<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, 1997
                                       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 9, 1998, 2,616,139 shares of Class A Common Stock and 4,193,790
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                           7-8

       Item 2:    Management's Discussion and Analysis of
                  Financial Condition and Results of Operations             9-12

     Part II:     Other Information and Signatures

       Item 6:    Exhibits and Reports on Form 8-K                            13

                  Signatures                                                  14
</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 28,
                                                   1997            1997
                                               ------------    -----------
                                                Unaudited
                                               ------------
<S>                                            <C>              <C>
ASSETS

Current Assets:
   Cash                                         $    708         $  3,772
   Accounts Receivable, Net                       19,873           17,533
   Inventories (Note 3)                           48,926           36,694
   Prepaid Expenses and Miscellaneous              2,181            3,871
   Deferred Income Taxes (Note 5)                  1,278            1,255
                                                --------         --------
       Total Current Assets                       72,966           63,125
                                                --------         --------

Property and Equipment:
   Land and Land Improvements                      9,729            8,846
   Buildings and Leasehold Improvements           21,114           21,060
   Machinery, Equipment and Improvements          94,500           91,942
                                                --------         --------
                                                 125,343          121,848

   Less Accumulated Depreciation                 (72,415)         (67,210)
                                                --------         --------

       Net Property and Equipment                 52,928           54,638
                                                --------         --------

Other Assets                                       1,363            1,345
                                                --------         --------

         Total Assets                           $127,257         $119,108
                                                ========         ========
</TABLE>



See accompanying notes to financial statements.




                                       2
<PAGE>   4



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

<TABLE>
<CAPTION>
                                                      NOVEMBER 30,     FEBRUARY 28,
                                                         1997             1997
                                                      ------------     ------------
                                                       Unaudited
                                                      ------------
<S>                                                   <C>              <C>

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts Payable                                      $ 25,722       $ 11,982
   Accruals                                                 8,462          5,305
   Income Taxes Payable  (Note 5)                              21            328
   Current Maturities of Long-term Debt                     4,563          4,772
                                                         --------       --------
         Total Current Liabilities                         38,768         22,387

Long-term Debt, Less Current Maturities (Note 7)           39,285         36,244

Deferred Income Taxes (Note 5)                              4,356          5,021
                                                         --------       --------

         Total Liabilities                                 82,409         63,652
                                                         --------       --------

Stockholders' Equity:
   Common Stock, Class A (Notes 6 and 8)                    5,116          5,116
   Common Stock, Class B, Convertible (Notes 6 and 8)       5,694          5,694
   Additional Paid-in Capital                               2,463          2,463
   Retained Earnings                                       41,742         42,183
                                                         --------       --------
                                                           55,015         55,456

   Less Cost of Treasury Stock (Notes 6 and 8)            (10,167)            --
                                                         --------       --------
         Total Stockholders' Equity                        44,848         55,456
                                                         --------       --------

         Total Liabilities and Stockholders' Equity      $127,257       $119,108
                                                         ========       ========
</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,
                                                     ------------------------    -------------------------
                                                        1997         1996           1997          1996
                                                     ---------     ---------      ---------     ---------
<S>                                                  <C>            <C>           <C>            <C>

Gross Sales and Services Less Discounts, Returns
  and Allowances                                      $51,407       $52,669       $140,949       $144,005

Costs of Sales and Services (Note 3)                   41,978        42,656        115,769        117,306
                                                      -------       -------       --------       --------

  Gross Profit                                          9,429        10,013         25,180         26,699

Selling, Administrative and General Expenses            8,180         8,180         23,078         23,151
                                                      -------       -------       --------       --------

  Operating Income                                      1,249         1,833          2,102          3,548
                                                      -------        ------       --------       --------

Interest Income (Expense) - Net                        (1,084)         (908)        (2,870)        (2,859)

Miscellaneous Income (Expense) - Net (Note 4)              11            --             52            437
                                                      -------       -------       --------       --------

    Total Other Income and (Expense)                   (1,073)         (908)        (2,818)        (2,422)
                                                      -------       -------       --------       --------

  Income (Loss) Before Taxes on Income (Benefit)          176           925           (716)         1,126

Taxes on Income (Benefit) (Note 5)                         68           355           (275)           432
                                                      -------       -------       --------       --------

  Net Income (Loss)                                   $   108       $   570       $   (441)      $    694
                                                      =======       =======       ========       ========

Common Share and Common Share Equivalents
  (Notes 6 and 8)                                       6,810        11,057          8,730         11,098
                                                      =======       =======       ========       ========

EARNINGS (LOSS) PER COMMON SHARE AND COMMON
    SHARE EQUIVALENT (NOTES 6 AND 8)                  $   .02       $   .05       $   (.05)      $    .06
                                                      =======       =======       ========       ========

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,
                                                        -------------------------
                                                           1997           1996
                                                         --------       --------
<S>                                                      <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income (loss)                                     $  (441)        $   694
   Adjustments to reconcile net income to net cash
     provided by operations:
     Depreciation and amortization                         5,551           5,915
     Provision for losses on accounts receivable             132             122
     Gain on disposal of property and equipment              (50)            (55)
     Adjustments to property held for disposal                --            (212)
     Deferred income taxes                                  (688)           (584)
     Change in assets and liabilities:
       Accounts and notes receivable                      (2,594)         (3,940)
       Inventories                                       (12,232)         (8,661)
       Prepaid expenses and miscellaneous                  1,690           1,058
       Other assets                                          (18)            284
       Accounts payable and accruals                      16,865          14,132
       Income taxes                                         (307)            352
                                                         -------         -------
          Net cash provided by operations                  7,908           9,105
                                                         -------         -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                   (3,729)           (675)
   Proceeds from sale of property and equipment               92             552
                                                         -------         -------
     Net cash used by investing activities                (3,637)           (123)
                                                         -------         -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term borrowings                        608              --
   Payments of long-term debt                             (3,512)         (3,085)
   Revolving credit borrowings increase (decrease)         5,736          (5,691)
   Purchase of treasury stock                            (10,167)             --
                                                         -------         -------
     Net cash used by financing activities                (7,335)         (8,776)
                                                         -------         -------

NET INCREASE (DECREASE) IN CASH FOR THE PERIOD            (3,064)            206

CASH AND CASH EQUIVALENTS, beginning of period             3,772           1,029
                                                         -------         -------

CASH AND CASH EQUIVALENTS, end of period                 $   708         $ 1,235
                                                         =======         =======

</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,
                                                      --------------------------
                                                        1997              1996
                                                      --------           -------
<S>                                                  <C>                 <C>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:
   Cash paid during the nine months for:
     Interest                                         $2,446             $3,100
     Income taxes                                       $744               $841

NON-CASH INVESTING AND FINANCING ACTIVITIES: 
   Capital expenditures of $32, $0, $0
   and $160 are included in accounts payable 
   at November 30, 1997, February 28,
   1997, November 30, 1996 and February 29,
   1996, 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 28, 1997.
     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, 1997 and its results of operations for the three and nine months ended
     November 30, 1997 and 1996 and cash flows for the nine months ended
     November 30, 1997 and 1996.

2.   The results of operations for the nine months ended November 30, 1997 and 
     1996 are not necessarily indicative of the results to be expected for the 
     fiscal year.

3.   Inventories are summarized as follows:

<TABLE>
<CAPTION>
                                     NOVEMBER 30, 1997         FEBRUARY 28, 1997
                                     -----------------         -----------------
     <S>                             <C>                       <C>
     Finished products                 $43,472,000                $30,807,000
     Raw materials                       2,369,000                  2,525,000
     Growing crops                       2,464,000                  2,111,000
     Merchandise and supplies              621,000                  1,251,000
                                       -----------                -----------

                                       $48,926,000                $36,694,000
                                       ===========                ===========
</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 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 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.

5.   Taxes on income consist of the current and deferred taxes required to be
     recognized for the periods presented in accordance with the provisions of
     Statement of Financial Accounting Standards No. 109, "Accounting for Income
     Taxes".

6.   Each share of Class B Common Stock 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 stockholders 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.

     On May 19, 1997, the Company initiated a cash tender offer for up to one
     million shares of its Class A and Class B Common Stock at a price of $2.50
     per share. On June 17, 1997, the Company amended the cash tender offer by
     extending the Expiration Date to July 3, 1997 and by increasing the number
     of shares it offered to purchase from 1,000,000 shares of its Class A and
     Class B Common Stock to up to 2,500,000 shares of its Class A Common Stock
     and up to 1,500,000 shares of its Class B Common Stock, each at a price of
     $2.50 per share. A total of approximately 2,641,299 shares of Class A
     Common Stock and 1,720,932 shares of Class B Common Stock were validly
     tendered and not withdrawn in response to the offer, as amended. The
     purchase of shares was prorated in accordance with the terms of the offer,
     as amended, for each class of common stock. The purchase, which totalled
     approximately $10,167,000, including expenses, was funded with borrowings
     from the Company's revolving credit facilities and available cash.




                                       7
<PAGE>   9

7.   As of November 30, 1997, the Company had working capital of $34,198,000,
     which is less than the $35,000,000 minimum required by the debt covenants
     contained in its $3,000,000 revolving credit facility and term note
     payable which has a balance of $4,500,000. Management has received an oral
     commitment from the lender that a waiver of the working capital covenant 
     will be provided for the fiscal quarter ended November 30, 1997. The loan 
     agreements are in the process of being amended to reduce the minimum 
     working capital requirements to $25,000,000 determined on the last day of 
     each fiscal quarter.

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, 1997 and November 30,
     1996. As of February 28, 1997, holders of substantially all of the
     Company's common stock options had agreed not to exercise their options in
     exchange for an agreed upon amount of deferred compensation and, therefore,
     the assumed exercise of the common stock options is not included in the
     computation of common stock equivalents for the three months ended November
     30, 1997.

     In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards No. 128, Earnings per Share ("SFAS 128").
     This statement simplifies the standards for computing earnings per share
     ("EPS") previously found in APB Opinion No. 15, "Earnings per Share", as
     the presentation of primary and fully-diluted EPS is replaced with Basic
     and Diluted EPS. Basic EPS excludes dilution and is computed by dividing
     income available to common stockholders by the weighted average number of
     common shares outstanding for the period. Diluted EPS reflects the
     potential dilution that could occur if securities or other contracts to
     issue common stock were exercised or converted into common stock or
     resulted in the issuance of common stock that then shared in the earnings
     of the entity.

     SFAS 128 is effective for financial statements issued for periods ending
     after December 15, 1997, and applies to entities with publicly-held common
     stock or potential common stock. The Company will adopt SFAS 128 in the
     financial statements issued for the year ending February 28, 1998. If the
     provisions of SFAS 128 had been applied to the three and nine months ended
     November 30, 1997, estimated Basic EPS and Diluted EPS would have been $.02
     and $(.05), respectively.





                                       8
<PAGE>   10




                  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, 1997, the Company's revolving credit
facilities totaled $21,000,000, all of which was available. The Company's
sources of liquidity are expected to meet adequately 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 Company's $18,000,000 and $3,000,000 revolving credit
facilities currently mature in fiscal 2001. One-year extensions of maturity
dates of the revolving credit facilities are expected to 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 $7,908,000 during the nine months ended November
30, 1997 and $9,105,000 during the same period of the prior year. Inventory
increases used cash of $12,232,000 during the nine months ended November 30,
1997, compared with cash used of $8,661,000 during the same period of the prior
year. The inventory increases result primarily from the Company's raw vegetable
packs and deliveries of frozen finished product under the reciprocal supply
agreements, further described under "Supply Agreements", which occur primarily
during the Company's second and third fiscal quarters. The effect on operating
cash flow of the inventory increases during the nine months ended November 30,
1997 and 1996 was mitigated by an increase in accounts payable that resulted
primarily from the increase in inventories.

Investing activities used cash of $3,637,000 for the nine months ended November
30, 1997 compared with cash used of $123,000 during the same period of the prior
year, primarily as the result of increased capital expenditures.

Financing activities used cash of $7,335,000 for the nine months ended November
30, 1997 compared with cash used of $8,776,000 during the same period of the
prior year. On May 19, 1997, the Company initiated a cash tender offer for up to
1 million shares of its Class A and Class B Common Stock at a price of $2.50 per
share. On June 17, 1997, the Company amended the cash tender offer by extending
the Expiration Date to July 3, 1997 and by increasing the number of shares it
offered to purchase from 1,000,000 shares of its Class A and Class B Common
Stock to up to 2,500,000 shares of its Class A Common Stock and up to 1,500,000
shares of its Class B Common Stock, each at a price of $2.50 per share. A total
of approximately 2,641,299 shares of Class A Common Stock and approximately
1,720,932 shares of Class B Common Stock were validly tendered and not withdrawn
in response to the offer, as amended. The purchases of shares was prorated in
accordance with the terms of the offer, as amended, for each class of common
stock. The purchase, which totaled approximately $10,167,000, including
expenses, was funded with borrowings from the Company's revolving credit
facilities and available cash. Cash provided by operations was used to reduce
borrowings under the Company's revolving credit agreements for the nine months
ended November 30, 1996.

Working capital at November 30, 1997 was $34,198,000, and was $40,738,000 at
February 28, 1997. The reduction results primarily from the decrease in cash
from $3,772,000 at February 28, 1997 to $708,000 at November 30, 1997, primarily
as the result of the stock purchase previously mentioned.

The Company's ratio of debt to equity increased to 1.84 to 1 at November 30,
1997 from 1.15 to 1 at February 28, 1997, primarily as the result of the stock
purchase and the increase in accounts payable previously mentioned.

CAPITAL EXPENDITURES

Capital expenditures for fiscal 1998 are estimated to be approximately
$4,500,000 which is approximately $3,000,000 less than depreciation expense
projected for fiscal 1998. Capital expenditures are expected to be for
additional storage capacity and 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.




                                       9
<PAGE>   11


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, 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 historically 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. The
Company anticipates that these conditions 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.

This report may include certain forward-looking information that is based upon
management's beliefs as well as upon assumptions made by and data currently
available to management. This information, which has been, or in the future may
be, included in reliance on the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, is subject to a number of risks and
uncertainties, including but not limited to the factors discussed above. Actual
results may differ materially from those anticipated in any such forward-looking
statements. The Company disclaims any obligation to update any information
contained herein.

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 $1,262,000 (2.4%) and $3,056,000 (2.1%)
for the three and nine month periods ended November 30, 1997, respectively, as
compared with the same periods of the prior year. Sales volume increased .1% and
 .3% for the three and nine month periods, respectively. The average selling
price per pound increased .5% for the quarter and decreased .2% for the nine
months ended November 30, 1997, as compared with the same period of the prior
year. Sales allowances increased $1,838,000 (19.9%) for the quarter and
$3,631,000 (14.6%) for the nine months, as compared with the same period of the
prior year. The increase in sales allowances for the quarter and year-to-date
resulted primarily from increased promotional allowances resulting from
competitive market conditions and the Company's efforts in obtaining additional
distribution.

COST OF SALES AND SERVICES AND GROSS PROFIT

Gross profit decreased $584,000 (5.8%) and $1,519,000 (5.7%) for the three and
nine month periods ended November 30, 1997, respectively, as compared with the
same periods of the prior year. The gross margin decreased from 19.0% to 18.3%
and from 18.5% to 17.9% for the quarter and nine months, respectively. The
effect of higher promotional allowances, previously mentioned, on gross profit
and on the gross margin was partially mitigated by lower unit production costs
for the quarter and year-to-date periods. The gross profit method, at the
estimated annual gross profit rate, is used to determine cost of 



                                       10
<PAGE>   12

goods sold in interim financial statements (See Note 3 - Notes to Financial
Statements). Cost of sales and services decreased $678,000 (1.6%) for the
quarter and decreased $1,537,000 (1.3%) for the nine months as compared with the
same periods of the prior year, primarily as the result of the sales volume
changes previously mentioned, offset by lower average unit production costs for
the quarter and year-to-date periods.

SELLING, ADMINISTRATIVE AND GENERAL EXPENSES

Selling, general administrative expenses decreased $73,000 (.3%) for the nine
months ended November 30, 1997, and were substantially unchanged for the
quarter, as compared with the same periods of the prior year.

INTEREST EXPENSE

Interest expense - net increased $176,000 (19.4%) for the quarter and $11,000
(.4%) for the nine months as compared to the same periods of the prior year. The
increase during the three months ended November 30, 1997 resulted primarily from
higher average borrowings resulting from the stock purchase previously
mentioned.

MISCELLANEOUS INCOME

Miscellaneous income in the amount of $437,000 for the nine months ended
November 30, 1996 consisted of $212,000 to restore the carrying value of certain
property held for disposal to its original cost, based on its 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, 1997 and 1996
consisted of current and deferred taxes provided at the estimated effective
federal and state tax rates expected to be recognized for the respective
periods.

YEAR 2000 ISSUES

The Company has conducted a review of its computer systems to identify those
which could be adversely affected by the "Year 2000" issue and is currently
reprogramming those systems using existing internal resources. Management
presently believes that these changes will be made in a timely manner and that
the Year 2000 problem will not pose significant operational problems for the
Company. Moreover, management does not expect the reprogramming costs will have
a material effect on the Company's financial condition, liquidity, or results of
operations. Additionally, it is presently management's understanding that the
significant third parties with whom the Company deals will be Year 2000
compliant in a timely manner and, therefore, it is not anticipated that this
issue will have an effect on the Company's operations or financial position.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share ("SFAS 128"). This
statement simplifies the standards for computing earnings per share ("EPS")
previously found in APB Opinion No. 15, "Earnings per Share", as the
presentation of primary and fully-diluted EPS is replaced with Basic and Diluted
EPS. Basic EPS excludes dilution and is computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity.

SFAS 128 is effective for financial statements issued for periods ending after
December 15, 1997, and applies to entities with publicly-held common stock or
potential common stock. The Company will adopt SFAS 128 in the financial
statements issued for the year ending February 28, 1998. If the provisions of
SFAS 128 had been applied to the three and nine months ended November 30, 1997,
estimated Basic EPS and Diluted EPS would have been $.02 and $(.05),
respectively.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS
130"), which establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income is defined
to include all changes in equity except



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<PAGE>   13

those resulting from investments by owners and distributions to owners. Among
other disclosures, SFAS 130 requires that all items that are required to be
recognized under current accounting standards as components of comprehensive
income be reported in a financial statement that is displayed with the same
prominence as other financial statements.

Also, in June 1997, the Financial Accounting Standards Board issued SFAS 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS
131"), which supersedes SFAS No. 14, Financial Reporting for Segments of a
Business Enterprise. SFAS 131 establishes standards for the way that public
companies report information about operating segments in annual financial
statements and requires reporting of selected information about operating
segments in interim financial statements issued to the public. It also
establishes standards for disclosures regarding products and services,
geographic areas and major customers. SFAS 131 defines operating segments as
components of a company about which separate financial information is available
that is evaluated by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.

SFAS 130 and SFAS 131 are effective for financial statements for periods
beginning after December 15, 1997 and require comparative information for
earlier years to be restated. Because of the recent issuance of these standards,
management has been unable to evaluate fully the impact, if any, these standards
may have on future financial statement disclosures. Results of operations and
financial position, however, will be unaffected by implementation of these
standards.




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<PAGE>   14





                           PART II - OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) - EXHIBITS

See Exhibit Table.

(b) - REPORTS ON FORM 8-K

There were no reports on Form 8-K filed during the three months ended November
30, 1997.





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<PAGE>   15





                                   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 14, 1998                  By /s/ Carl W. Gruenewald, II
       --------------------                 ----------------------------------
                                            Carl W. Gruenewald, II
                                            Senior Vice President,
                                            Chief Financial Officer & Treasurer







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<PAGE>   16



                               UNITED FOODS, INC.

                                 EXHIBITS TABLE

EXHIBIT                              EXHIBIT
NUMBER                             DESCRIPTION                              PAGE
-------   -----------------------------------------------------------       ----
[S]       [C]                                                               [C]
  11      Computation of earnings per share.                                 16
  27      Financial Data Schedule (For SEC use only).





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