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 September 26, 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 November 6, 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 - September 26, 1998
       (Unaudited) and December 27, 1997                                  3

     Condensed Statements of Operations -
       (Unaudited) - Thirteen and thirty-nine
       week periods ended September 26, 1998 and
       September 27, 1997                                                 4

     Condensed  Statements of Cash Flows -
       (Unaudited) - Thirty-nine week periods 
       ended September 26, 1998 and
       September 27, 1997                                                 5

     Notes to Condensed Financial Statements -
       (Unaudited)                                                        6

     Management's Discussion and Analysis of
       Financial Condition and Results of
       Operations                                                      7-11


Part II - Other Information:

     Item 4.  Submission of Matters to a Vote
                of Shareholders                                          12

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

     Signatures                                                          13



                                        2

<PAGE>



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

                                                September 26,      December 27,
                                                    1998               1997
                                                    ----               ----

Assets

Current assets:
  Cash and cash equivalents                       $  170               54
  Accounts receivable (net of allowance
    for doubtful accounts of
    $58 in 1998 and $458 in 1997)                  1,422              919
  Inventories (Note 2)                               548              541
  Prepaid expenses                                    10                7
  Deferred income taxes                              260              276
                                                   -----            -----
             Total current assets                  2,410            1,797

Deferred income taxes                                190              174

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

             Total assets                         $2,697            2,068
                                                  ======            =====

Liabilities and Stockholders' Equity

Current liabilities:
  Notes payable - current portion                 $   18               17
  Accounts payable                                   325               94
  Accrued expenses                                   156              208
                                                     ---              ---
               Total current liabilities             499              319

Note payable                                          35               49
                                                     ---              ---
              Total liabilities                      534              368

Stockholders' equity:
  Preferred stock                                     --               --
  Common stock                                        62               62
  Paid-in capital                                  3,631            3,631
  Accumulated deficit                             (1,530)          (1,993)
                                                  ------           ------

    Total stockholders' equity                     2,163            1,700
                                                  ------           ------

    Total liabilities and stockholders'
      equity                                      $2,697            2,068
                                                  ======           ======

            See accompanying notes to condensed financial statements.



                                        3

<PAGE>



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


<TABLE>
<CAPTION>
                                                                                                  Thirty-               Thirty-
                                                        Thirteen           Thirteen                 nine                  nine
                                                          weeks              weeks                 weeks                 weeks
                                                          ended              ended                 ended                 ended
                                                        9/26/98            9/27/97                9/26/98               9/27/97
                                                        -------            -------                -------               -------

<S>                                                      <C>                 <C>                   <C>                   <C>  
Net sales                                                $2,634              1,921                 6,709                 5,458
Cost of sales                                             1,728              1,283                 4,356                 3,587
                                                          -----              -----                 -----                 -----
     Gross profit                                           906                638                 2,353                 1,871
                                                          -----              -----                 -----                 -----

Operating expenses:
  Selling                                                   324                227                   829                   629
  Marketing and sales promotion                              64                 26                   163                   121
  Research and development                                   85                 71                   249                   184
  General and administrative                                191                211                   651                   613
                                                            ---                ---                   ---                 -----

                                                            664                535                 1,892                 1,547
                                                            ---                ---                 -----                 -----

     Operating income                                       242                103                   461                   324

Interest expense                                              2                  3                     8                     8
                                                            ---                ---                   ---                   ---
     Income before income
       taxes (benefit)                                      240                100                   453                   316

Income taxes (benefit)                                      (32)                 -                   (10)                    1
                                                           ----               ----                  ----                   ---

Net income                                                 $272                100                   463                   315
                                                           ====               ====                  ====                  ====

Net income per share:
     Basic                                                 $.04                .02                   .07                   .05
     Diluted                                                .04                .02                   .07                   .05

Weighted average number of shares outstanding:
     Basic                                                6,184              6,062                 6,184                 6,056
     Diluted                                              6,544              6,565                 6,659                 6,269



</TABLE>


            See accompanying notes to condensed financial statements.



                                        4

<PAGE>



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

                                                    Thirty-nine     Thirty-nine
                                                      weeks           weeks
                                                      ended           ended
                                                     9/26/98         9/27/97
                                                     -------         -------

Cash flows from operating
  activities, net                                     $116            (23)

Cash flows from investing activities                     -              -


Cash flows from financing activities                     -             86
                                                       ---            ---
     Net increase in cash and
       cash equivalents                                116             63

Cash and cash equivalents
  at beginning of period                                54              5
                                                       ---            ---

Cash and cash equivalents
  at end of period                                    $170             68
                                                     =====           ====

Supplemental  disclosures of cash flow 
  information:  
  Cash paid during the period for:
          Interest                                    $  7              8
          Income Taxes                                   -              1














            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 27, 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
     thirty-nine  week periods  ended  September 26, 1998 and September 27, 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 September 26, 1998 presentation.

(2)  Inventories

     The composition of inventories is as follows:

                                                        Sept. 26,      Dec. 27,
                                                          1998          1997  
                                                          ----          ----  
           Raw materials and packaging
             supplies                                    $233            199
           Finished goods                                 315            342
                                                          ---           ----
                                                         $548            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 September 26, 1998 Compared with Thirteen
Weeks Ended September 27, 1997

Net sales for the thirteen weeks ended  September 26, 1998 were  $2,634,000,  an
increase of $713,000 or 37% from the sales level realized for the thirteen weeks
ended  September  27,  1997.  In the 1998  period,  sales of hard  pack  Tofutti
increased  by $445,000  and food  product  sales  increased  by $268,000  due to
expanded  distribution and increased sales of recently introduced products. As a
result of the  increase in sales,  the  Company's  gross  profit for the current
quarter increased by $268,000 and its gross profit percentage increased slightly
to 34%  compared to 33% for the same period  last year.  This  increase in gross
profit  percentage was a result of an improved mix of products being sold, which
was mostly



                                        7

<PAGE>



offset by increased expenses associated with the introduction of new products.

The Company anticipates a continuing increase in sales during the fourth quarter
of the  current  fiscal  year  and the  first  quarter  of next  year due to the
scheduled 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 $324,000 for the current fiscal quarter compared
with $227,000 for the comparable period in 1997. This increase was due primarily
to higher outside  warehouse rental,  freight,  commission and bad debt expenses
associated  with the higher sales level in 1998.  Marketing and sales  promotion
expenses  increased  to  $64,000  in the 1998  period  from  $26,000 in 1997 due
primarily  to an  increase  in  spending  for artwork and plates for new product
package designs and an increase in point-of-sale materials.

Research and development costs increased to $85,000 for the thirteen weeks ended
September 26, 1998 compared to $71,000 for the comparable period last year. This
increase  was due to the  hiring  of two  additional  employees  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  $191,000  for the  current  period
compared  with  $211,000  for the  comparable  period in 1997.  The  decrease is
primarily  the result of a $20,000  reduction in an accrual in the third quarter
of 1998, which was originally recorded in a prior quarter.

The Company  recorded an income tax  benefit of $32,000 for the  thirteen  weeks
ended  September  26, 1998 as compared  to zero for the  comparable  period last
year.  The  Company  records its  interim  tax  expense  (benefit)  based on the
difference  between its  cumulative  tax expense  (benefit) for the  thirty-nine
weeks  ended  September  26, 1998 (which is  calculated  based on the  Company's
estimated  annual  effective tax rate for the year ending December 26, 1998) and
the  amounts  that  were  provided  for in  previous  quarters  and any  further
adjustments to its deferred tax valuation allowance.


Thirty-Nine Weeks Ended September 26, 1998 Compared with Thirty-Nine 
Weeks Ended September 27, 1996

Net sales for the thirty-nine weeks ended September 26, 1998 were $6,709,000, an
increase of $1,251,000 or 23% from the sales level



                                        8

<PAGE>



realized for the thirty-nine weeks ended September 27, 1997. In the 1998 period,
sales  of hard  pack  Tofutti  increased  by  $784,000  and food  product  sales
increased  by  $467,000  due to expanded  distribution  and  increased  sales of
recently  introduced  products.  As a  result  of the  increase  in  sales,  the
Company's  gross  profit for the current  period  increased  by $482,000 and its
gross  profit  percentage  increased  slightly to 35% as compared to 34% for the
same period last year. The increase in gross profit  percentage was  principally
due to the larger  increase in sales of the Company's  frozen  dessert  products
than food  products.  The Company  obtains a higher gross profit  percentage  on
frozen dessert  products than on food  products.  This  increase,  however,  was
mostly offset by increased  expenses  associated  with the  introduction  of new
products.

Selling expenses increased by $200,000 to $829,000 for the current fiscal period
compared with $629,000 for the  comparable  period last year.  This increase was
due primarily to higher outside  warehouse rental,  freight,  commission and bad
debt  expenses  associated  with the higher sales level in 1998.  Marketing  and
sales  promotion  expenses  increased  to  $163,000  from  $121,000  in 1997 due
primarily  to  increases  in  spending  for  artwork  and plates for new product
package designs and an increase in point of sale  materials.  The Company is not
currently engaged in any major marketing programs.

Research and development  expenses were $249,000 for the thirty-nine weeks ended
September 26, 1998 compared with $184,000 for the  comparable  period last year.
This increase was due to the hiring of two  additional  employees 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  $651,000  for the  current  period
compared with $613,000 for the  comparable  period in 1997,  due primarily to an
increase in payroll costs and public relations expense.

The Company's tax benefit of $10,000 for the  thirty-nine  weeks ended September
26, 1998 is the result of management's  decision in the third quarter of 1998 to
reverse its deferred tax valuation  allowance  (net of state tax expense) due to
the Company's continuing profitability and projections of future taxable income.
A portion of the benefit of this reversal is reflected in the effective tax rate
for the year  ending  December  26,  1998,  with the  remaining  balance  of the
valuation allowance credited to income tax benefit in the third quarter of 1998.
Management believes it is more likely than not that the Company will realize the
benefits of its deferred tax assets.




                                        9

<PAGE>




Liquidity and Capital Resources

The Company's  working capital was $1,911,000 at September 26, 1998, an increase
of $433,000 from December 27, 1997. Accounts receivable  increased to $1,422,000
at  September  26,  1998,  an increase  of  $503,000  from  December  27,  1997,
reflecting  the  Company's  significantly  higher sales.  Inventories  increased
slightly by $7,000.

Prepaid expenses  increased slightly from $7,000 at December 27, 1997 to $10,000
at September  26, 1998,  and other assets were  unchanged at September  26, 1998
from December 27, 1997.

Accounts payable  increased by $231,000 to $325,000 at September 26, 1998, while
accrued  liabilities  decreased from December 27, 1997 by $52,000 to $156,000 at
September 26, 1998 due primarily to the timing of cash payments.

The Company does not have any material  capital  commitments and contemplates no
material capital  expenditures in the foreseeable  future.  Although the Company
has operated on a profitable  basis in recent years,  it has not had  sufficient
funds to fully implement the marketing of its new products. Despite this lack of
financing, the Company has succeeded in increasing the sales of its products and
introducing  new  products.  The  Company  believes  it will be able to fund its
operations during the remainder of 1998 and in 1999 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 the Company  will have  sufficient  financial
resources to continue its operations through the end of 1999.

Bad Debt Write-off

During the third  quarter of 1998,  the Company  wrote off against its allowance
for  doubtful  accounts  $470,000  of  accounts   receivable  it  deemed  to  be
uncollectible.  This  amount  represented  old  balances  owed  by  some  of the
Company's foreign customers, which had been reserved for in a prior year.

Income Taxes

The  Company's tax year ends on July 31st,  its former  fiscal year.  Due to the
timing  difference  between the end of the fiscal and tax year, the Company,  on
its  quarterly  and year end  reports,  must make  estimates as to its state and
federal tax liabilities.




                                       10

<PAGE>



Beginning  in 1999,  to the  extent  the  Company  generates  future  income for
financial  reporting  purposes,  the Company will be required to provide federal
and state tax expense.  However, the Company will not be required to pay federal
income tax until such time as it utilizes its  remaining  federal net  operating
loss carryforwards and tax credits.

The Year 2000 Issue

The Company has  completed a  comprehensive  review of its  computer  systems to
identify  the systems  that could be affected  by the Year 2000  ("Y2K")  issue.
Based upon this review,  management  presently  believes that due to the lack of
date sensitive computer systems and applications currently in use, the Y2K issue
will  not pose  significant  operational  problems  for the  Company's  computer
systems.

In addition,  the Company has contacted its major  suppliers and vendors seeking
information about their internal  compliance  efforts.  Upon review, the Company
believes  that  most  of its  major  suppliers  will  be Y2K  compliant  and any
non-compliance  by its suppliers  will not have a  significantly  adverse effect
upon the Company's operations.

The Company is beginning the process of developing business contingency plans to
mitigate  the risk of the  potential  of a  noncompliant  vendor or system.  The
Company  will  continue  to assess its  exposure  to  possible  Y2K  problems or
possible  disruptions.  Based upon the  information  it has  developed  to date,
management believes that no disruptions will occur in the Company's  operations.
However,  the  Company is subject to risks  should the  Company or a third party
vendor or service provider be unable to resolve issues related to the Y2K. Costs
of  addressing  the Y2K  issue  have not been  material  to date  and,  based on
information gathered to date from the Company and its vendors, are not currently
expected to have a material adverse impact on the Company's  financial position,
results of operations or cash flows.

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.



                                       11

<PAGE>



                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.


Item 4. Submission of Matters to a Vote of Shareholders

     None.


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: November 10, 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