SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-K

              Annual Report pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934
                For the Fiscal Year ended October 30, 1999

                      Commission File Number 1-6071

                             RYMER FOODS INC.
          (Exact Name of Registrant as Specified in its Charter)

                   Incorporated in the State of Delaware
                IRS Employer Identification No. 36-1343930
                   4600 South Packers Avenue, Suite 400
                         Chicago, Illinois 60609
                              (773) 927-7777

       Securities Registered Pursuant to Section 12(b) of the Act:

     Title of each class          Name of each exchange on which registered
 Common Stock, $0.04 par value          Over the Counter Bulletin Board

       Securities Registered Pursuant to Section 12(g) of the Act:

                                   None

  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; and (2) has been subject to
  such filing requirement for the past 90 days.     Yes  X        No ____

  Indicate by check mark if disclosure  of delinquent filers pursuant  to
  Item 405 of  Regulation S-K is  not contained herein,  and will not  be
  contained, to the best of  registrant's knowledge, in definitive  proxy
  or information statements incorporated by reference in Part III of this
  Form 10-K or any amendment to this Form 10-K.

                           Yes  X        No ____

          APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
               PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

  Indicate by check mark whether the  registrant has filed all  documents
  and reports required to  be filed by  Sections 12, 13  or 15(d) of  the
  Securities Exchange  Act  of 1934  subsequent  to the  distribution  of
  securities under a plan confirmed by a court.     Yes  X        No ____

  As  of  January  7,  2000,  4,300,000  shares  of  common  stock   were
  outstanding, and the aggregate market value  of the common shares  held
  by nonaffiliates on that date was approximately $1.8 million.

                   DOCUMENTS INCORPORATED BY REFERENCE

  Proxy Statement for 2000 Annual Meeting of Stockholders (Part III)  (to
  be filed  with the  Securities and  Exchange  Commission on  or  before
  February 29,  2000).    Certain exhibits  are  incorporated  herein  by
  reference.  The Index of Exhibits is on Page 25 of this document.
<PAGE>


                                  PART I
  Item 1.  Business

  The statements in this report that  are forward looking are based  upon
  current expectations  and actual  results may  vary.   See  "Cautionary
  Statement" under  "Management's Discussion  and Analysis  of  Financial
  Condition and Results of Operations" in this report.

  In accordance  with the  AICPA Statement  of Position  90-7,  Financial
  Reporting by entities in Reorganization Under the Bankruptcy Code,  the
  Company adopted fresh-start  reporting as of  September 20,  1997.   In
  accordance with fresh-start accounting, the  gain on discharge of  debt
  resulting  from  the  bankruptcy  proceedings  was  reflected  on   the
  predecessor  Company's  financial  statements  for  the  period   ended
  September 20,  1997.   In  addition,  the accumulated  deficit  of  the
  predecessor Company  at  September 20,  1997,  was eliminated,  and  at
  September 21,  1997,  the reorganized  Company's  financial  statements
  reflected no beginning retained earnings or deficit.  In addition,  the
  Company's capital structure was recast in conformity with its  approved
  Plan.

  As a result of the  Company adopting fresh-start accounting,  reporting
  for the year ended  October 25, 1997 is  accomplished by combining  the
  financial results for the one-month period  ended October 25, 1997  and
  those of the eleven-month period ended September 20, 1997.  Because  of
  the application of fresh-start reporting, the financial statements  for
  the periods after reorganization are not  comparable in any respect  to
  the financial statements for the periods prior to reorganization.

  General

  Rymer Foods Inc. (Rymer Foods or  the Company) through its  subsidiary,
  Rymer Meat Inc. (Rymer Meat), is  primarily engaged in the  development
  and  production  of  frozen,  pre-seasoned,  portion  controlled   meat
  entrees.  The Company is engaged in the production of such products for
  restaurants and other  foodservice customers and  retail sales.   Rymer
  Foods was incorporated under the laws of Delaware in 1969.

  The Company  announced  on July  8,  1997,  that it  had  received  the
  necessary  approvals   from   its  creditors   and   stockholders   for
  confirmation of a prepackaged plan  of reorganization under Chapter  11
  of the Bankruptcy Code (the Plan).  Rymer Foods' operating  subsidiary,
  Rymer Meat,  was  not  a  party to  the  Bankruptcy  proceedings.    To
  implement the Plan, on July 8,  1997 the Company commenced a  voluntary
  Chapter 11 case in the United States Bankruptcy Court for the  Northern
  District of Illinois (the Bankruptcy Court) and filed the Plan with the
  Bankruptcy Court.  The  Plan was confirmed by  the Bankruptcy Court  on
  August 21, 1997 and was consummated  on October 6, 1997.  Although  the
  consummation date  was  October  6,  1997,  fresh-start  reporting  was
  adopted on September 20, 1997.   There were no fresh-start  adjustments
  during the period of September 21, 1997 to October 6, 1997.

  Immediately following consummation of the Plan, Senior Noteholders  and
  certain creditors  received  80%  of the  new  common  stock,  existing
  holders of common stock received 10% of the new common stock, and Rymer
  senior management received 10% of the new common stock.
<PAGE>
  The Company believes  that consummation  of the  Plan strengthened  its
  capital structure  and  has thereby  enhanced  its ability  to  further
  develop its businesses.  Management believes that the Company's  future
  success is dependent in part upon  continued expansion of the  customer
  base, on the  containment of operating  costs and  on maintaining  good
  credit relationships  with  its lenders.    However, there  can  be  no
  assurance of the success of these initiatives.

  In 1999 the Company  reported an income  from continuing operations  of
  $33,000.  The  Company increased  sales by  $8.7 million  or 28.8%  and
  gross profit  by $2.4  million or  111.5% as  compared to  1998 due  to
  expansion of the customer base and increased operational efficiencies.

  In 1998 the Company reported a loss from continuing operations of  $2.0
  million.

  On a combined basis  for 1997 (the one-month  period ended October  25,
  and the eleven-month period ended September 20, the Company reported  a
  loss from continuing operations of $4.9 million.


  Products, Markets and Distribution

  The Company's  principal  products are  frozen,  pre-seasoned,  portion
  controlled meat entrees.   Major beef  products include commercial  and
  choice cut steaks.  The Company also produces other meat products  such
  as specialty ground  and breaded products  and certain cooked  products
  (e.g., pot roast, meat loaf).   The Company engages in the  development
  and production of proprietary "signature" recipes for chain  restaurant
  customers.  The Company also offers its customers services such as menu
  planning, new product development and other marketing services, such as
  handling and cooking procedures.  These programs, products and services
  are custom-designed for each chain restaurant customer.

  The markets  served  by  the Company  include  family-style  restaurant
  chains and  foodservice  distributors.   Products  are  primarily  sold
  through  the  Company's  own  marketing  staff,  as  well  as   through
  independent brokers and foodservice distributors.

  Raw Materials

  The Company's  primary  raw material  is  beef which  is  available  in
  adequate supply.  The Company is not dependent upon any one source  for
  its primary raw material.

  The Company has agreements  with certain of  its suppliers to  purchase
  raw materials.  These agreements  extend 1999 purchase commitments  for
  up to one year and  specify the price and  quantity of materials to  be
  purchased.  The aggregate commitment for future purchases as of October
  30, 1999 was approximately $1.8 million.
<PAGE>
  Customers

  No customer represented 10% or more  of the Company's sales in 1999  or
  1998.

  The Company  believes that  it has  satisfactory ongoing  relationships
  with its current customers.  There can be no assurances, however,  that
  such relationships  can  be  preserved,  especially  if  the  Company's
  financial condition and results of operation do not improve.

  Trademarks, Patents and Research Activities

  Rymer Meat sells and markets its  products under the "Rymer"  trademark
  label.  The Company considers this trademark important in its marketing
  efforts.

  Research  and  development  expenses  are  charged  to  operations   as
  incurred.  Expenditures for the three  fiscal years ending October  30,
  1999, October  31, 1998,  and October  25, 1997  were not  material  as
  compared to other operational expenses.

  Competitive Conditions

  The Company's business is highly competitive, with a substantial number
  of competitors.   A large  number of  companies process  and sell  meat
  products to the  foodservice industry.   Every year  new companies  are
  formed and enter the meat industry, some becoming sizeable  competitors
  in a short period of time.

  Some of the competitors  in the Company's markets  are larger than  the
  Company and have greater resources.   The Company believes that in  the
  markets  it  serves  it  provides  its  customers  with a  broader line
  of quality  products  and  services  than   many  of  its  competitors.
  Competition in the markets served by the Company is based primarily  on
  quality, service and  price.   Management believes  that the  Company's
  primary bases for  competing are its  reputation for quality,  service,
  broad menu of products, willingness to develop proprietary recipes  for
  specific customers and competitive pricing.


  Environmental Matters

  The Company  believes that  it is  in  compliance with  all  applicable
  federal,  state  and  local  provisions  regulating  the  discharge  of
  materials into the environment, or otherwise relating to the protection
  of the environment. No significant costs  were incurred by the  Company
  to comply with environmental regulations during the three fiscal  years
  ended October 30, 1999,  October 31, 1998, and  October 25, 1997.   The
  Company has not  received notice  of, and is  not aware  of any  claims
  arising under any federal or state environmental laws.

  Employees

  At October 30, 1999,  Rymer Foods had  approximately 200 employees,  of
  whom approximately 165 were  covered by union  contracts.  The  Company
  currently enjoys stable relations with its employees.
<PAGE>
  Seasonality

  The quarterly results of the Company are affected by seasonal  factors.
  Sales  are  usually lower  in  the fall  and  winter primarily  due  to
  consumers' dining preferences.

  Item 2.  Properties

  At October 30,  1999, the principal  physical property  of Rymer  Foods
  consisted of the following:

                      Footage  Ownership   Expiration      Facility Use
                      -------  ---------   ----------      ------------
  Chicago, Illinois   123,000   Leased      Month to   Offices/Production/
                                            Month           Warehouse

  Niles, Illinois       2,000   Leased     January 31,     Sales Office
                                             2000

  The Chicago facility is  considered suitable and  adequate to meet  the
  needs of  the  Company.   The  long term  lease  for the  Chicago  meat
  processing facility expired  in July 1996.   A new  lease has not  been
  finalized.  Management expects to lease  on a month-to-month basis  for
  the time being.   See Note 7 to  the Consolidated Financial  Statements
  for a summary of the Company's rental expense for leased facilities and
  for production and office equipment.

  Item 3.  Legal Proceedings

  None

  Item 4.  Submission of Matters to a Vote of Security Holders

  None

<PAGE>

                                 PART II

  Item 5.    Market  for  the  Registrant's  Common  Equity  and  Related
  Stockholder Matters

  The Company's common stock currently trades under the symbol RFDS.

  On January  7, 2000,  the Company's  stock price  closed at  $0.47  per
  share.

  The following table sets forth, for the fiscal quarters indicated,  the
  high and low sales prices of the Common Stock.  As of January 7,  2000,
  there were approximately 300 holders of record of Common Stock.

                                       High           Low
                                      -----          -----
            1999
              First Quarter          $ 0.47         $ 0.09
              Second Quarter           0.50           0.19
              Third Quarter            1.87           0.28
              Fourth Quarter           1.28           0.66

            1998
              First Quarter          $ 1.38         $ 1.00
              Second Quarter           1.25           0.75
              Third Quarter            0.75           0.25
              Fourth Quarter           0.81           0.34


  Dividends

  No dividends have been paid on the  Common  Stock  since prior to 1983.
  The ability of  Rymer Foods  to pay dividends  on the  Common Stock  is
  substantially limited by its bank credit agreements.  The Company  does
  not anticipate that it will be able  to pay any dividend on the  Common
  Stock in the foreseeable future.
<PAGE>
<TABLE>

  Item 6.  Selected Financial Data
  (in thousands, except per share data)

                                Reorganized Company             Predecessor Company
                             --------------------------   ------------------------------
                             Twelve    Twelve     One      Eleven
                             Month     Month     Month     Month      Fiscal     Fiscal
                             Period    Period    Period    Period     Year       Year
                             Ended     Ended     Ended     Ended      Ended      Ended
                            Oct. 30,  Oct. 31,  Oct. 25,  Sept. 20,  Oct. 26,   Oct. 28,
                              1999      1998      1997      1997       1996       1995
 ---------------------------------------------------------------------------------------
 <S>                        <C>       <C>      <C>       <C>        <C>        <C>
 Results from continuing
   operations:
  Net sales                 $38,914   $30,203  $ 2,796   $ 31,095   $ 44,329   $ 79,920
  (Loss) income from
   continuing operations
   before extraordinary
   item                          33    (2,017)    (113)    (4,828)    (7,144)   (29,620)
  (Loss) income from
   discontinued operations        -         -        -          -       (167)       290
  (Loss) gain on
   dispositions of
   discontinued operations        -         -        -       (566)    (1,853)         -
  Extraordinary gain on
   discharge of debt              -         -        -     25,603          -          -
                             ------    ------   ------    -------    -------    -------
  Net income (loss)              33    (2,017)    (113)    20,209     (9,164)   (29,330)


  Working capital (deficit)   5,291     1,474    2,472    (22,623)   (18,202)   (10,524)
  Total assets                8,788     6,880    8,266      9,070     10,563     26,074
  Long-term liabilities       3,633       126      130      1,097        806        842
  Stockholders'
   equity (deficit)           2,937     2,893    4,910      5,023    (15,616)    (6,858)


 Basic per share common
  stock data:
  Income(loss) from
   continuing operations    $  0.01   $ (0.47) $ (0.03)       *          *          *
  Net Income(loss)          $  0.01   $ (0.47) $ (0.03)       *          *          *



 See Notes 2 and 3 to the Consolidated Financial Statements for information regarding
 the Company's Restructuring and discontinued operations.

 *    Earnings per  share amount  as it  relates to  the predecessor  company is  not
      meaningful due to the reorganization.
</TABLE>
<PAGE>



  Item 7.   Management's Discussion and  Analysis of Financial  Condition
  and Results of Operations

  Cautionary Statement

  The statements  in  this  Form  10-K,  included  in  this  Management's
  Discussion and  Analysis,  that  are forward  looking  are  based  upon
  current  expectations   and  actual  results  may   differ  materially.
  Therefore, the inclusion of such forward looking information should not
  be regarded as a representation by  the Company that the objectives  or
  plans of the Company  will be achieved.   Such statements include,  but
  are not limited to, the Company's expectations regarding the operations
  and financial condition  of the  Company.   Forward looking  statements
  contained in this  Form 10-K included  in this Management's  Discussion
  and Analysis, involve numerous risks and uncertainties that could cause
  actual results to differ materially including, but not limited to,  the
  effect of changing economic conditions, business conditions and  growth
  in the meat  industry, the Company's  ability to  maintain its  lending
  arrangements, or  if necessary,  access  external sources  of  capital,
  implementing current  restructuring  plans and  accurately  forecasting
  capital expenditures.  In addition,  the  Company's future  results  of
  operations and financial condition may be adversely impacted by various
  factors  including,  primarily,  the  level  of  the  Company's  sales.
  Certain of  these  factors are  described  in the  description  of  the
  Company's business,  operations and  financial condition  contained  in
  this Form 10-K.  Assumptions relating to budgeting, marketing,  product
  development and  other  management  decisions are  subjective  in  many
  respects and thus susceptible to interpretations and periodic revisions
  based on actual  experience and  business developments,  the impact  of
  which may cause the Company to alter its marketing, capital expenditure
  or other  budgets, which  may in  turn affect  the Company's  financial
  position and results of operations.

  General

  The Company's  consolidated  results  from  continuing  operations  are
  generated by its Meat processing operation.

  In accordance  with the  AICPA Statement  of Position  90-7,  Financial
  Reporting by Entities in Reorganization Under the Bankruptcy Code,  the
  Company adopted fresh-start  reporting as of  September 20,  1997.   In
  accordance with fresh-start accounting, the  gain on discharge of  debt
  resulting  from  the  bankruptcy  proceedings  was  reflected  on   the
  predecessor  Company's  financial  statements  for  the  period   ended
  September 20,  1997.   In  addition,  the accumulated  deficit  of  the
  predecessor Company  at  September 20,  1997,  was eliminated,  and  at
  September 21,  1997,  the reorganized  Company's  financial  statements
  reflected no beginning retained earnings or deficit.  In addition,  the
  Company's capital structure was recast in conformity with its  approved
  Plan.
<PAGE>
  As a  result  of  the Company's  adoption  of  fresh-start  accounting,
  reporting for  the  year ended  October  25, 1997  is  accomplished  by
  combining the financial results for the one-month period ended  October
  25, 1997 and those of the eleven-month period ended September 20, 1997.
  Because  of  the application  of fresh-start  reporting, the  financial
  statements for  the periods  after reorganization  are not  necessarily
  comparable to  the  financial  statements  for  the  periods  prior  to
  reorganization.

  The Company  announced  on July  8,  1997,  that it  had  received  the
  necessary  approvals   from   its  creditors   and   stockholders   for
  confirmation of a prepackaged plan  of reorganization under Chapter  11
  of the Bankruptcy Code (the Plan).  Rymer Foods' operating  subsidiary,
  Rymer Meat,  was  not  a  party to  the  Bankruptcy  proceedings.    To
  implement the Plan, on July 8,  1997 the Company commenced a  voluntary
  Chapter 11 case in the United States Bankruptcy Court for the  Northern
  District of Illinois (the Bankruptcy Court) and filed the Plan with the
  Bankruptcy Court.  The  Plan was confirmed by  the Bankruptcy Court  on
  August 21, 1997 and became effective on October 6, 1997.


  Fiscal 1999 Compared with Fiscal 1998

  Consolidated sales for  1999 of $38.9  million increased  from 1998  by
  $8.7 million  or 28.8%.    Sales volume  accounted  for 87.9%  of  this
  increase and 12.1% due  to sales mix changes.   Sales increased  mainly
  due to expansion of  the Company's customer  base through the  acquired
  line of business and growth in major customers.

  As compared  to  1998 consolidated  cost  of sales  increased  by  $6.3
  million or 22.6% while total gross profit increased by $2.4 million  or
  111.5%.  As a percentage of sales, the consolidated gross profit margin
  increased to 11.5% from 7% in 1998.

  Gross profit increased  compared to 1998  due to  increased unit  sales
  combined with  increases  of  volume and  mix  changes.    The  Company
  experienced efficiencies associated with the volume and mix changes.

  Selling, general and administrative expenses remained approximately the
  same as compared  to 1998.   Both selling  and administrative  remained
  constant from year to year.

  Interest expense increased by $0.2 million or 77% from 1998 to 1999 due
  primarily to  increased borrowing  for raw  material inventory  and  to
  accommodate Company growth.

  In 1999 no  provision for  income taxes  was recorded  as existing  net
  operating loss carryforwards were utilized.
<PAGE>

  Fiscal 1998 Compared with Fiscal 1997

  Consolidated sales for  1998 of $30.2  million decreased  from 1997  by
  $3.7 million or 10.9%.  Sales volume accounted for approximately 96% of
  the sales  decrease with  lower prices  and changes  in the  sales  mix
  accounting for the remaining decrease.

  Sales decreased  primarily  due  to  reduced  sales  to  certain  major
  customers  during  the  first  quarter  of  1998.  In  addition,  sales
  decreased partially as a result of the Company's customers experiencing
  sales declines.  Many restaurant chains have experienced sales declines
  due to  ever-increasing  competitive pressures  in  the  casual  dining
  segment of the foodservice market.   The decrease  was primarily volume
  related as the average selling price decreased by only 1.3%.

  As compared  to 1997,  consolidated cost  of  sales decreased  by  $2.8
  million or 9.1% while  total gross profit decreased  by $.9 million  or
  29.3%.   As  a  percentage of  sales,  the  consolidated  gross  margin
  decreased to 7% as compared to 8.9% in 1997.

  Gross profit decreased compared to 1997 primarily due to decreased unit
  sales along  with mix  changes in  sales to  national restaurant  chain
  accounts and  higher raw  material costs.    In addition,  the  Company
  experienced  inefficiencies  in  production   related  to  changes   in
  personnel.

  Selling, general and administrative expenses remained approximately the
  same.   Selling expenses  increased by  $.3  million primarily  due  to
  additional promotion cost related to introduction of Angus Ranch  Brand
  Steaks.  Administrative expenses decreased by $.3 million primarily due
  to administrative headcount reductions.

  Interest expense decreased by $2.1 million  or 91.6% from 1997 to  1998
  due primarily to the elimination of Senior Note interest in 1998.

  In 1998,  no  provision  for  income taxes  was  recorded  due  to  the
  Company's loss.


  Liquidity and Capital Resources

  The Company makes sales primarily on a seven to thirty day balance  due
  basis.  Purchases from suppliers have payment terms  generally  ranging
  from wire transfer at time of shipment to fourteen days.

  The Company's  cash  management  techniques involve  the  use  of  zero
  balance disbursement accounts.  Check clearings are covered by advances
  from the Company's credit lines.  Thus, in the absence of excess  funds
  classified as cash equivalents, the Company's cash balances are  credit
  balance  accounts  representing  outstanding   checks.    The   Company
  classified such credit balances as accounts payable in the Consolidated
  Balance Sheet.
<PAGE>
  On April  23,  1998  the  Company entered  into  a  loan  and  security
  agreement with FINOVA Capital  Corporation (FINOVA) which replaced  the
  working capital  agreement with  another  financial institution.    The
  Credit facility provides up to $4 million for the Company through April
  23, 2001.    The FINOVA  agreement  contains loan  covenants  that  the
  Company must meet.  At October 30, 1999, the Company was in  compliance
  with the covenants of the FINOVA credit facility.

  The Company had working capital of $5.3 million at October 30, 1999 and
  $1.5 million at October 31, 1998.

  The Company had total lines of credit available based on borrowing base
  calculations of $3.8 million  at October 30, 1999  and $2.6 million  at
  October 31, 1998, of which $.3  million and $.7 million,  respectively,
  was unused.

  The Company  has  agreements with  certain  of its  customers  to  sell
  merchandise over the next  year for specified  prices. The Company  has
  agreements with certain of  its suppliers  to  purchase  raw materials.
  The agreements extend  for up  to one year  and provide  the price  and
  quantity of  materials  to  be supplied.    The  Company  had  purchase
  commitments of approximately $1.8 million as of October 30, 1999.

  The Company  anticipates spending  approximately $350,000  for  capital
  expenditures in  2000.   The  expenditures  are primarily  for  planned
  improvements.  There are no specific commitments outstanding related to
  these planned expenditures.  Such capital expenditures will be financed
  with cash from operations and/or bank borrowings.

  The Year 2000 ("Y2K") issue is the result of computer programs using  a
  two-digit format, as  opposed to four  digits, to  indicate  the  year.
  Such computer systems will be unable to interpret dates beyond the year
  1999, which  could cause  a system  failure or  other computer  errors,
  leading to disruptions in operations.  In 1997, the Company developed a
  three-phase program for the Y2K information systems compliance.   Phase
  I is to identify  those systems which the  Company has exposure to  Y2K
  issues.  Phase II is the development and implementation of action plans
  to be Y2K  compliant in all  areas by early  1999.  Phase  III, is  the
  final testing  of each  area of  exposure to  ensure compliance.    The
  Company has identified two  major areas determined  to be critical  for
  successful Y2K compliance:

  (1) financial  and informational  systems applications  and (2)  third-
  party relationships.

  In accordance with Phase  I of the program,  the Company has  conducted
  its review  and has  determined  all major  areas  which needed  to  be
  upgraded.   The  Company's core  financial  reporting systems  are  Y2K
  compliant at October 30, 1999.  The Company has contacted most of their
  major third parties who state they intend to be Y2K compliant and as of
  January 12, 2000 the Company has not experienced any difficulties  with
  its systems or with any third parties.

  Seasonality

  The quarterly results of the Company are affected by seasonal  factors.
  Sales are usually lower in the fall and winter.
<PAGE>
  Impact of Inflation

  Raw materials  are  subject  to fluctuations  in  price.  However,  the
  Company does  not expect  such fluctuations  to materially  impact  its
  competitive position.

  Fourth Quarter Adjustments

  1999
  None.

  1998
  None.

  1997
  On October 16, 1997, the Company entered into an agreement to sell  its
  Plant City,  Florida facility.   As  a result  of the  pending sale,  a
  $566,000 loss was  incurred.  This  charge is included  as a loss  from
  disposition of discontinued  operations in  the Company's  consolidated
  statement of  operations.   The loss  is  primarily attributable  to  a
  write-down of the facility's  book value to  the agreed contract  price
  plus estimated expenses to repair the facility.


  Item 8.  Financial Statements and Supplementary Data

  Index to Consolidated Financial Statements and Supplementary
   Financial Data

                                                                    Pages
                                                                    -----
  Report of Independent Accountants                                   11

  Financial Statements:

    Consolidated Statements of Operations for the fiscal years
    ended October 30, 1999, October 31, 1998 and October 25, 1997     12

    Consolidated Balance Sheets as of October 30, 1999 and
    October 31, 1998                                                  13

    Consolidated Statements of Cash Flows for the fiscal years
    ended October 30, 1999, October 31, 1998 and October 25, 1997     14

    Consolidated Statements of Stockholders' Equity (Deficit) for
    the fiscal years ended October 30, 1999, October 31, 1998 and
    October 25, 1997                                                  15

    Notes to Consolidated Financial Statements                       16-24

  Supplementary Financial Data:

    Schedule II - Valuation and Qualifying Accounts and Reserves      26


  Note:  Reporting for the year ended  October 25, 1997 is  accomplished
  by combining  the financial  results  for the  one-month period  ended
  October 25, 1997 and those of the eleven-month period  ended September
  20, 1997.

<PAGE>

       REPORT OF INDEPENDENT ACCOUNTANTS


       To the Stockholders and Board of Directors
       Rymer Foods Inc.

       We have  audited the consolidated balance sheets  of Rymer
       Foods  Inc. and subsidiaries  as of  October 30, 1999  and
       October  31,  1998,  and the  consolidated  statements  of
       operations, stockholders' equity (deficit)  and cash flows
       for  the years  ended  October 30,  1999  and October  31,
       1998, the one-month period ended  October 25, 1997 and the
       eleven-month  period  ended  September 20,  1997.    These
       financial  statements   are  the  responsibility   of  the
       Company's  management.  Our  responsibility is to  express
       an opinion on these financial statements.

       We  conducted  our  audits in  accordance  with  generally
       accepted  auditing  standards.   Those  standards  require
       that we  plan and perform  the audit to  obtain reasonable
       assurance about whether the  financial statements are free
       of  material misstatement.   An audit includes  examining,
       on  a  test basis,  evidence  supporting the  amounts  and
       disclosures  in the financial  statements.  An  audit also
       includes  assessing  the accounting  principles  used  and
       significant  estimates  made  by management,  as  well  as
       evaluating  the overall financial  statement presentation.
       We believe that our audits provide a reasonable  basis for
       our opinion.

       In  our  opinion,  the financial  statements  referred  to
       above  present  fairly,  in  all  material  respects,  the
       consolidated  financial position of  Rymer Foods Inc.  and
       subsidiaries as of October 30,  1999 and October 31, 1998,
       and  the  consolidated  results of  their  operations  and
       their cash flows for the years  ended October 30, 1999 and
       October 31,  1998, the one-month period ended  October 25,
       1997  and  the  eleven-month period  ended  September  20,
       1997,  in conformity  with  generally accepted  accounting
       principles.   We have  also audited  Schedule II of  Rymer
       Foods  Inc. and subsidiaries  for the years  ended October
       30,  1999 and  October 31,  1998.   In  our opinion,  this
       schedule  presents fairly, in  all material respects,  the
       information required to be set forth therein.
<PAGE>
       As  more  fully  described  in  Notes   1  and  4  to  the
       consolidated  financial statements,  effective October  6,
       1997, the Company emerged  from bankruptcy.  In accordance
       with   an   American   Institute   of   Certified   Public
       Accountants'  Statement  of  Position,   the  Company  has
       adopted  "fresh  start"  reporting   whereby  its  assets,
       liabilities and  new capital structure have  been adjusted
       to  reflect  estimated fair  values  as of  September  20,
       1997.  As a  result, the consolidated financial statements
       for  periods  subsequent to  September  20, 1997,  reflect
       this   basis  of   reporting  and   are  not   necessarily
       comparable    to    the    Company's    pre-reorganization
       consolidated financial statements.


                                       /s/ Grant Thornton LLP
                                       ----------------------
       Chicago, Illinois               Grant Thornton LLP
       December 10, 1999


<PAGE>
<TABLE>

 CONSOLIDATED STATEMENTS OF OPERATIONS
 For the fiscal years ended October 30, 1999, October 31, 1998 and
  October 25, 1997
 (in thousands except share data)

<CAPTION>
                                     Reorganized Company     Predecessor Company
                                     -------------------     -------------------
                                      Twelve     Twelve       One       Eleven
                                      Month      Month       Month      Month
                                      Period     Period      Period     Period
                                      Ended      Ended       Ended      Ended
                                     Oct. 30,   Oct. 31,    Oct. 25,   Sept. 20
                                       1999       1998        1997       1997
   -----------------------------------------------------------------------------
   <S>                               <C>       <C>         <C>        <C>
   Net sales                         $ 38,914  $  30,203   $  2,796   $  31,095
   Cost of sales                       34,420     28,078      2,562      28,324
                                      -------   --------    -------    --------
     Gross profit                       4,494      2,125        234       2,771
   Selling, general and
    administrative expenses             4,113      4,001        333       3,793
   Restructuring charge                   -          -          -         1,608
                                      -------   --------    -------    --------
   Operating Income (loss)                381     (1,876)       (99)     (2,630)
   Interest expense                       347        196         15       2,318
   Other Income (expense)                   1        (55)        (1)       (135)
                                      -------   --------    -------    --------
     Income (loss) from continuing
     operations before income taxes        33     (2,017)      (113)     (4,828)
   Provision for income taxes             -          -          -            -
                                      -------   --------    -------    --------
     Income (loss) from continuing
     operations                            33     (2,017)      (113)     (4,828)
   Loss on dispositions of
     discontinued operations, net         -          -          -          (566)
                                      -------   --------    -------    --------
   Net Income (loss) before
     extraordinary item                    33     (2,017)      (113)     (5,394)
   Extraordinary gain on discharge
     of debt                              -          -          -        25,603
                                      -------   --------    -------    --------
   Net Income (loss)                 $     33  $  (2,017)  $   (113)  $  20,209
                                      =======   ========    =======    ========
<PAGE>
   Per common share:
    Basic:
      Income (loss) from continuing
       operations                     $  0.01  $   (0.47)  $  (0.03)        *
      Net Income (loss) before
       extraordinary item             $  0.01  $   (0.47)  $  (0.03)        *
      Net Income (loss)               $  0.01  $   (0.47)  $  (0.03)        *

    Diluted:
      Income (loss) from continuing
       operations                     $  0.01  $   (0.47)  $  (0.03)        *
      Net Income (loss) before
       extraordinary item             $  0.01  $   (0.47)  $  (0.03)        *
      Net Income (loss)               $  0.01  $   (0.47)  $  (0.03)        *
 Weighted average shares of common
  stock outstanding:
  Basic                             4,300,000  4,300,000  4,300,000         *
  Diluted                           4,677,500  4,300,000  4,300,000         *

   -----------------------------------------------------------------------------
   See accompanying notes.

  *  Earnings per share amount as it relates to the predecessor company is
     not meaningful due to the reorganization.
</TABLE>
<PAGE>
<TABLE>
  CONSOLIDATED BALANCE SHEETS
  October 30, 1999 and October 31, 1998

    ASSETS                                        1999         1998
  ------------------------------------------------------------------
                                                   (in thousands)
  <S>                                           <C>          <C>
  Current assets:
    Receivables, net of allowance for doubtful
     accounts of $155,000 in 1999 and in 1998   $ 2,312      $ 1,956
    Inventories                                   5,070        3,266
    Other                                           127          113
                                                 ------       ------
       Total current assets                       7,509        5,335
                                                 ------       ------
  Property, plant and equipment:
    Leasehold improvements                        1,004        1,001
    Machinery and equipment                       1,251          989
                                                 ------       ------
                                                  2,255        1,990
  Less accumulated depreciation and amortization  1,027          567
                                                 ------       ------
                                                  1,228        1,423
                                                 ------       ------
  Other                                              51          122
                                                 ------       ------
                                                $ 8,788      $ 6,880
                                                 ======       ======

    LIABILITIES AND STOCKHOLDERS' EQUITY
  ------------------------------------------------------------------
  Current liabilities:
    Current portion of borrowings               $    -       $ 1,851
    Accounts payable                                593          667
    Accrued interest                                 35           21
    Accrued liabilities                           1,590        1,322
                                                 ------       ------
       Total current liabilities                  2,218        3,861
  Line of credit                                  3,514           -
  Deferred employee benefits                        119          126
                                                  5,851        3,987
                                                 ------       ------
  Commitments and contingencies (Note 12)            -            -

  Stockholders' equity
    Preferred stock, none outstanding                -            -
    Common stock, $.04 par, 20,000,000 shares
     authorized, 4,300,000 shares outstanding
     in 1999 and 1998                               172          172
    Additional paid-in capital                    4,862        4,851
    Accumulated deficit                          (2,097)      (2,130)
                                                 ------       ------
       Total stockholders' equity                 2,937        2,893
                                                 ------       ------
                                                $ 8,788      $ 6,880
                                                 ======       ======
  ------------------------------------------------------------------
  See accompanying notes.

</TABLE>
<PAGE>
<TABLE>
               CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the fiscal years ended October 30, 1999, October 31, 1998 and October 25, 1997



                                                 Reorganized Company     Predecessor Company
                                                  Twelve     Twelve       One        Eleven
                                                  Month      Month       Month       Month
                                                  Period     Period      Period      Period
                                                  Ended      Ended       Ended       Ended
                                                 Oct. 30,   Oct. 31,    Oct. 25,    Sept. 20,
                                                   1999       1998        1997        1997
 --------------------------------------------------------------------------------------------
 <S>                                             <C>       <C>         <C>         <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
 Income (loss) from continuing operations        $    33   $ (2,017)   $   (113)   $ (4,828)
 Non-cash adjustments to income (loss):
   Depreciation and amortization                     460        523          44         579
   Restructuring charge                               -          -           -        1,608
   Variable stock option                              11         -           -           -
   Provision for bad debts                            -          60          10         110
 Changes in assets and liabilities:
   Net (increase) decrease to accounts receivable   (356)      (610)        179       1,024
   Net (increase) decrease to inventories         (1,804)     1,038          58      (1,090)
   Net decrease (increase) to other current
    and other long-term assets                        57          1         (17)         95
   Net increase (decrease) to accounts
    payable and accrued expenses                      19       (257)         40       1,128
                                                  ------     ------     -------     -------
 Net cash flows from operating activities
  of continuing operations                        (1,580)    (1,262)        201      (1,374)
 Net cash flows from operating activities
  of discontinued operations                          (7)        -           (7)       (196)
                                                  ------     ------     -------     -------
      Net cash flows from operating activities    (1,587)    (1,262)       (194)     (1,571)
                                                  ------     ------     -------     -------
 CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds from the sale of Rymer Seafood              -          -           -          950
 Capital expenditures                               (265)      (221)         (6)       (609)
 Other                                                -          -           -            1
 Net cash flows from investing activities
  of discontinued operations                          -         800          -           -
      Net cash flows from investing activities      (265)       579          (6)        342
                                                  ------     ------     -------     -------
<PAGE>
 CASH FLOWS FROM FINANCING ACTIVITIES:
 Change in cash overdraft                            189        226          38        (181)
 Repayments under line-of-credit facility        (54,383)   (33,689)     (3,051)    (27,021)
 Borrowings under line-of-credit facility         56,046     34,146       2,825      28,431
 Net cash flows from financing activities
  of continuing operations                         1,852        683        (188)      1,229
                                                  ------     ------     -------     -------
      Net cash flows from financing activities     1,852        683        (188)      1,229
                                                  ------     ------     -------     -------
 Net change in cash                                   -          -           -           -
 Cash and cash equivalents balance at
  beginning of fiscal year                            -          -           -           -
                                                  ------     ------     -------     -------
 Cash and cash equivalents balance at end
  of fiscal year                                 $    -     $    -     $     -     $     -
                                                  ======     ======     =======     =======

 --------------------------------------------------------------------------------------------
 See accompanying notes.
</TABLE>
<PAGE>
<TABLE>

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
 For the fiscal years ended October 30, 1999, October 31, 1998
  and October 25, 1997

                                           Additional                 Total
                                   Common    Paid-In   Accumulated Stockholders'
                                    Stock    Capital    Deficit       Equity
                                                                     (Deficit)
 -------------------------------------------------------------------------------
 <S>                               <C>        <C>       <C>          <C>
 Balance at October 26, 1996       $10,754    $44,363   $(70,733)    $(15,616)
 Net income for the eleven
  month period ended
  September 20, 1997                    -          -      20,209       20,209
 Effect of reorganization and
  fresh start accounting:
   Cancellation of predecessor
    deficit                        (10,599)   (39,925)    50,524           -
   Issuance of new shares pursuant
    to plan of reorganization           17        413         -           430
                                    ------     ------    -------      -------
 Balance at September 20, 1997         172      4,851         -         5,023
 Net loss for one month period
  ended October 25, 1997                -          -        (113)        (113)
                                    ------     ------    -------      -------
 Balance at October 25, 1997           172      4,851       (113)       4,910
 Net loss                               -          -      (2,017)      (2,017)
                                    ------     ------    -------      -------
 Balance at October 31, 1998           172      4,851     (2,130)       2,893

 Net Income                             -          -          33           33

 Variable stock option                  -          11         -            11
                                    ------     ------    -------      -------
 Balance at October 30, 1999       $   172    $ 4,862   $ (2,097)    $  2,937
                                    ======     ======    =======      =======

 -------------------------------------------------------------------------------
 See accompanying notes.
</TABLE>
<PAGE>

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1.  Summary of Significant Accounting Policies

  Fiscal Year and Basis of Presentation

  The fiscal year of the Company ends the last Saturday in October.   For
  all years presented, the fiscal year was 52 weeks except 1998 which was
  53 weeks.

  In accordance  with the  AICPA Statement  of Position  90-7,  Financial
  Reporting by Entities in Reorganization Under the Bankruptcy Code,  the
  Company adopted fresh-start  reporting as of  September 20,  1997.   In
  accordance with fresh-start accounting, the  gain on discharge of  debt
  resulting  from  the  bankruptcy  proceedings  was  reflected  on   the
  predecessor  Company's  financial  statements  for  the  period   ended
  September 20,  1997.   In  addition,  the accumulated  deficit  of  the
  predecessor Company  at  September 20,  1997,  was eliminated,  and  at
  September 21,  1997,  the reorganized  Company's  financial  statements
  reflected no beginning retained earnings or deficit.  In addition,  the
  Company's capital structure was recast in conformity with its  approved
  Plan.

  As  a  result  of  the  Company  adoption  of  fresh-start  accounting,
  reporting for  the  year ended  October  25, 1997  is  accomplished  by
  combining the financial results for the one-month period ended  October
  25, 1997 and those of the eleven-month period ended September 20, 1997.
  Because  of  the application  of fresh-start  reporting, the  financial
  statements for the periods after  reorganization are not comparable  in
  any respect  to  the financial  statements  for the  periods  prior  to
  reorganization.

  Principles of Consolidation

  The consolidated  financial  statements  include the  accounts  of  the
  Company  and  all  of  its   subsidiaries  after  elimination  of   all
  significant intercompany  accounts and  transactions.   The Company  is
  engaged in  the development  and  production of  frozen,  pre-seasoned,
  portion controlled meat entrees  for restaurants and other  foodservice
  customers, primarily in the United States.

  Cash Equivalents

  The Company considers short-term investments purchased with  maturities
  of ninety days or less to be cash equivalents.

  Inventories

  Inventories are  stated at  the lower  of first-in,  first-out cost  or
  market.
<PAGE>
  Property, Plant and Equipment

  Property, plant  and equipment  are stated  at cost.   Depreciation  is
  recognized on a straight-line basis over the estimated useful lives  of
  the related assets generally from 3 years to 7 years.  Expenditures for
  maintenance and repairs are charged to  operations as incurred.   Gains
  or losses on  the disposition  of assets  are reflected  in results  of
  operations.


  Revenue Recognition

  The Company recognizes sales revenues at the time of shipment.
  Income Taxes

  Deferred income taxes are recorded to  reflect the tax consequences  on
  future years of differences between the basis of assets and liabilities
  for income tax and for financial reporting purposes.  In addition,  the
  amount of any future tax benefits is reduced by
  a valuation allowance to the extent  such benefits are not expected  to
  be fully realized.


  Earnings (Loss) Per Share

  The difference  between  basic  and dilutive  weighted  average  common
  shares  results  from  the  assumption  that  dilutive  stock   option-
  outstanding were exercised.

  Since there is a net loss for the  year ended October 31, 1998 and  the
  one month period ended October 25,  1997, common stock equivalents  are
  excluded from the  diluted earnings  per share  calculation since  they
  would be antidilutive.

  Amounts for the predecessor  company are not presented  as the data  is
  not meaningful due to the Company's reorganization.

  Use of Estimates

  The preparation of  financial statements in  conformity with  generally
  accepted accounting principles  requires management  to make  estimates
  and  assumptions  that  affect  the  reported  amounts  of  assets  and
  liabilities and  disclosure of  contingent  assets and  liabilities  at
  October 30, 1999  and October  31, 1998,  and the  reported amounts  of
  revenues and expenses during  the three year  period ended October  30,
  1999.  Actual results could differ from those estimates.
<PAGE>

  2.  Restructuring and Restructuring Charges

  During the  1997  fiscal year,  the  Company recorded  a  Restructuring
  charge of $1.6  million related to its Senior Note restructuring  plan.
  These  costs  included legal  fees,  financial consultants,  and  other
  costs associated with  the conversion process  of the Company's  Senior
  Notes to equity.

  3.  Discontinued Operations and Assets Held for Sale

  The  accompanying   consolidated  financial   statements  reflect   the
  operations of the Company's Rymer Plant City subsidiary as discontinued
  operations for accounting purposes.

  Rymer Chicken - Plant City

  During 1992, the Company decided to place its idle Plant City,  Florida
  chicken facility and equipment for sale.

  During 1993, the Company  recognized a loss of  $344,000 to reduce  the
  carrying  value  of  the  Plant  City  property  to  an  estimated  net
  realizable value of $1.6  million.  This loss  was partially offset  by
  income of $272,000 from the elimination of reserves established  during
  1992 for  Plant City  losses.   In December  1996, the  Company had  an
  independent appraisal  performed of  the Plant  City  facility.   As  a
  result of the appraisal,  the carrying value of  the facility and  land
  was written down by  $450,000 to the  appraised value of  approximately
  $1.2 million.   The  $450,000  writedown is  included  as a  loss  from
  discontinued operations  in  the Company's  consolidated  statement  of
  operations.

  During the final quarter of 1997, the Company entered into an agreement
  to sell its Plant  City, Florida facility.   The contract called for  a
  purchase price of $800,000.  The terms of the selling agreement were as
  follows:   35% down payment, balance to be paid over  a five-year note.
  The five year note was paid off in cash  in 1998.  The sale was  closed
  in the second fiscal quarter of 1998.  As  a result of the sale of  the
  facility, a $566,000 loss was incurred.   This charge is included as  a
  loss from  disposition  of  discontinued operations  in  the  Company's
  consolidated statement  of operations  prior to  the reorganization  in
  1997.   The loss  is  primarily attributable  to  a write-down  of  the
  plant's book value to the agreed contract price plus estimated expenses
  to repair the facility.
<PAGE>
  Other Discontinued Operations

  The following  summarizes  the  results  of  the  various  discontinued
  operations reflected  in the  accompanying Consolidated  Statements  of
  Operations (in thousands):

<TABLE>
                                Reorganized Company      Predecessor
                                                           Company
                             --------------------------   ---------
                             Twelve    Twelve     One      Eleven
                             Month     Month     Month     Month
                             Period    Period    Period    Period
                             Ended     Ended     Ended     Ended
                            Oct. 30,  Oct. 31,  Oct. 25,  Sept. 20,
                              1999      1998      1997      1997
 ------------------------------------------------------------------
 <S>                        <C>       <C>       <C>       <C>
 Sales:
    Rymer Chicken           $   -     $    -    $   -     $    -
        Total sales         $   -     $    -    $   -     $   -
 Income (loss) from
  discontinued operations:
    Rymer Chicken           $   -     $    -    $   -     $    -
                            $   -     $    -    $   -     $    -
 Loss on dispositions of
  discontinued operations:
    Rymer Chicken           $   -     $   -     $   -     $   (566)
                            $   -     $   -     $  -      $   (566)

</TABLE>
  4.  Reorganization Plan

  The Company adopted  "fresh-start reporting" on  September 20, 1997  in
  accordance with  Statement  of  Position ("SOP")  90-7  issued  by  the
  American Institute of Certified Public Accountants.  SOP 90-7 calls for
  the adoption of "fresh-start reporting" if the reorganization value  of
  the emerging entity immediately before the date of confirmation is less
  than the total of all postpetition liabilities and prepetition  allowed
  claims, and if  holders of  existing voting  shares immediately  before
  confirmation receive less than 50 percent  of the voting shares of  the
  emerging entity,  both  conditions  of  which  were  satisfied  by  the
  Company.  Although the  consummation date was  October 6, 1997,  fresh-
  start reporting  was adopted  on September  20, 1997.   There  were  no
  fresh-start related adjustments during the period September 21, 1997 to
  October 6, 1997.

  Under fresh-start accounting, all  assets and liabilities are  restated
  to reflect their reorganization value, which approximates book value at
  date of reorganization.   Therefore, no  reorganization value has  been
  allocated to the assets  and liabilities.  In  addition, the amount  of
  debt forgiveness was $25.6 million and  the accumulated deficit of  the
  predecessor company at September 20,  1997 totalling $50.4 million  was
  eliminated, and  at  September  21,  1997,  the  reorganized  company's
  financial  statements  reflected  no  beginning  retained  earnings  or
  deficit.
<PAGE>

  5.  Inventories

  Inventories consist of the following (in thousands):

                                October 30,        October 31,
                                   1999               1998
                                  ------             ------
       Raw materials             $ 3,251            $ 2,166
       Finished goods              1,819              1,100
                                  ------             ------
                                 $ 5,070            $ 3,266
                                  ======             ======

  6.  Borrowings

  Borrowings consisted of the following (in thousands):

                                               October 30,   October 31,
                                                  1999          1998
                                                -------       -------
       Banks, with interest of 2% over
        prime in 1999 and 1998                 $  3,514      $  1,851
       Less current maturities                 $     -       $  1,851
                                                -------       -------
                                               $  3,514      $      0
                                                =======       =======

  The prime  rate  applicable to  the  Company's outstanding  bank  notes
  payable was 8.25% at October 30, 1999 and 8% at October 31, 1998.   The
  weighted average interest  rate relating to  these borrowings was  9.9%
  and 10.1% during fiscal 1999 and 1998 respectively.

  The Company on April 23, 1998 entered into a loan agreement with FINOVA
  that  replaced  the loan agreement  with another financial institution.
  The credit facility provides up to  $4 million for the Company  through
  April 23, 2001.  The FINOVA agreement contains loan covenants that  the
  Company must meet.  At October 31, 1998, the Company was in  compliance
  with all covenants.

  Under the agreement noted above the Company's Rymer Meat subsidiary had
  total lines of credit available of $3.8 million at October 30, 1999 and
  $2.6 million at October 31, 1998, of which $.3 million and $.7 million,
  respectively, was unused.

  The Company's  bank agreements  contain certain  restrictive  covenants
  which, among other things, limit the amount of indebtedness incurred by
  the Company and its subsidiaries and require the maintenance of certain
  financial ratios by the Company and its subsidiaries.

  Substantially all of  the Company's property,  plant and equipment  and
  certain current  assets  are  pledged  as  collateral  under  its  bank
  agreement.
<PAGE>
  7.  Leases

  The Company and its subsidiaries lease certain facilities and equipment
  used  for  offices  and  manufacturing.    Total  rental  expense  from
  continuing operations  under  all operating  leases  was  approximately
  $512,000, $476,000 and $476,000 in fiscal 1999, fiscal 1998 and  fiscal
  1997, respectively.  The above lease costs do not include the costs  of
  taxes, insurance, maintenance and utilities  which the Company and  its
  subsidiaries are required to pay.

  The lease  for the  Chicago meat  processing facility  expired in  July
  1996.  The Company has subsequently negotiated for revised lease  space
  and lower  rental costs  and leases  the facility  on a  month-to-month
  basis.

  Property, plant and  equipment recorded under  lease commitments  under
  non-cancelable leases are not material.

  8.  Income Taxes

  The Company's deferred tax asset is related primarily to its  operating
  loss carryforward for tax  reporting purposes which approximated  $21.0
  million at  October  30, 1999  and  October 31,  1998.   The    Company
  recorded a valuation  allowance amounting  to the  entire deferred  tax
  asset balance because the Company's financial condition, its lack of  a
  history of  consistent earnings,  possible limitations  on the  use  of
  carryforwards, and the expiration dates of certain of the net operating
  loss carryforwards give rise to uncertainty as to whether the  deferred
  tax asset is realizable.

  The  components  of  the  net  deferred  tax  asset  recorded  in   the
  accompanying consolidated balance  sheets as  of October  30, 1999  and
  October 31, 1998 are as follows (in thousands):


                                                      1999       1998
                                                     ------     ------
       Deferred tax assets:
         Accounts receivable                        $    53    $    53
         Inventories                                    137         94
         Property, plant and equipment                  431        352
         Other liabilities and reserves                 147         97
         Alternative minimum tax credits                 68         68
         Net operating loss carryforwards             7,182      7,300
         Investment tax credits                         512        512
         Contribution carryover                          27         10
                                                     ------     ------
           Total deferred tax assets                  8,557      8,486
         Less:  Valuation allowance                  (8,557)    (8,486)
                                                     ------     ------
           Net deferred tax asset                   $     -    $     -
                                                     ======     ======
<PAGE>

  The following table accounts for the difference between the actual  tax
  provision attributable  to loss  before income  taxes and  the  amounts
  obtained by applying the statutory U.S. Federal income tax rate of  34%
  to the loss before income taxes.


                                                     Fiscal Years Ended
                                             -----------------------------------
                                             October 30, October 31, October 25,
                                                1999       1998        1997
                                                ----       ----        ----
 (Loss) income before income taxes:
   Income (loss) from continuing operations     $  33   $ (2,017)    $ (4,941)
   (Loss) income from discontinued operations      -          -          (566)
                                                 ----    -------      -------
 Total income (loss) before income taxes        $  33   $ (2,017)    $ (5,507)
                                                 ====    =======      =======

 Total (benefit) provision computed by applying
  the U.S. statutory rate (34%)                 $  11   $   (686)    $ (1,872)
 Increases (decreases) in taxes due to:
   Loss which provides no current tax benefit      -         686        1,872
 Use of net operating loss carryforwards        $ (11)        -            -
   Other differences, net                          -          -            -
                                                 ----    -------      -------
 Actual tax provision                           $  -    $     -      $     -
                                                 ====    =======      =======

  The Company's Federal income tax returns  are subject to review by  the
  Internal Revenue Service, the results of which cannot be predicted with
  certainty.  At  October 30,  1999, the  Company had  an operating  loss
  carryforward for tax reporting purposes approximating $21 million which
  is available to offset  future Federal taxable  income which begins  to
  expire in 2007.  Additional restrictions under Section 382 may apply to
  limit the  amount  of net  operating  loss carryforward  which  can  be
  utilized in the future.

  9.  Stockholders' Equity

  The Company has authorized  20,000,000  shares of  common stock with  a
  par value of $0.04 per share and 400,000 shares of preferred stock with
  a par value of $10 per share.

  At October 30, 1999, there were 430,000  stock shares reserved for  the
  exercise of stock options.

  10.  Capital Stock, Stock Options and Warrants

  In 1994, the Company adopted the 1994 Stock Plan (the 1994 Plan).   The
  1994 Plan permitted the issuance to key employees and directors options
  to purchase up to 580,000 shares of common stock.

  Options granted under the 1994 Plan were exercisable at the fair market
  value of the  Common Stock  on the  date the  option was  granted.   At
  October 26, 1996, 293,250 options were outstanding under the 1994 Plan.
  In  connection with the Company's restructuring, the options under  the
  1994 Plan were cancelled.
<PAGE>
  A summary of stock option activity and other related information is  as
  follows:

                                               Options Outstanding
                                               -------------------
                                                                Weighted
                                            Number              Average
                                         Outstanding        Price per share
                                            -------              -------

  Balance, October 27, 1996                 293,250             $   1.68

  Granted                                      -
  Exercised                                    -
  Canceled                                 (293,250)            $   1.68
                                            -------              -------
  Balance, October 25, 1997                    -

  Granted                                   348,000             $   0.87
  Exercised                                    -
  Canceled                                     -
                                            -------              -------
  Balance, October 31, 1998                 348,000             $   0.87

  Granted                                   426,000             $   0.25
  Exercised                                    -
  Canceled                                 (348,000)            $   0.87
                                            -------              -------
  Balance, October 30, 1999                 426,000             $   0.25
                                            =======              =======

  In October  1995,  the  Company  engaged  the  financial  advisory  and
  turnaround firm of Kirkland Messina, Inc. (KM) to assist the Company in
  developing a plan to return the  Company to profitability.  As part  of
  KM's compensation, the Company issued  KM 500,000 warrants to  purchase
  common stock of the Company at an exercise price in cash of $1.675  per
  share.  The  warrants issued  to KM  expire October  1, 1998,  however,
  these  warrants  were  cancelled  as   the  result  of  the   Company's
  restructuring.

  On November 8, 1995, the Company announced that it had hired P. E. (Ed)
  Schenk as its  President and Chief  Executive Officer. As  part of  Mr.
  Schenk's compensation,  he  was  issued 750,000  warrants  to  purchase
  common stock of the Company at an  exercise price  of $1.00  per share.
  The warrants  issued to  Mr. Schenk  expire November  8, 1998.    These
  warrants  also  were   cancelled  as  the   result  of  the   Company's
  restructuring.

  In  connection  with  the  reorganization, the  Company issued  430,000
  common shares to senior  management.  The estimated  fair value of  the
  shares was  recorded  as expense  for  the eleven  month  period  ended
  September 20, 1997.

  Effective with the  Company's reorganization, a  new stock option  plan
  was put into  place.   As of  October 25,  1997, there  were no  shares
  granted or exercised under the new plan.
<PAGE>
  During 1998,  the Company  issued options  to key  employees and  board
  members for  the purchase  of  348,000 shares  of  common stock.    The
  options vest either  immediately or equally  over a  four year  period,
  commencing with the  date of  grant.   The exercise  price ranges  from
  $0.44 per share to  $1.00 per share,  the market price  on the date  of
  grant.  The options will expire five years from the date of grant.   On
  March 12, 1999 all of the options previously issued were cancelled, and
  then reissued at a exercise price  of $0.22 per share, the market price
  on the date of  reissuance.  Compensation expense  of $11,000 has  been
  recognized by the Company as a result of repricing some of the options.
  The  pro forma affect of applying the fair  value based method to these
  options would not have a  material affect on the  reported net earnings
  (loss) and would not change  the net earnings (loss)  per share for the
  years ended October 30,  1999 and October  31, 1998 respectfully.   The
  fair value of these options was computed  by  applying  the   following
  assumptions to the Black Scholes options pricing model:  no  dividends;
  risk-free interest rate of 5.46%; volatility  of 26.8%; and an  average
  term of 4 years.

  In accordance with the provisions of SFAS No. 123, and "Accounting  for
  Stock-Based Compensation",  the  Company  has elected  to  continue  to
  account for stock  based compensation under  the intrinsic value  based
  method of accounting prescribed by Accounting Principles Board  ("APB")
  Opinion No. 25, "Accounting for Stock Issued to Employees".  Under  APB
  Opinion 25,  generally  no  cost is  recorded  for  options  issued  to
  employees unless  the option  price is  below the  fair value  at  date
  options are granted.

  11.  Employee Benefit Plans

  The Company currently sponsors a Company-wide 401(k) savings plan.  The
  plan covers all salaried personnel at the Chicago processing plant  and
  the Company's corporate  headquarters who  have completed  6 months  of
  service.   The  Company  makes matching  contributions  to  the  401(k)
  savings plan of up to 5% of each participants' compensation.

  Contributions and  costs expensed  under the  401(k) savings  plan  for
  employees relating to the  Company's continuing operations amounted  to
  approximately $82,000,  $86,000 and  $96,000  for fiscal  1999,  fiscal
  1998, and fiscal 1997, respectively.

  12.  Commitments and Contingencies

  The amounts of liability,  if any, for claims  and actions against  the
  Company and its subsidiaries at October  30, 1999 are not  determinable
  but, in the opinion  of management, such liability,  if any, would  not
  have a material effect upon the Company's financial position or results
  of operations.

  The Company  has  agreements with  certain  of its  customers  to  sell
  merchandise over the next year for specified prices.   The Company also
  has agreements with certain of its suppliers to purchase raw materials.
  The  agreements extend  for up to  one year and  provide the price  and
  quantity of  materials  to  be supplied.    The  Company  had  purchase
  commitments of $1.8 million as of October 30, 1999.
<PAGE>
  13.  Supplemental Cash Flow Information
  Supplemental cash flow information is as follows (in thousands):


                                             1999      1998       1997
                                             ----      ----       ----
       Cash paid for:
         Interest                           $ 333     $ 190      $ 128
                                             ====      ====       ====
         Federal, state and local
          income taxes (net of tax refunds) $  15     $  10      $  10
                                             ====      ====       ====

  14.  Concentration of Credit Risk and Supplemental Sales Information

  Financial  instruments  that   potentially  subject   the  Company   to
  significant  concentrations  of  credit  risk  consist  principally  of
  accounts receivable.

  The Company routinely assesses the financial strength of its  customers
  and, as  a consequence,  believes that  its trade  accounts  receivable
  credit risk exposure is limited.  The Company establishes an  allowance
  for doubtful accounts based upon factors
  surrounding the credit risk  of specific customers, historical  trends,
  and other information.

  Sales to customers  outside the  United States  were less  than 10%  of
  consolidated sales in each year presented.

  No customer represents 10%  or more of the  Company's sales in 1999  or
  1998.


  15.  Fourth Quarter Adjustments


  1999

  None


  1998

  None


  1997

  During the final quarter of 1997, the Company entered into an agreement
  to sell its Plant City, Florida facility.   As a result of the  pending
  sale, a $566,000 loss was incurred.  This charge is included as a  loss
  from  disposition   of  discontinued   operations  in   the   Company's
  consolidated  statement  of   operations.    The   loss  is   primarily
  attributable to a write-down of the facility's book value to the agreed
  contract price plus estimated expenses to repair the facility.
<PAGE>

  16.  New Accounting Standards

  There  are  no  currently  issued  but  not  yet  effective  accounting
  standards that  adoption  of  would  have  a  material  impact  on  the
  Company's financial position or results of operations.

  Item 9. Changes in and Disagreements with Accountants on Accounting and
  Financial Disclosure

  None


                                   PART III


  Item 10.  Directors and Executive Officers of the Registrant

  The disclosure required by Item 10 is set forth in, and is incorporated
  by reference to,  the Company's Proxy  Statement relating  to the  1999
  Annual Meeting of Stockholders, which will be filed with the Securities
  and Exchange Commission on or before February 29, 2000 (the 2000  Proxy
  Statement).

  Item 11.  Executive Compensation

  The disclosure required by Item 11 is set forth in, and is incorporated
  by reference to, the 2000 Proxy Statement.

  Item  12.    Security  Ownership  of  Certain  Beneficial  Owners   and
  Management

  The disclosure required by Item 12 is set forth in, and is incorporated
  by reference to, the 2000 Proxy Statement.

  Item 13.  Certain Relationships and Related Transactions

  The disclosure required by Item 13 is set forth in, and is incorporated
  by reference to, the 2000 Proxy Statement.
<PAGE>

                                 PART IV

  Item 14.  Exhibits, Financial Statement Schedules, and Reports on  Form
  8-K
                                                                        Page
  (a) 1. The following audited consolidated  financial statements of
         the Company are included in Part II, Item 8:

         Consolidated Statements of Operations for the fiscal years
         ended October 30, 1999, October 31, 1998 and October 25, 1997    12

         Consolidated Balance Sheets as of October 30, 1999 and
         October 31, 1998                                                 13

         Consolidated Statements of Cash Flows for the fiscal years
         ended October 30, 1999, October 31, 1998 and October 25, 1997    14

         Consolidated Statements of Stockholders' (Deficit) Equity for
         the fiscal years ended October 30, 1999, October 31, 1998 and
         October 25, 1997                                                 15

         Notes to Consolidated Financial Statements                     16-24

         Note:   Reporting for the year ended October 25, 1997 is
         accomplished by combining the financial results for the
         one-month period ended October 25, 1997 and those of the
         eleven-month period ended September 20, 1997.

  (a) 2. Financial Statement Schedules:

         Schedule II - Valuation and Qualifying Accounts and Reserves     26

         Schedules, other than  those listed above,  are omitted as  they
  are not  applicable  or required  or  equivalent information  has  been
  included in the financial statements or notes thereto.


  (a) 3.     Exhibits:

          2        Plan of Reorganization                          *

         11        Computation of Earnings Per Share               28

         21        Subsidiaries of the Company                     29

         27        Financial Data Schedule (EDGAR filing version) N/A

         NOTE:  With the exception of Exhibit Nos. 2, 11, 21 and 27,  the
         registrant will  furnish  copies  of such  other  Exhibits  upon
         written request to the Secretary at the address on the cover  of
         the Form 10-K Annual Report.  A reasonable copying and  handling
         fee will be charged.

  (b)    Reports on Form 8K

           None

         * Included as an exhibit in the Company's S-4 filing;
           incorporated herein by reference.
<PAGE>
<TABLE>


             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
  FOR THE YEARS ENDED OCTOBER 30, 1999, OCTOBER 31, 1998 AND OCTOBER 25, 1997
                    RYMER FOODS INC. AND SUBSIDIARIES



                                                     Additions
                                                     Charged to
                            Balance at   Charged to     Other                 Balance at
                            Beginning     Costs and   Accounts    Deductions      end
       Description           of Year      Expenses   (describe)   (describe)    of Year
                            ----------   ----------  ----------   ----------   ---------
                                             (in thousands)
  <S>                       <C>           <C>         <C>           <C>           <C>
  Deducted in the balance
   sheets from the assets
   to which they apply:

  Allowance for doubtful
   accounts-current:

  For the fiscal year ended
  October 30, 1999           $  155       $   -                      $   -        $  155

  For the fiscal year ended
  October 31, 1998              141          60                         46 (a)       155

  For the fiscal year ended
  October 25, 1997              200         120                        179 (a)       141


  (a)  Accounts written off, net of recoveries

</TABLE>
<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.

                                  Rymer Foods Inc.
                                  (Registrant)


                                 By    /s/ P. Edward Schenk

                                 P. Edward Schenk, Chairman of the Board
                                 and Chief Executive Officer


  Date:  January 25, 2000



  Pursuant to the requirements  of the Securities  Exchange Act of  1934,
  this report has been signed below by the following persons on behalf of
  the Registrant and in the capacities and on the date indicated.


  /s/ P. Edward Schenk    Chairman of the Board                   1/25/00
  P. Edward Schenk        and Chief Executive Officer
                          (Principal Executive Officer)


  /s/ Edward M. Hebert    Director, President, Chief Financial    1/25/00
  Edward M. Hebert        Officer, Treasurer and Secretary

  /s/ Michael Bowen       Director                                1/25/00
  Michael Bowen

  /s/ Michael J. Brinati  Director                                1/25/00
  Michael J. Brinati

  /s/ John W. Elting      Director                                1/25/00
  John W. Elting

  /s/ Barry Spector       Director                                1/25/00
  Barry Spector