U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

 X       Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934 for the quarterly period ended June 27, 1998

___      Transition report under Section 13 or 15(d) of the Exchange Act for
         the transition period from         to

Commission file number:  1-9009


                               Tofutti Brands Inc.
                               -------------------
      (Exact Name of Small Business Issuer as Specified in Its Charter)

                  Delaware                        13-3094658
                  --------                        ----------
         (State of Incorporation)             (I.R.S. Employer
                                              Identification No.)


                  50 Jackson Drive, Cranford, New Jersey 07016
                    (Address of Principal Executive Offices)
                    ----------------------------------------

                                 (908) 272-2400
                                 --------------
                (Issuer's Telephone Number, Including Area Code)


              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 __

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     As of July 29, 1998 the Issuer had 6,183,567  shares of Common  Stock,  par
value $.01, outstanding.

           Transitional Small Business Disclosure Format (check one):

                                    Yes __   No X




<PAGE>



                               TOFUTTI BRANDS INC.

                                      INDEX


                                                                         Page
                                                                         ----

Part I - Financial Information:

               Condensed Balance Sheets - June 27, 1998
                 (Unaudited) and December 27, 1997                        3

               Condensed Statements of Operations -
                 (Unaudited) - Thirteen and twenty-six
                 week periods ended June 27, 1998 and
                 thirteen and twenty-six week periods ended
                 June 28, 1997                                            4

               Condensed  Statements  of Cash Flows - 
                 (Unaudited) - Twenty-six week period 
                 ended June 27, 1998 and  
                 twenty-six week period ended
                 June 28, 1997                                            5

               Notes to Condensed Financial Statements -
                 (Unaudited)                                              6

               Management's Discussion and Analysis of
                 Financial Condition and Results of
                 Operations                                             7-10


Part II - Other Information:

               Item 4.  Submission of Matters to a Vote
                          of Shareholders                                 11

               Item 6.  Exhibits and Reports on Form 8-K                  12

               Signatures                                                 13



                                        2

<PAGE>



                               TOFUTTI BRANDS INC.
                            Condensed Balance Sheets
                                   (Unaudited)
                                 (000's omitted)

                                                        June 27,    December 27,
                                                         1998           1997
                                                         ----           ----
Assets

Current assets:
  Cash and cash equivalents                             $  221             54
  Accounts receivable (net of allowance
    for doubtful accounts of
    $488 in 1998 and $458 in 1997)                       1,070            919
  Inventories (Note 2)                                     552            541
  Prepaid expenses                                           1              7
  Deferred income taxes                                    260            276
                                                         -----          -----
             Total current assets                        2,104          1,797

Deferred income taxes                                      190            174

Other assets                                                97             97
                                                        ------          -----

             Total assets                               $2,391          2,068
                                                        ======          =====

Liabilities and Stockholders' Equity

Current liabilities:
  Notes payable - current portion                       $   18             17
  Accounts payable                                         351             94
  Accrued expenses                                          58            194
  Income taxes payable                                      34             14
                                                           ---          -----
              Total current liabilities                    461            319

Note payable                                                39             49
                                                           ---          -----
              Total liabilities                            500            368

Stockholders' equity:
  Preferred stock                                            -              -
  Common stock                                              62             62
  Paid-in capital                                        3,631          3,631
  Accumulated deficit                                   (1,802)        (1,993)
                                                        -------        ------

    Total stockholders' equity                           1,891          1,700
                                                        ------         ------

    Total liabilities and stockholders'
      equity                                            $2,391          2,068
                                                        ======         ======

            See accompanying notes to condensed financial statements.



                                        3

<PAGE>



                               TOFUTTI BRANDS INC.
                       Condensed Statements of Operations
                                   (Unaudited)
                                 (000's omitted)



<TABLE>
<CAPTION>
                                                     Thirteen           Thirteen            Twenty-Six            Twenty-Six
                                                       weeks              weeks                 weeks                 weeks
                                                       ended              ended                 ended                 ended
                                                      6/27/98            6/28/97              6/27/98               6/28/97
                                                      -------            -------              -------               -------

<S>                                                    <C>                 <C>                   <C>                   <C>  
Net sales                                              $2,324              2,013                 4,075                 3,537
Cost of sales                                           1,558              1,332                 2,628                 2,304
                                                        -----              -----                 -----                ------
     Gross profit                                         766                681                 1,447                 1,233
                                                          ---               ----                 -----                ------

Operating expenses:
  Selling                                                 281                229                   505                   402
  Marketing and sales promotion                            35                 51                    99                    95
  Research and development                                 82                 55                   164                   113
  General and administrative                              258                232                   460                   402
                                                          ---              -----                   ---                 -----

                                                          656                567                 1,228                 1,012
                                                          ---              -----                 -----                 -----

     Operating income                                     110                114                   219                   221

Interest expense                                            2                  1                     6                     5
                                                          ---               ----                   ---                  ----
     Income before income
       taxes                                              108                113                   213                   216

Income taxes                                               11                  -                    22                     -
                                                          ---               ----                   ---                  ----

Net income                                               $ 97                113                   191                   216
                                                         ====               ====                  ====                  ====

Net income per share:
     Basic                                               $.02                .02                   .03                   .04
     Diluted                                             $.01                .02                   .03                   .04

Weighted average number of 
  shares outstanding:
     Basic                                              6,184              6,054                 6,184                 6,054
     Diluted                                            6,752              6,185                 6,717                 6,120


</TABLE>



            See accompanying notes to condensed financial statements.



                                        4

<PAGE>



                               TOFUTTI BRANDS INC.
                       Condensed Statements of Cash Flows
                                   (Unaudited)
                                 (000's omitted)

                                                    Twenty-six        Twenty-six
                                                      weeks             weeks
                                                      ended             ended
                                                     6/27/98           6/28/97
                                                     -------           -------

Cash flows from operating
  activities, net                                     $167                8

Cash flows from investing activities                     -                -


Cash flows from financing activities                     -                -
                                                       ---              ---
     Net increase in cash and
       cash equivalents                                167                8

Cash and cash equivalents
  at beginning of period                                54               11
                                                       ---              ---

Cash and cash equivalents
  at end of period                                    $221               19
                                                     =====             ====

Supplemental  disclosures of cash flow 
  information:  
  Cash paid during the period for:
          Interest                                   $  6                 5
          Income Taxes                                  -                 -














            See accompanying notes to condensed financial statements.



                                        5

<PAGE>



                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                                   (Unaudited)
                                 (000's omitted)

(1)  Basis of Presentation

     The accompanying financial information is unaudited, but, in the opinion of
     management, reflects all adjustments (which include only normally recurring
     adjustments)  necessary to present fairly the Company's financial position,
     operating  results  and  cash  flows  for the  periods  presented.  Certain
     information  and  footnote   disclosures  normally  included  in  financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have  been  condensed  or  omitted  pursuant  to the  rules and
     regulations  of the  Securities  and  Exchange  Commission.  The  financial
     information  should  be read in  conjunction  with  the  audited  financial
     statements  and notes thereto for the year ended December 28, 1997 included
     in the Company's Annual Report on Form 10-KSB filed with the Securities and
     Exchange  Commission.  The  results  of  operations  for the  thirteen  and
     twenty-six  week  periods  ended  June 27,  1998 and June 28,  1997 are not
     necessarily indicative of the results to be expected for the full year.

     Certain  reclassifications  have been made to the December 27, 1997 balance
     sheet to conform to the June 27, 1998 presentaton.

(2)  Inventories

     The composition of inventories is as follows:

                                                       June 27,         Dec. 27,
                                                         1998            1997
                                                         ----            ----
          Raw materials and packaging
            supplies                                    $196              199
          Finished goods                                 356              342
                                                         ---             ----
                                                        $552              541
                                                        ====             ====

(3)   Earnings Per Share

Basic  earnings per common share has been computed by dividing net income by the
weighted  average  number of common  shares  outstanding.  Diluted  earnings per
common share has been  computed by dividing  net income by the weighted  average
number of common  shares  outstanding,  including  the dilutive  effect of stock
options.

                                        6

<PAGE>



                               TOFUTTI BRANDS INC.

                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  position and  operating
results  during the periods  included in the  accompanying  condensed  financial
statements.

The discussion and analysis which follows in this Quarterly  Report and in other
reports and documents of the Company and oral  statements  made on behalf of the
Company by its  management  and  others may  contain  trend  analysis  and other
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934 which reflect the  Company's  current views with respect to
future events and financial  results.  These  include  statements  regarding the
Company's  earnings,  projected growth and forecasts,  and similar matters which
are not historical facts. The Company reminds  stockholders that forward-looking
statements  are merely  predictions  and  therefore  are  inherently  subject to
uncertainties  and other  factors  which could cause the actual future events or
results  to  differ  materially  from  those  described  in the  forward-looking
statements.  These uncertainties and other factors include,  among other things,
business conditions and growth in the food industry and general economies,  both
domestic and  international;  lower than expected  customer orders;  competitive
factors;   changes  in  product  mix  or  distribution  channels;  and  resource
constraints   encountered  in  developing  new  products.   The  forward-looking
statements contained in this Quarterly Report and made elsewhere by or on behalf
of the Company should be considered in light of these factors.

Results of Operations

Thirteen Weeks Ended June 27, 1998 Compared with Thirteen Weeks
Ended June 28, 1997

Net sales for the  thirteen  weeks  ended  June 27,  1998  were  $2,324,000,  an
increase of $311,000 or 15% from the sales level realized for the thirteen weeks
ended June 28, 1997. In the 1998 period, sales of hard pack Tofutti increased by
$162,000,  while food product  sales  increased by $149,000.  As a result of the
increase in sales, the Company's gross profit for the current quarter  increased
by $85,000, while its gross profit percentage decreased slightly to 33% compared
to 34% for the same period last


                                  
                                        7

<PAGE>



year. This decline in gross profit percentage was a result of increased expenses
associated with the introduction of new products.

The Company  anticipates  a  continuing  increase in sales  during the third and
fourth  quarters  of the  current  fiscal  year due to the  introduction  of new
products and expanded  distribution.  Such  increases are dependent  upon market
acceptance of these products,  for which no assurance can be given.  The Company
expects its gross profit percentage to continue to be adversely  affected by the
introduction of its new products.

Selling  expenses  increased to $281,000 for the current fiscal quarter compared
with $229,000 for the comparable period in 1997. This increase was due primarily
to higher outside warehouse rental,  freight and commission  expenses associated
with the higher sales level in 1998.  Marketing and sales promotion decreased to
$35,000 in the 1998 period from  $51,000 in 1997 due  primarily to a decrease in
spending for artwork and plates for new product  package  designs and a decrease
in point-of-sale materials.

Research and development costs increased to $82,000 for the thirteen weeks ended
June 27,  1998  compared to $55,000 for the  comparable  period last year.  This
increase was due to the hiring of two additional persons and additional research
and  development  expenses  associated  with the Company's  new products.  These
additional  expenses consist mainly of start-up costs incurred at new co-packing
facilities,  including  additional Kosher supervision costs.  Management expects
that  research  and  development  costs will  continue at the same level for the
remainder of the year.

General  and  administrative  expenses  were  $258,000  for the  current  period
compared with $232,000 for the  comparable  period in 1997,  due primarily to an
increase in payroll costs and public relations expense.


Twenty-Six Weeks Ended June 27, 1998 Compared with Twenty-Six Weeks
Ended June 28, 1997

Net sales for the  twenty-six  weeks  ended June 27,  1998 were  $4,075,000,  an
increase of $538,000 or 15% from the sales  level  realized  for the  twenty-six
weeks  ended  June 28,  1997.  In the 1998  period  sales of hard  pack  Tofutti
increased by  $332,000,  while food product  sales  increased by $206,000.  As a
result of the  increase in sales,  the  Company's  gross  profit for the current
period increased by $214,000, while its gross profit percentage increased



                                        8

<PAGE>



slightly to 36% as compared to 35% for the same period last year.  The  increase
in gross profit  percentage was  principally due to the increase in sales of the
Company's  frozen dessert  products.  The Company  obtains a higher gross profit
percentage on frozen dessert products than on food products.

Selling expenses increased by $103,000 to $505,000 for the current fiscal period
compared with $402,000 for the  comparable  period last year.  This increase was
due  primarily  to higher  outside  warehouse  rental,  freight  and  commission
expenses  associated  with the higher sales level in 1998.  Marketing  and sales
promotion  expenses  increased  slightly to $98,000  from  $95,000 in 1997.  The
Company is not currently engaged in any major marketing programs.

Research and development  expenses were $164,000 for the twenty-six  weeks ended
June 27,  1998  compared  with  $113,000  for the  comparable  period last year,
reflecting an increase in related research and development costs incurred in the
development of the Company's new products.

General  and  administrative  expenses  were  $460,000  for the  current  period
compared with $402,000 for the  comparable  period in 1997,  due primarily to an
increase in payroll costs and public relations expense.


Liquidity and Capital Resources

The Company's  working  capital was  $1,643,000 at June 27, 1998, an increase of
$165,000 from December 27, 1997. Accounts receivable  increased to $1,070,000 at
June 27, 1998, an increase of $151,000 from  December 27, 1997,  reflecting  the
Company's significantly higher sales. Inventories increased slightly by $11,000,
reflecting  an  increase  in  finished  goods  inventory,  consistent  with  the
Company's increased sales.

Prepaid  expenses  decreased  from $7,000 at December 27, 1997 to $1,000 at June
27, 1998.  Deferred  taxes and other assets were unchanged at June 27, 1998 from
December 27, 1997.

Accounts payable increased by $257,000 to $351,000 at June 27, 1998,  reflecting
the  higher  sales and an  increase  in  inventory,  while  accrued  liabilities
decreased from December 27, 1997 by $136,000 to $58,000 at June 27, 1998.

The Company does not have any material  capital  commitments and contemplates no
material capital expenditures in the foreseeable



                                        9

<PAGE>



future. Although the Company has operated on a profitable basis in recent years,
it has been  unable to secure  additional  financing  or  equity  capital.  As a
result,  it has not had sufficient funds to fully implement the marketing of its
new products. This has hindered the Company in its efforts to increase the sales
of its products.  The Company believes it will be able to fund its operations in
1998 from its  current  resources,  however,  any  substantial  increase  in its
operations may require additional working capital.  Although the Company has had
discussions and intends to have future ones with interested  parties  concerning
additional  financing  for the  Company,  no  assurance  can be given  that such
working capital will be available, if required.  Management believes that if its
operations in 1998 continue in a manner consistent with its results for 1997, it
will have sufficient  financial resources to continue its operations  throughout
the coming year.

The Year 2000 Issue

The Company is  conducting a  comprehensive  review of its  computer  systems to
identify  the  systems  that could be  affected  by the "Year 2000" issue and is
developing an  implementation  plan to resolve the issue. The Company  presently
believes that, with  modifications  to existing  software and conversions to new
software for certain applications, the Year 2000 issue will not pose significant
operational  problems  for the  Company's  computer  systems as so modified  and
converted.  The Company  expects its  implementation  plan to be  completed on a
timely basis and without significant cost.

Other Matters

In June 1997, the Financial  Accounting  Standards Board released Statement 131,
"Disclosures  About  Segments of an Enterprise and Related  Information"  ("SFAS
131").  This statement became effective for the Company  beginning  December 28,
1997 and requires disclosure of certain information about operating segments and
geographic areas of operation. The adoption of SFAS 131 does not require interim
reporting in the year of adoption.  The Company is completing  its evaluation of
the disclosure  requirements  of SFAS 131 and will begin such  disclosure in its
Form 10-KSB for the year ending  December 26, 1998. This statement does not have
any effect on the results of operations or financial position of the Company.



                                      10

<PAGE>



                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.


Item 4.   Submission of Matters to a Vote of Shareholders

          During the thirteen week period ended June 27, 1998,  the Company held
          its Annual Meeting of Shareholders.

          At the meeting, held on May 29, 1998, the Company's shareholders voted
          for:

          1.   The election of the following directors to hold office for a term
               until their  successors  are duly  elected and  qualified  at the
               Company's 1999 Annual Meeting of Shareholders.


                        For             Against       Abstained         Unvoted
                        ---             -------       ---------         -------
David Mintz          5,720,570           34,186           -                -
Bernard Koster       5,726,571           28,185           -                -
Reuben Rapoport      5,726,571           28,185           -                -
Franklin Snitow      5,726,571           28,185           -                -


          2.   To approve an amendment to the  Company's  1993 Stock Option Plan
               providing  for an increase of  1,500,000  shares of Common  Stock
               available for the grant of options.


                   For              Against            Abstained      Unvoted
                   ---              -------            ---------      -------
                 3,551,597           89,236              13,908      2,110,015


          3.   The  ratification  of the appointment of KPMG Peat Marwick LLP to
               examine the Company's accounts for 1998.


                   For               Against            Abstained       Unvoted
                   ---               -------            ---------       -------
                 5,747,747            2,575                4,359          -



                                       11

<PAGE>



Item 6.   Exhibits and Reports on Form 8-K

(a)       Exhibits

3.1*              Certificate of Incorporation, as amended through February
                  1986.

3.1.1**           March 1986 Amendment to Certificate of Incorporation

3.2*              By-laws

4.1***            Copy of the Company's 1993 Stock Option Plan

10.1****          Copy of Legal Settlement between the Company and the NEMP
                  Corporation

27                Financial Data Schedule

(b)      Reports on Form 8-K filed during the last quarter of the period covered
         by this report:

         None

__________________

*          Filed as an exhibit to the Registrant's Form 10-K for the fiscal year
           ended July 31, 1985 and hereby incorporated by reference thereto.

**         Filed as an exhibit to the Registrant's Form 10-K for the fiscal year
           ended August 2, 1986 and hereby incorporated by reference thereto.

***        Filed as an exhibit to the Company's  Form 10-KSB for the fiscal year
           ended January 1, 1994 and hereby incorporated by reference thereto.

****       Filed as an exhibit to the Registrant's Form 10-K for the fiscal year
           ended December 28, 1991 and hereby incorporated by reference thereto.



                                       12

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

                                            TOFUTTI BRANDS INC.
                                               (Registrant)
 


                                            /s/David Mintz
                                            --------------
                                            David Mintz
                                            President



                                            /s/Steven Kass
                                            --------------
                                            Steven Kass
                                            Chief Financial Officer

Date: August 11, 1998



                                       13

<PAGE>
 
                                 EXHIBIT INDEX

Exhibit
  No.             Exhibit
  ---             -------


3.1*              Certificate of Incorporation, as amended through February
                  1986.

3.1.1**           March 1986 Amendment to Certificate of Incorporation

3.2*              By-laws

4.1***            Copy of the Company's 1993 Stock Option Plan

10.1****          Copy of Legal Settlement between the Company and the NEMP
                  Corporation

27                Financial Data Schedule