<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 MAY 31, 1997
                                       OR
    [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM TO ________ 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 July 14, 1997, 2,616,075 shares of Class A Common Stock and 4,193,854
shares of Class B Common Stock of United Foods, Inc. were outstanding.


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


                                       1



<PAGE>   2

                                      INDEX

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

       Item 1:    Financial Statements:

                     Balance Sheets                                          3-4

                     Statements of Operations                                  5

                     Statements of Cash Flows                                6-7

                     Notes to Financial Statements                           8-9

       Item 2:    Management's Discussion and Analysis of
                  Financial Condition and Results of Operations            10-12

     Part II:     Other Information and Signatures                            13

     Exhibit A -  Computation of Earnings Per Common Share                    14
</TABLE>






                                       2
<PAGE>   3


                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                               UNITED FOODS, INC.
                                 BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                         MAY 31,       FEBRUARY 28,
                                                          1997             1997
                                                        ---------      ------------
                                                        Unaudited
                                                        ---------
<S>                                                     <C>             <C>
ASSETS

Current Assets:
   Cash                                                 $   8,875       $   3,772
   Accounts Receivable                                     16,217          17,533
   Inventories (Note 3)                                    37,633          36,694
   Prepaid Expenses and Miscellaneous                       2,286           3,871
   Deferred Income Taxes (Note 5)                           1,255           1,255
                                                        ---------       ---------
       Total Current Assets                                66,266          63,125
                                                        ---------       ---------

Property and Equipment:
   Land and Land Improvements                               9,448           8,846
   Buildings and Leasehold Improvements                    21,060          21,060
   Machinery, Equipment and Improvements                   92,184          91,942
                                                        ---------       ---------
                                                          122,692         121,848

   Less Accumulated Depreciation                          (68,719)        (67,210)
                                                        ---------       ---------

       Net Property and Equipment                          53,973          54,638
                                                        ---------       ---------

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

         Total Assets                                   $ 121,584       $ 119,108
                                                        =========       =========
</TABLE>









See accompanying notes to financial statements.



                                       3
<PAGE>   4




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


<TABLE>
<CAPTION>
                                                         MAY 31,       FEBRUARY 28,
                                                          1997             1997
                                                        ---------      ------------
                                                        Unaudited
                                                        ---------
<S>                                                     <C>             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts Payable                                     $  14,354       $  11,982
   Accruals                                                 5,939           5,305
   Income Taxes Payable  (Note 5)                             290             328
   Current Maturities of Long-term Debt                     4,777           4,772
                                                        ---------       ---------
         Total Current Liabilities                         25,360          22,387

Long-term Debt, Less Current Maturities                    35,347          36,244

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

         Total Liabilities                                 65,728          63,652
                                                        ---------       ---------

Stockholders' Equity:
   Common Stock, Class A (Notes 6 and 7)                    5,116           5,116
   Common Stock, Class B, Convertible (Notes 6 and 7)       5,694           5,694
   Additional Paid-in Capital                               2,463           2,463
   Retained Earnings                                       42,583          42,183
                                                        ---------       ---------

         Total Stockholders' Equity                        55,856          55,456
                                                        ---------       ---------

         Total Liabilities and Stockholders' Equity     $ 121,584       $ 119,108
                                                        =========       =========
</TABLE>









See accompanying notes to financial statements.




                                       4
<PAGE>   5


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

<TABLE>
<CAPTION>
                                                                    FOR THE THREE
                                                                  MONTHS ENDED MAY 31,
                                                              -------------------------- 
                                                                 1997             1996
                                                              ----------      ----------
<S>                                                           <C>             <C>
Gross Sales and Services Less Discounts, Returns and
   and Allowances                                             $   46,963      $   48,708

Costs of Sales and Services (Note 3)                              38,085          39,841
                                                              ----------      ----------

   Gross Profit                                                    8,878           8,867

Selling, Administrative and General Expenses                       7,408           8,047
                                                              ----------      ----------

   Operating Income                                                1,470             820
                                                              ----------      ----------

Interest Income (Expense) - Net                                     (861)         (1,064)

Miscellaneous Income (Expense) - Net (Note 4)                         41             403
                                                              ----------      ----------

   Total Other Income and (Expense)                                 (820)           (661)
                                                              ----------      ----------

   Income Before Taxes on Income                                     650             159

Taxes on Income (Note 5)                                             250              61
                                                              ----------      ----------

   Net Income                                                 $      400      $       98
                                                              ==========      ==========

Weighted Average Common Share and Common Share Equivalents    10,809,929      11,116,214
                                                              ==========      ==========

Earnings Per Common Share and Common
   Share Equivalents (Note 7)                                 $      .04      $      .01
                                                              ==========      ==========

Cash Dividends Per Common Share:
   Class A                                                    $   -0-         $    -0-
   Class B                                                    $   -0-         $    -0-

</TABLE>




See accompanying notes to financial statements.




                                       5
<PAGE>   6




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

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              FOR THE THREE
                                                            MONTHS ENDED MAY 31,
                                                           ---------------------
                                                            1997           1996
                                                           -------       -------
<S>                                                        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                              $   400       $    98
   Adjustments to reconcile net income to net cash
     provided by operations:
     Depreciation and amortization                           1,852         1,974
     Provision for losses on accounts receivable                43            42
     (Gain) on disposal of property and equipment              (41)          (21)
     Adjustments to property held for disposal                --            (212)
     Deferred income taxes                                    --             (72)
     Change in assets and liabilities:
       Accounts and notes receivable                         1,273        (1,040)
       Inventories                                            (939)        5,064
       Prepaid expenses and miscellaneous                    1,585         1,142
       Other assets                                           --              62
       Accounts payable and accruals                         2,992           459
       Income taxes                                            (38)          (19)
                                                           -------       -------
     Net cash provided by operations                         7,127         7,477
                                                           -------       -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                     (1,215)         (491)
   Proceeds from sale of other property and equipment           83           419
                                                           -------       -------
     Net cash used by investing activities                  (1,132)          (72)
                                                           -------       -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term borrowings                          238          --
   Payments of long-term debt                               (1,130)       (7,231)
                                                           -------       -------
     Net cash used by financing activities                    (892)       (7,231)
                                                           -------       -------

NET INCREASE IN CASH FOR THE PERIOD                          5,103           174

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

CASH AND CASH EQUIVALENTS, end of period                   $ 8,875       $ 1,203
                                                           =======       =======

</TABLE>



See accompanying notes to financial statements.



                                       6
<PAGE>   7


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

                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   FOR THE THREE
                                                                 MONTHS ENDED MAY 31,
                                                                 --------------------
                                                                   1997       1996
                                                                   ----      ------
<S>                                                                <C>       <C> 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:
   Cash paid during the three months for:
     Interest                                                      $871      $1,205
     Income taxes                                                  $142      $  214

NON-CASH INVESTING AND FINANCING ACTIVITIES:
   Capital expenditures of $14, $0, $35 and $160 are included
   in accounts payable at May 31, 1997, February 28, 1997,
   May 31, 1996 and February 29, 1996, respectively
</TABLE>














See accompanying notes to financial statements.



                                       7
<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 May 31,
     1997 and its results of operations and cash flows for the three months
     ended May 31, 1997 and 1996.

2.   The results of operations for the three months ended May 31, 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>
                                       MAY 31, 1997     FEBRUARY 28, 1997
                                       ------------     -----------------
     <S>                                <C>                <C>
     Finished products                  $30,247,000        $30,807,000
     Raw materials                        2,651,000          2,525,000
     Growing crops                        3,585,000          2,111,000
     Merchandise and supplies             1,150,000          1,251,000
                                        -----------        -----------

                                        $37,633,000        $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 for the three months ended May 31, 1996 includes the
     recognition of a claim in the amount of $167,000 and $212,000 to restore
     the carrying value of property held for disposal to its original cost,
     based on its current estimated fair value.

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 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

     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 is offering 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 $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.

7.   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 months ended May 31, 1997 and May 31, 1996. The assumed
     exercise of common stock options does not materially dilute earnings per
     share for the three months ended May 31, 1996. 


                                       8

<PAGE>   9

     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 May 31,
     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 months ended May 31, 1997, estimated
Basic EPS and Diluted EPS would have been $.04.




                                       9
<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 May 31, 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 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
$18,000,000 and $3,000,000 revolving credit facilities currently mature in
fiscal 2001 and 2000, respectively. 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 $7,127,000 during the three months ended May 31,
1997 and $7,477,000 during the same period of the prior year. The decrease in
inventories for the three months ended May 31, 1996, which provided cash of
$5,064,000, resulted primarily from weather related shortages and delays related
to the vegetable pack in addition to an increase in inventory that occurred for
the year ended at February 29, 1996. A similar inventory increase did not recur
at February 28, 1997. Changes in accounts receivable and accounts payable and
accruals result primarily from normal timing factors associated with sales and
cash receipts and disbursements.

Investing activities used cash of $1,132,000 for the three months ended May 31,
1997 compared with cash used of $72,000 during the same period of the prior
year, primarily as the result of increased capital expenditures.

Financing activities used cash of $892,000 for the three months ended May 31,
1997. The decrease in long-term debt for the three months ended May 31, 1996
resulted from decreased inventories and capital expenditures previously
mentioned.

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.
One 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 is
offering 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 for $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 $10,000,000, was funded with
borrowings from the Company's revolving credit facilities. (See Note 6 - Notes
to Financial Statements.)

Working capital at May 31, 1997 was $40,906,000, and was $40,738,000 at February
28, 1997.

The Company's ratio of debt to equity increased to 1.18 to 1 at May 31, 1997
from 1.15 to 1 at February 28, 1997.

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 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.



                                       10
<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 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 is facing the 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 processed at the Company's Tennessee and
California facilities to the other food processors.

REVENUES

Net sales and service revenue decreased $1,745,000 (3.6%); sales volume
decreased 3.2% and the average per pound selling price increased .2% for the
quarter ended May 31, 1997, compared with the same period of the prior year. The
decrease in sales volume is attributable primarily to competitive market
conditions. Sales allowances increased $48,000 (.6%), despite the decrease in
sales volume, primarily as the result of extremely competitive market
conditions. The competitive market conditions are expected to continue.

COST OF SALES AND SERVICES

Gross profit increased $11,000 (.1%) for the quarter ended May 31, 1997 as
compared with the same period of the prior year and the gross margin increased
to 18.9% from 18.2%. The increase in gross margin results primarily from
improved processing costs and a favorable change in the sales mix between the
Company's sales programs. The gross profit method, at the estimated annual gross
profit rate is used to determine frozen vegetable cost of goods sold in interim
financial statements (See Note 3 - Notes to Financial Statements). Cost of sales
and services decreased $1,756,000 (4.4%) for the three months ended May 31, 1997
as compared with the same period of the prior year, primarily as the result of
the decrease in sales volume and the improved processing costs and change in
sales mix previously mentioned.

SELLING, ADMINISTRATIVE AND GENERAL EXPENSES

Selling, general and administrative expenses decreased $639,000 (7.9%) for the
quarter compared with the same period of the prior year. Brokerage, advertising
and other direct selling expenses decreased $332,000 (22.0%) primarily as the
result of decreased sales volume and lower label development cost.
Administrative and general selling expenses decreased $255,000 (6.2%) primarily
as the result of rationalization of the Company's administrative functions.
Production incentive expense at the Company's mushroom farms decreased $79,000
(39.7%). Other incentive compensation expense increased $27,000 (22.5%).



                                       11

<PAGE>   12

INTEREST EXPENSE

Interest expense - net decreased $203,000 (19.1%) for the quarter ended May 31,
1997, as compared with the prior year, primarily as the result of lower average
borrowings.

MISCELLANEOUS INCOME

Miscellaneous income in the amount of $403,000 for the three months ended May
31, 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.

TAXES ON INCOME

Taxes on income for the three months ended May 31, 1997 and 1996 consist of
current and deferred taxes provided at the estimated effective federal and state
tax rates expected to be recognized for the respective periods. (See Note 5 -
Notes to Financial Statements.)

RECENT ACCOUNTING PRONOUNCEMENT

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 months ended May 31, 1997, estimated
Basic EPS and Diluted EPS would have been $.04.




                                       12
<PAGE>   13



                           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 
                       May 31, 1997.











                                   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:  July 14, 1997                    By:  S/N Carl W. Gruenewald, II
       ------------------                    -----------------------------------
                                             C. W. Gruenewald, II
                                             Senior Vice President,
                                             Chief Financial Officer & Treasurer





                                       13