360
     Retained earnings                                                                              1,302,817           1,679,238
----------------------------------------------------------------------------------------------------------------------------------
       TOTAL STOCKHOLDER'S EQUITY                                                                   4,186,621           4,563,042
----------------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                                         $8,819,739          $9,397,383
==================================================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

<PAGE>
<TABLE>
<CAPTION>

                              PIEMONTE FOODS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
   For the Three and Six Months Ended November 29, 1997 and November 30, 1996



                                                                           Three Months                        Six Months
                                                                    As Amended                      As Amended
                                                                       FY98             FY97           FY98                FY97
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>            <C>                <C>
NET SALES                                                          $5,261,010        $6,034,329     $9,937,977         $12,015,731

Operating Expenses
     Cost of Goods Sold                                             4,142,451         5,074,139      7,811,012          10,218,156
     Selling, general and administrative                            1,251,115         1,514,501      2,446,034           2,880,362
-----------------------------------------------------------------------------------------------------------------------------------
          Total Operating Expenses                                  5,393,566         6,588,640     10,257,046          13,098,518
-----------------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME/(LOSS)                                             (132,556)         (554,311)      (319,069)         (1,082,787)

Other Expenses
     Interest expense (net)                                            42,615            60,730         86,466             107,903
     (Gain)/Loss on disposal of assets                                  (638)                 0        (5,638)                   0
     Equity in loss on European joint venture                               0           119,014              0             268,914
     Other income                                                     (5,329)           (7,766)       (11,969)            (13,258)
-----------------------------------------------------------------------------------------------------------------------------------
          Total Other Expenses                                         36,648           171,978         68,859             363,559
-----------------------------------------------------------------------------------------------------------------------------------

Income/(Loss) Before Income Taxes                                   (169,204)         (726,289)      (387,927)         (1,446,346)

Income Tax Benefit                                                     11,507           231,000         11,507             447,000
-----------------------------------------------------------------------------------------------------------------------------------

NET INCOME/(LOSS)                                                  ($157,697)        ($495,289)     ($376,421)          ($999,346)
===================================================================================================================================


Average Number of Shares Outstanding                                1,558,145         1,497,936      1,558,145           1,497,936


NET LOSS PER SHARE                                                    ($0.10)           ($0.33)        ($0.24)             ($0.67)
===================================================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
<TABLE>



                              PIEMONTE FOODS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
   For the Three and Six Months Ended November 29, 1997 and November 30, 1996

<CAPTION>


                                                                                 Three Months                        Six Months
                                                                         As Amended                        As Amended
                                                                            FY98              FY97            FY98             FY97
------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                     <C>             <C>             <C>             <C>
   Net Income/(Loss)                                                    ($  157,697)    ($  495,289)    ($  376,421)    ($  999,346)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
        Depreciation and amortization                                       180,778         151,468         351,097         355,403
        Non-Cash Director's Fees                                              8,750               0          15,500               0
        Decrease (increase) in:
          Receivables                                                       (79,595)       (185,166)        317,314         178,888
          Inventories                                                       190,949         (17,312)       (148,628)       (371,065)
          Prepaid expenses                                                      125        (182,459)        (18,274)       (187,612)
          Income Tax Refund                                                 415,572               0         415,572               0
          Other assets                                                          976           7,383             976          16,809
          Equity in loss on European joint venture                                0         119,014               0         268,914
        Increase (decrease) in:
          Accounts payable                                                   17,539         435,935       1,144,338         488,680
          Accrued liabilities                                               (62,769)        281,319        (160,799)        (67,564)
------------------------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                       514,628         114,893       1,540,675        (316,893)
------------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property, plant and equipment                               (39,769)        (91,692)        (39,769)       (259,613)
   Proceeds from the sale of property, plant and equipment                   (3,042)              0           5,638               0
   Investment in European joint venture                                           0          (1,234)              0        (228,826)
------------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                       (42,811)        (92,926)        (34,131)       (488,439)
------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                                        0            2,639               0           2,632
   Repayment of long-term debt                                             (85,714)        (125,715)     (1,184,762)       (251,429)
------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                  (85,714)        (123,076)     (1,184,762)       (248,797)
------------------------------------------------------------------------------------------------------------------------------------

NET INCREASE/(DECREASE) IN CASH                                             386,103        (101,109)        321,782      (1,054,129)

Cash, beginning of period                                                   526,832         705,494         591,153       1,658,514
------------------------------------------------------------------------------------------------------------------------------------

Cash, end of period                                                         912,935         604,385         912,935         604,385
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>

                      PIEMONTE FOODS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                November 29, 1997



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 29, 1997 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.
<PAGE>


                              PIEMONTE FOODS, INC.
                   Notes to Consolidated Financial Statements
   For the Three and Six Months Ended November 29, 1997 and November 30, 1996


NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS

The accompanying financial statements for the second quarter and first six
months of fiscal year 1998 have been restated to reflect the correction of an
inventory error that was subsequently discovered during a physical inventory
taken during the third quarter. To insure that this does not occur again,
management has initiated a policy of taking physical inventories every quarter.
Although not material in nature, minor adjustments were also booked in Net Sales
and SG&A.
<TABLE>
<CAPTION>

                 Effect of changes on Income Statement                   Three Months           Six-Months
                                                                          1998                     1998

<S>                                                                        <C>                    <C>    
Net Sales                                                                  (4,112)                (4,112)
Cost of Goods Sold                                                        221,784                221,784
SG&A                                                                        9,000                  9,000
                                                                         --------               --------
   Operating Income                                                      (234,896)              (234,896)
                                                                         ========               ========

Per Share                                                                   (0.15)                 (0.15)

Effect of changes on Balance Sheet                                       Three Months           Six-Months
----------------------------------                                          1998                   1998
----------------------------------                                          ----                   ----

Inventories                                                              (205,058)              (205,058)
                                                                         --------               --------
   Total Assets                                                          (205,058)              (205,058)


Accounts Payable                                                           20,838                 20,838
Accrued Expenses                                                            9,000                  9,000
                                                                         --------               --------
   Total Liabilities                                                       29,838                 29,838
                                                                         --------               --------

Retained Earnings                                                        (234,896)              (234,896)
                                                                         ========               ======== 
</TABLE>


<PAGE>

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

                 LIQUIDITY AND CAPITAL RESOURCES

                 Working capital at the end of the Second Quarter was $973,426.
                 Versus year-end, working capital decreased $231,583, primarily
                 the result of the operating losses experienced in both the
                 first and second quarters. Receivables were reduced by $317,314
                 since the beginning of the fiscal year, which includes an
                 increase in the second quarter of $79,595 due to increased
                 sales.

                 The reduction in receivables was partially offset by an
                 increase in inventories of $148,628 during the first half of
                 the year. However, inventories did drop by $190,949 in the
                 second quarter. The anticipated Federal Tax Refund was received
                 during the second quarter, clearing the $415,572 receivable on
                 the books and improving the Company's cash flow.

                 Compared to year-end, payables have increased by $1,144,338.
                 This occurred primarily during the first quarter of 1998.
                 Payables increased slightly by $17,539 in the second quarter.

                 Although the Company is not in default in payment to its
                 principal lender with respect to its long-term debt, it is
                 currently in default of certain covenants associated with its
                 Loan Agreement, including covenants relating to the maintenance
                 of net worth, working capital and debt coverage. The Company is
                 negotiating with its lender to obtain a waiver of these
                 technical defaults respecting loan covenants. Thus far, the
                 lender has indicated a willingness to work with the Company.

                 The Company has recently been unable to meet its obligations to
                 creditors in a normal timely basis and has commenced
                 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.

                 RESULTS OF OPERATIONS

                 Quarter Ended November 29, 1997 Compared to
                 Quarter Ended November 30, 1996

                 Revenues for the Second Quarter were $5,261,010 which were 13%
                 lower than the same period last year. Lower revenues were the
                 combined result of the fourth quarter 1997 exit from the
                 Company's cake business in Nashville, with a negative impact of
                 10% on overall sales, and and lower sales in Deli and
                 Foodservice. Second quarter sales showed improvement of
                 $584,043 or 12.5% over the first quarter of fiscal year 1998.

                 As a result of re-focusing our core business, reducing the cost
                 structure, and successful price increases, the Company improved
                 its gross margins during the second quarter of this year. On
                 lower sales, gross margin dollars improved by $158,369 from
                 $960,190 in the second quarter of last year to $1,118,559 in
                 the second quarter of this year. Gross margin percents improved
                 from the same quarter a year ago from 16% to 21%.

                 The loss from operations in the second quarter of fiscal year
                 1998 was ($132,556), compared to a loss of ($554,311) in the
                 second quarter of 1997.

                 Selling, general, and administrative expenses were $263,386
                 less in the second quarter of this year versus the same quarter
                 a year ago, as the company continued its efforts to lower
                 operating costs.

                 Overall, net loss for the quarter was ($157,697), an
                 improvement over the net loss of ($337,592) in the same quarter
                 last year. On a per share basis, earnings were ($.10) versus
                 ($.33) in 1997.

<PAGE>

                 Six Months Ended November 29, 1997 Compared to
                 Six Months Ended November 30, 1996

                 Sales were $9,937,977 or $2,077,754 lower than the same period
                 sales last year. Lower sales are primarily due to exiting of
                 the Cake business, 56% of the reduction, and lower sales in
                 Deli/Retail.

                 Gross Margin improved to 21.4% in the first half of this year
                 versus 15% in the same period a year ago, an improvement of
                 $329,390, on lower sales. The improvement can be attributed to
                 specific actions taken to increase pricing and to reduce
                 operating costs.

                 SG&A costs for the first six months were $2,446,034 or $434,328
                 lower than for the same period last year, a 15% reduction.

                 Through the first six months the Company has incurred a net
                 loss of ($376,421) compared to a net loss of ($622,925) in the
                 comparable period last year. This reflects a per share loss of
                 ($0.24) compared to ($0.67) a year ago.

<PAGE>

Part II          Item 4 Submission of Matters to a Vote of Security Holders.
                 At the Annual Meeting of Shareholders on 10-29-97, the
                 following proposals were approved:

                 1. To elect two Class One Directors (T. Patrick Costello and
                 Richard J. Stoner) to a term of three (3) years.
                 Votes for 1,315,477 against 15 abstentions 3,237.

                 2. To ratify the appointment of Ernst and Young LLP as the
                 Company's independent auditors for the fiscal year ending 1998.
                 Votes for 1,315,634 against 668 abstentions 2,427.


                 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.


            Date 03/13/98   /s/ W. Edward Cathey
                 --------   -----------------------------------------
                            W. Edward Cathey
                            Treasurer and CFO


<PAGE>