<PAGE>   1
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                             ----------------------           

                                   FORM 10-Q

                             ----------------------           
(Mark One)

  [ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                        SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 1996
                                       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 1-8574

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

               DELAWARE                                 74-1264568
       (State of Incorporation)            (I.R.S. Employer Identification No.)

    TEN PICTSWEET DRIVE, BELLS, TN                         38006
(Address of principal executive offices)                (Zip Code)

       Registrants telephone number, including area code: (901) 422-7600

         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
                                             -----     -----

      On January 10, 1997, 5,110,425 shares of Class A Common Stock and
5,699,504 shares of Class B Common Stock of United Foods, Inc. were
outstanding.

================================================================================





<PAGE>   2






                                     INDEX
<TABLE>
<CAPTION>


                                                                           PAGE
     <S>          <C>                                                      <C>
     Part I:      Financial Information:

       Item 1:    Financial Statements:

                     Balance Sheets                                         2-3

                     Statements of Operations                                 4

                     Statements of Cash Flows                               5-6

                     Notes to Financial Statements                            7

       Item 2:    Management's Discussion and Analysis of
                  Financial Condition and Results of Operations            8-10

     Part II:     Other Information and Signatures                           11

     Exhibit A -  Computation of Earnings Per Common Share                   12
</TABLE>



                                       1

<PAGE>   3


PART I - FINANCIAL INFORMATION

                         ITEM 1 - FINANCIAL STATEMENTS

                               UNITED FOODS, INC.
                                 BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                            NOVEMBER 30,   FEBRUARY 29,
                                                               1996           1996
                                                            ------------   -----------
                                                             Unaudited
<S>                                                          <C>           <C>  
ASSETS

Current Assets:
   Cash                                                      $   1,235     $   1,029
   Accounts Receivable (net of allowance of $345 and $260)      18,320        14,502
   Inventories (Note 3)                                         51,760        43,099
   Prepaid Expenses and Miscellaneous                            3,534         4,592
   Deferred Income Taxes (Note 5)                                1,134           777
                                                             ---------     ---------
       Total Current Assets                                     75,983        63,999
                                                             ---------     ---------

Property and Equipment:
   Land and Land Improvements                                    8,830         8,965
   Buildings and Leasehold Improvements                         21,098        21,039
   Machinery, Equipment and Improvements                        92,445        92,536
                                                             ---------     ---------
                                                               122,373       122,540

   Less Accumulated Depreciation                               (65,722)      (60,204)
                                                             ---------     ---------

       Net Property and Equipment                               56,651        62,336
                                                             ---------     ---------

Other Assets                                                     1,569         1,853
                                                             ---------     ---------

         Total Assets                                        $ 134,203     $ 128,188
                                                             =========     =========
</TABLE>











See accompanying notes to financial statements.


                                       2
<PAGE>   4




                               UNITED FOODS, INC.
                                 BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                            NOVEMBER 30,   FEBRUARY 29,
                                                               1996            1996
                                                            ------------   -----------
                                                             Unaudited

<S>                                                          <C>           <C> 
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts Payable                                          $  21,148     $  11,092
   Accruals                                                      9,786         5,870
   Income Taxes Payable  (Note 5)                                  558           206
   Current Maturities of Long-term Debt                          4,691         4,667
                                                             ---------     ---------
         Total Current Liabilities                              36,183        21,835

Long-term Debt, Less Current Maturities                         37,850        46,650

Deferred Income Taxes (Note 5)                                   4,942         5,169
                                                             ---------     ---------

         Total Liabilities                                      78,975        73,654
                                                             ---------     ---------

Stockholders' Equity:
   Common Stock, Class A (Notes 6 and 7)                         5,110         7,650
   Common Stock, Class B, Convertible (Notes 6 and 7)            5,700         7,096
   Additional Paid-in Capital                                    2,463         8,644
   Retained Earnings                                            41,955        41,261
                                                             ---------     ---------
                                                                55,228        64,651

   Less Cost of Treasury Stock (Note 7)                           --         (10,117)
                                                             ---------     ---------

         Total Stockholders' Equity                             55,228        54,534
                                                             ---------     ---------

         Total Liabilities and Stockholders' Equity          $ 134,203     $ 128,188
                                                             =========     =========

</TABLE>







See accompanying notes to financial statements.



                                       3

<PAGE>   5




                                                              

                               UNITED FOODS, INC.
                      STATEMENTS OF OPERATIONS (UNAUDITED)
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                    FOR THE THREE MONTHS      FOR THE NINE MONTHS
                                                     ENDED NOVEMBER 30,        ENDED NOVEMBER 30,
                                                   ----------------------    ----------------------
                                                     1996          1995         1996         1995
                                                   ---------    ---------    ---------    ---------

<S>                                                <C>          <C>          <C>          <C>             
Gross Sales and Services Less Discounts, Returns
  and Allowances                                   $  52,669    $  52,847    $ 144,005    $ 137,551

Costs of Sales and Services (Note 3)                  42,656       44,364      117,306      112,496
                                                   ---------    ---------    ---------    ---------

  Gross Profit                                        10,013        8,483       26,699       25,055

Selling, Administrative and General Expenses           8,180        8,526       23,151       23,934
                                                   ---------    ---------    ---------    ---------

  Operating Income (Loss)                              1,833          (43)       3,548        1,121
                                                   ---------    ---------    ---------    ---------

Interest Income (Expense) - Net                         (908)      (1,107)      (2,859)      (2,649)

Miscellaneous Income (Expense) - Net (Note 4)            -0-            3          437          (10)
                                                   ---------    ---------    ---------    ---------

    Total Other Income and (Expense)                    (908)      (1,104)      (2,422)      (2,659)
                                                   ---------    ---------    ---------    ---------

  Income (Loss) Before Taxes on Income (Benefit)         925       (1,147)       1,126       (1,538)

Taxes on Income ( Benefit) (Note 5)                      355         (435)         432         (590)
                                                   ---------    ---------    ---------    ---------

  Net Income (Loss)                                $     570    $    (712)   $     694    $    (948)
                                                   =========    =========    =========    =========

Common Share and Common Share Equivalent
  (Note 8)                                            11,057       11,472       11,098       11,689
                                                   =========    =========    =========    =========

EARNINGS (LOSS) PER COMMON SHARE AND COMMON
    SHARE EQUIVALENT:  (NOTE 8)                    $     .05    $    (.06)   $     .06    $    (.08)
                                                   =========    =========    =========    =========

Cash Dividends Per Common Share:
  Class A                                               $-0-         $-0-         $-0-         $-0-
  Class B                                               $-0-         $-0-         $-0-         $-0-
</TABLE>










See accompanying notes to financial statements.



                                       4
<PAGE>   6







                                                              

                               UNITED FOODS, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                             FOR THE NINE
                                                       MONTHS ENDED NOVEMBER 30,
                                                       -------------------------
                                                           1996         1995
                                                         --------    ---------
<S>                                                      <C>         <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income (loss)                                     $    694    $   (948)
   Adjustments to reconcile net income to net cash
       provided by operations:
     Depreciation and amortization                          5,915       5,357
     Provision for losses on accounts receivable              122         105
     (Gain) loss on disposal of property and equipment        (55)          1
     Adjustments to property held for disposal               (212)       --
     Deferred income taxes                                   (584)       (855)
     Change in assets and liabilities:
       Accounts and notes receivable                       (3,940)     (4,073)
       Inventories                                         (8,661)    (15,735)
       Prepaid expenses and miscellaneous                   1,058       1,939
       Other assets                                           284         566
       Accounts payable and accruals                       14,132      14,898
       Income taxes                                           352        (945)
                                                         --------    --------
     Net cash provided (used) by operations                 9,105         310
                                                         --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                      (675)    (10,659)
   Proceeds from sale of property and equipment               552          19
                                                         --------    --------
     Net cash used by investing activities                   (123)    (10,640)
                                                         --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term borrowings                        --        16,445
   Payments of long-term debt                              (8,776)     (3,327)
   Purchase of treasury stock                                --        (2,283)
   Exercise of stock options                                 --            36
                                                         --------    --------
     Net cash provided (used) by financing activities      (8,776)     10,871
                                                         --------    --------

NET INCREASE IN CASH FOR THE PERIOD                           206         541

CASH AND CASH EQUIVALENTS, beginning of period              1,029         452
                                                         --------    --------

CASH AND CASH EQUIVALENTS, end of period                 $  1,235    $    993
                                                         ========    ========

</TABLE>


See accompanying notes to financial statements.


                                       5
<PAGE>   7




                                                              

                               UNITED FOODS, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                                  (CONCLUDED)

                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                             FOR THE NINE
                                                       MONTHS ENDED NOVEMBER 30,
                                                       -------------------------
                                                           1996         1995
                                                         --------    ---------
<S>                                                      <C>         <C>   
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:

   Cash paid during the nine months for:
     Interest                                            $  3,100    $  2,437
     Income taxes                                        $    841    $  1,396

NON-CASH INVESTING AND FINANCING ACTIVITIES: 
   Capital expenditures of $-0-, $160, $50 and $310
   are included in accounts payable at November 30, 1996, 
   February 29, 1996, November 30, 1995 and 
   February 28, 1995, respectively.
</TABLE>



See accompanying notes to financial statements.


                                       6
<PAGE>   8




                                                             

                               UNITED FOODS, INC.

                         NOTES TO FINANCIAL STATEMENTS

1.   The interim financial statements should be read in conjunction with the
     Company's Annual Report on Form 10-K for the year ended February 29, 1996.
     Significant accounting policies and other disclosures normally provided
     have been omitted since such items are disclosed therein.

     In the opinion of the Company, the accompanying unaudited financial
     statements contain all adjustments (consisting of only normal recurring
     accruals) necessary to present fairly its financial position as of
     November 30, 1996 and its results of operations and cash flows for the
     three and nine months ended November 30, 1996 and 1995.

2.   The results of operations for the three and nine months ended November 30,
     1996 and 1995 are not necessarily indicative of the results to be expected
     for the fiscal year. The preparation of financial statements in conformity
     with generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenues and expenses during the reporting period. Actual
     results could differ from those estimates.

3.   Inventories are summarized as follows:

<TABLE>
<CAPTION>

                                        NOVEMBER 30, 1996       FEBRUARY 29, 1996
                                        -----------------       -----------------
     <S>                                   <C>                     <C> 
     Finished products                     $45,843,000             $36,863,000
     Raw materials                           2,895,000               3,129,000
     Growing crops                           2,081,000               1,948,000
     Merchandise and supplies                  941,000               1,159,000
                                           -----------             -----------
                                           $51,760,000             $43,099,000
                                           ===========             ===========
</TABLE>

     Substantially all of the Company's inventories are valued at the lower of
     cost (first-in, first-out) or market at each fiscal year end. However, due
     to the seasonality of vegetable processing, the gross profit method, at
     the estimated annual rate, is used to determine frozen vegetable cost of
     goods sold in interim financial statements.

4.   Miscellaneous Income for the nine months ended November 30, 1996 includes
     the recognition of a claim in the amount of $167,000, $212,000 to restore
     the carrying value of property held for disposal to its original cost,
     based on its current estimated fair value, and $55,000 gain on sale of
     property and equipment.

5.   Taxes on income consist of the current and deferred taxes required to be
     recognized for the periods. Approximately $2,000,000 in operating loss
     carryforwards is available to reduce future taxable income through 2008
     and, in accordance with the provisions of Statement of Financial
     Accounting Standards No. 109, "Accounting for Income Taxes", the related
     future income tax benefits have been recognized by the Company.

6.   Each Class B common share is convertible into one share of Class A common
     stock at the holder's election. Holders of the Class A common stock are
     entitled to a preference dividend of $.025 per share for any quarter and
     each preceding quarter of the Company's fiscal year before the holders of
     the Class B common stock are entitled to any regular cash dividend. Class
     A shareholders have the right to elect a number of directors that equal at
     least 25% of the members of the board of directors. In addition, on
     matters requiring the classes to vote together, the Class A holders are
     entitled to 1/10 vote per share and holders of Class B common stock are
     entitled to one vote per share.

7.   In August 1996, the Company cancelled and retired 2,539,382 shares of
     Class A Common Stock, $1.00 par value and 1,396,326 shares of Class B
     Common Stock, $1.00 par value, previously held in its treasury.

8.   Earnings per share of common stock and common stock equivalents have been
     computed based upon the weighted average number of shares outstanding
     during the three and nine months ended November 30, 1996 and November 30,
     1995, respectively. The assumed exercise of common stock options does not
     materially dilute earnings per share for the three and nine months ended
     November 30, 1996 and common stock equivalents are not considered in the
     computation for the three and nine months ended November 30, 1995, as the
     effect would be anti-dilutive.


                                       7

<PAGE>   9

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

The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial condition and earnings
during the periods included in the accompanying balance sheets and statements
of income.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of cash are operations and external committed
credit facilities. At November 30, 1996 the Company's revolving credit
facilities totaled $23,000,000, all of which was currently available. During
fiscal 1996, the Company obtained a $5,000,000 increase in one of its revolving
credit facilities for the months of September through November 1995, such
increase reducing to $3,000,000 for December 1995, $2,000,000 for January 1996
and $1,000,000 for February 1996.

In September 1996, the Company received a $6,000,000, 8.98%, 10-year term loan
commitment, with a 15-year amortization, on its Ogden, Utah facility. Closing
is expected during January 1997 and funds received will be applied against
current revolving debt. As the result of this loan commitment, the Company's
$23,000,000 revolving credit facility was reduced to $20,000,000.

In December 1996, the Company also received a commitment to increase the term
loan on its Bells, Tennessee facility to its original $15,000,000 amount. This
commitment provides for a new 10-year term, with a 15-year amortization with
the interest rate fixed at closing. The approximately $7,000,000 anticipated to
be received at closing in January 1997, will be applied against current
outstanding revolving debt.

The Company's sources of liquidity are expected to adequately meet requirements
for the upcoming year and the foreseeable future; however, new financing
alternatives are constantly evaluated to determine their practicality and
availability in order to provide the Company with sufficient and timely funding
at the least possible cost. The $3,000,000 and $20,000,000 revolving credit
facilities currently mature in fiscal 1999. One-year extensions of maturity
dates of the revolving credit facilities will be considered by the lenders
annually. If annual extensions are not granted, the Company will then
investigate revolving credit facilities with other lenders and believes it can
replace any current revolving credit facility within its remaining 24-month
term.

Operations provided net cash of $9,105,000 during the nine months ended
November 30, 1996 and $310,000 during the same period of the prior year.
A substantial portion of this increase is attributable to decreases in
inventories, primarily as the result of purchasing delays related to the
current year's production.

Investing activities used cash of $123,000 for the nine months ended November
30, 1996 compared with cash used of $10,640,000 during the same period of the
prior year, primarily as the result of decreased capital expenditures in the
current year.

Financing activities used cash of $8,776,000 for the nine months ended November
30, 1996 and provided net cash of $10,871,000 during the same period of the
prior year. This decrease was primarily due to lower borrowing levels
associated with the decreased inventories and capital expenditures previously
mentioned. Further, in the previous year, the Company purchased treasury stock
in the amount of $2,283,000.

Working capital at November 30, 1996 was $39,800,000, compared to $42,164,000
at February 29, 1996. The decrease is primarily due to the increases in
accounts payable and accruals, offset in part by a seasonal increase in
inventories.

The Company's ratio of debt to equity increased to 1.43 to 1 at November 30,
1996 from 1.35 to 1 at February 29, 1996.

CAPITAL EXPENDITURES

Capital expenditures for fiscal 1997 are estimated to be less than $1,000,000,
which is approximately $7,000,000 less than depreciation expense projected for
fiscal 1997. Capital expenditures are expected to be for normal replacement of
older equipment with more efficient and energy saving equipment. These
expenditures are expected to be funded from operations and the Company's
revolving credit facilities.



                                       8
<PAGE>   10


RESULTS OF OPERATIONS

OVERVIEW AND TRENDS

The Company's product line is made up of agricultural products which are
subject to the cyclical conditions and risks inherent in the agricultural
industry. The Company bears part of the growing risks and all of the processing
and marketing risks of these agricultural products. Weather abnormalities and
excess inventories sometimes cause substantial reductions in the annual volume
of product processed in facilities that are owned or leased by the Company.
When this happens, the unit cost of that year's production will increase
substantially, generally resulting in reduced profit margins for one or more
years. On the other hand, when bumper crops occur unit costs will decrease but
selling prices will, in general, be depressed.

The Company has always been faced with very strong competition in the
marketplace from large brand name competitors, private regional U. S. vegetable
processors, and privately-owned Mexican vegetable processors. These competitive
pressures, coupled with low overall growth, have led to weak market pricing. We
anticipate that this condition will continue.

In addition to general inflation and the growing, processing and marketing
risks described above, the Company faces significant costs associated with
increasing governmental regulation, the loss of land and water available for
agriculture in California and the increasing competition due to world-wide
facilitation of trade. As a result of these factors, the Company's earnings
history is cyclical and will continue to be so in the future.

The effect on the Company's operations and its ability to withstand the costs
of ongoing and developing healthcare, labeling, OSHA, EPA, taxation and other
governmental regulations is unknown.

SUPPLY AGREEMENTS

The Company has entered into two multi-year reciprocal supply agreements with
other food processing companies. Through these agreements the Company procures
frozen vegetables to meet certain production and inventory requirements. Also,
the Company sells frozen vegetables and fresh mushrooms to the other food
processors.

REVENUES

Net sales and service revenue decreased $178,000 (.3%) and increased $6,454,000
(4.7%) for the three and nine months periods ended November 30, 1996,
respectively, as compared with the same periods of the prior year. Sales volume
decreased 3.1% and increased 6.4% for the three and nine month periods,
respectively. Sales volume and dollars decreased for the three months as
compared to same period of the prior year primarily as the result of decreased
production yields and sales of certain products. Recovery from decreasing
yields is expected during the fourth quarter of fiscal 1997. The increase in
revenues for the nine months is attributable primarily to sales associated with
the Company's Supply Agreements (previously mentioned), distribution gains
resulting from certain of the Company's marketing programs and stronger first
nine months sales volumes for existing customers as compared with the first
nine months of the prior year.

Sales allowances decreased $114,000 (1.2%) for the quarter and increased
$778,000 (3.2%) for the nine months, as compared to the prior year, primarily
due to related changes in gross sales.

COST OF SALES AND SERVICES AND GROSS PROFIT

Gross profit increased $1,530,000 (18.0%) and $1,644,000 (6.6%) for the three
and nine month periods ended November 30, 1996, respectively as compared with
the same periods of the prior year. The gross profit method, at the estimated
annual gross profit rate, is used to determine cost of goods sold in interim
financial statements (See Note 3 - Notes to Financial Statements). Cost of
sales and services decreased $1,708,000 (3.8%) for the quarter and increased
$4,810,000 (4.3%) for the nine months as compared with the same periods of the
prior year, primarily as the result of the 3.1% decrease and 6.4% increase in
respective sales volume change mentioned above.



                                       9


<PAGE>   11

SELLING, ADMINISTRATIVE AND GENERAL EXPENSES

Selling, general administrative expenses decreased $346,000 (4.1%) and $783,000
(3.3%) respectively, for the three and nine month periods ended November 30,
1996, as compared with the same periods of the prior year. Administrative and
general expenses accounted for $373,000 (9.0%) and $706,000 (5.6%) of the
decrease for the three and nine months respectively, primarily as the result of
decreased production incentive compensation related to the Company's mushroom
farms. Storage expenses increased $25,000 (less than 1%) and $234,000 (8.8%)
for the three and nine months respectively. Other expenses decreased $102,000
(2.3%) and $207,000 (11.9%) for the three and nine months, respectively,
primarily as the result of decreased brokerage.

INTEREST EXPENSE

Interest expense - net decreased $199,000 (18.0%) for the quarter and $210,000
(7.9%) for the nine months as compared to the same periods of the prior year,
primarily as the result of borrowings related to fiscal 1996 capital
expenditures, offset in part by decreased borrowings related to lower average
inventories.

MISCELLANEOUS INCOME

Miscellaneous income in the amount of $437,000 for the nine months ended
November 30, 1996 consists of $212,000 to restore the carrying value of certain
property held for disposal to its original cost, based on its current fair
market value. Further, miscellaneous income includes the recognition of a claim
in the amount of $167,000 and net gains on the sale of plant, property and
equipment.

TAXES ON INCOME

Taxes on income for the three and nine months ended November 30, 1996 and 1995
consist of current and deferred taxes provided at the estimated effective
federal and state tax rates expected to be recognized for the respective
periods.



                                      10


<PAGE>   12



                          PART II - OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

              (a)  Exhibits - 

                     11    Computation of earnings per common share.

                     27    Financial Data Schedule (for SEC use only)

              (b)  Reports on Form 8-K - There were no reports
                   on Form 8-K filed for during the three
                   months ended November 30, 1996.




                                   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 thereunto duly authorized.

                                      UNITED FOODS, INC.


Date:  January 13, 1997               By    s/n Carl W. Gruenewald, II
       ----------------                     ---------------------------------
                                            C. W. Gruenewald, II
                                            Senior Vice President,
                                            Chief Financial Officer & Treasurer

















                                      11