SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                               Form 10-K/A-1

           ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                      SECURITIES EXCHANGE ACT of 1934
                For the fiscal year ended October 28, 2000

                          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  60690
                              (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 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  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  and  subsequent to  the  distribution  of
 securities under a plan confirmed by a court.  Yes     X      NO

      As  of  January  26,  2001,  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 $2.1 million.

                    DOCUMENTS INCORPORATED BY REFERENCE

 Certain exhibits  are  incorporated  herein by  reference.    The  Index  of
 Exhibits is on  Page 25  of Form  10-K that  the registrant  filed with  the
 Securities and Exchange Commission on February 12, 2001.


<PAGE>
                                   PART III


 Item 10.  Directors and Executive Officers of the Registrant.

 Class 2 Directors (Term of Office Expiring in 2001)

      MICHAEL BRINATI  (age  41;  Director  since  1997).    Mr.  Brinati  is
 President, Chief Executive Officer and a principal shareholder of Iowa Grain
 Company, a Chicago-based Futures Commission  Merchant clearing member.   Mr.
 Brinati is also a full member  of the Chicago Board  of  Trade  ("CBOT") and
 has been a member of the CBOT since 1984.  He is an active  floor broker and
 proprietary trader  in the soybean quadrant on the CBOT trading floor.   Mr.
 Brinati is currently a governor of the Board of Trade Clearing  Corporation,
 a term expiring in February 2001.

      JOSEPH THORNTON (age 39; Director since 2000).  Mr. Thornton is counsel
 to W.R. Huff Asset Management Co., L.L.C., and has worked  with the firm for
 ten years.  Mr.  Thornton received a  BA degree (Economics)  and JD and  MBA
 degrees from the  University of  North Carolina  at   Chapel Hill.   He  has
 served on  the  Board of  Directors  of  e.spire Communications  and  as  an
 observer to the Board of Price Communications.

 Class 1 Directors (Term of Office Expiring in 2002)

      BARRY SPECTOR (age  58; Director  since 1997).   Mr.  Spector has  been
 Senior Vice President  of Ferris Baker  Watts, Inc.,  an investment  banking
 firm, since August 1999.   From March 1997 to  August 1999, Mr. Spector  was
 the Managing  Director of  Bengur, Bryan  & Co.   Prior  to such  date,  Mr.
 Spector was   President and  Chief Executive Officer  of Acme  Foods Co.,  a
 national snack meat company.

      KENNETH HARMONAY  (age  39; Director  since  2000).   Mr.  Harmonay  is
 Director of Research at W.R. Huff Asset Management Co. L.L.C., and  has been
 with the firm for more than  ten years.  Mr.  Harmonay received a BS  degree
 (Economics)  from  Lehigh  University  and  an  MBA    degree  from  Fordham
 University.    He  has   served  on  the  Boards   of  Directors  of   Price
 Communication, Trident  NGL,  Inc.  and Multi-Market  Radio  (prior  to  its
 acquisition by  SFX Broadcasting),  and  as an  observer  to the  Boards  of
 Benedek Corporation and Arcadian Corporation.

      P.E. SCHENK (age 63, Director since November 1995). Mr. Schenk was  the
 Chief Executive Officer of  the Company from November  1995 until May  2000,
 and President from  November 1995 until  April 1999. In  1994 and 1995,  Mr.
 Schenk operated Schenk & Associates, Inc., a consulting practice. Mr. Schenk
 was Executive Vice President  of Lykes Processed  Meats Group from  December
 1993 to November 1994, and  from August 1993 to  December 1993 he served  as
 Senior Vice President of  Sales & Marketing. From  1986 to 1993, Mr.  Schenk
 was employed  by Smithfield  Foods, Inc.  as President  and Chief  Operating
 Officer of various meat processing subsidiaries.

 Class 3 Directors (Term of Office Expiring in 2003)

      EDWARD BANKS  (age 38;  Director since 2000).  Mr. Banks is a Portfolio
 Manager at W.R.  Huff Asset Management  Co., L.L.C., and  has been with  the
 firm for more than eleven  years.  He received  his BA degree (History)  and
 his MBA degree from Rutgers University.  Mr. Banks has served on the  Boards
 of Directors of Magellan Health Services,  The  Del  Monte Corporation, Abco
 Foods, Arch Communications Group  and e.spire Communications.   He also  has
 been an  observer  to  the  Boards  of  Multi-Market  Radio  (prior  to  its
 Acquisitions by SFX Broadcasting) and Powertel, Inc.

      PAUL CONTI  (age 58,  Director since  2000).   Mr. Conti  has been  the
 Company's President  and  Chief  Executive  Officer  since  June  2000,  and
 Chairman of the Board since December  2000. From February 1999 to  December,
 2000, Mr.  Conti was  the  Company's Executive  Vice  President.   Prior  to
 joining  the  Company,  Mr.  Conti  operated  a  food  service  company  for
 approximately 25 years.
<PAGE>

                              EXECUTIVE OFFICERS

 The following is  a list  of the  names and  ages of  the current  executive
 officers of the Company, the period during which each has served as such and
 their respective positions:


      Name and Age       Position(s)

      Paul Conti, 58     President, Chief Executive Officer and
                         Chairman of the Board of Rymer Meat Inc.
                         (since December 2000)

 Mr. Conti is a citizen of the United States of America.

<PAGE>

 Item 11.  Executive Compensation.

<TABLE>
                         SUMMARY COMPENSATION TABLE


                                 Annual Compensation(1)                    Awards              Payouts
                         ---------------------------------------   -----------------------  ------------
                                                    Other Annual   Restricted   Securities
                                                    Compensation     Stock      Underlying      LTIP         All Other
 Name and Principal      Year  Salary ($)  Bonus ($)    ($)(2)     Award(s) ($)  Options/    Payouts ($)  Compensation(3)
 Position                                                                        SARs (#)
 ----------------------  ----  ----------  -------  ------------   ------------ ----------   -----------  ---------------
 <S>                     <C>    <C>        <C>          <C>          <C>         <C>          <C>              <C>
 Paul Conti, President,  2000   224,447    120,000       7,200
 Chief Executive         1999   111,539                  5,400                    50,000
 Officer and Chairman
 of the Board

 P. E. Schenk, Chairman  2000    18,989                                                                           -
 and Chief Executive     1999   126,923                  1,650                                                  4,293
 Officer (from November  1998   207,692                  6,600                                                  8,000
 1995 to May  2000) (4)

 Edward M. Hebert,       2000   106,248                  4,000                                                    -
 President, CFO,         1999   179,231                  6,000                                                  8,435
 Treasurer and           1998   130,353                  6,000                                                  6,796
 Secretary(5)

 Jose Muguerza,          2000   123,299     20,000       5,000                                                    -
 Executive V.P., Chief   1999   138,077                  6,000                   175,000                        6,690
 Operating Officer(6)    1998    99,192                  6,000                                                  5,201


 (1)      For fiscal year ended on the last Saturday of October in each year.
 (2)      Reimbursement allowance for automobile use and maintenance.
 (3)      Represents vested amount from the Company's 401k Plan and also
          includes a one-time stock grant under the terms of the Company's
          prepackaged plan of reorganization to Mr. Schenk and Mr. Hebert
          of $258,000 and $172,000 respectively.
 (4)      Mr. Schenk resigned as Chairman of the Board and Chief Executive
          Officer effective May 31, 2000, but has provided services to the
          Company as a consultant since that time.
 (5)      Mr. Hebert resigned from all positions with the Company effective
          June 13, 2000.
 (6)      Mr. Muguerza resigned from his position with the Company  effective
          August 15, 2000.


</TABLE>
<PAGE>
<TABLE>

                 OPTION GRANTS IN 2000 FISCAL YEAR


                    Number of   Percent of   Exercise  Expiration   Present
                   Securities Total Options   or Base     Date       Value
                   Underlying   Granted to     Price              Under Black
                     Options   Employees in    ($/Sh)               Scholes
  Name               Granted   Fiscal Year                            Model
  ---------------- ---------- -------------  --------  ---------- -----------
  <S>              <C>        <C>            <C>       <C>        <C>
  P. E. Schenk            -            -           -          -          -


  Edward M. Hebert        -            -           -          -          -


  Jose Muguerza           -            -           -          -          -


  Paul Conti              -            -           -          -          -

</TABLE>
<TABLE>
                      AGGREGATED OPTION EXERCISES IN 2000
                 FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES


                  Shares     Value       Number of            Values
                 Acquired   Realized    Unexercised        Unexercisable
                    on        ($)       Options at          In-the-Money
   Name          Exercise             Fiscal Year-End     Options at Fiscal
                                     (#) Exercisable/      Year-End ($)
                                       Unexercisable  Exercisable/Unexercisable
   -----------   --------   -------  ---------------- -------------------------
   <S>           <C>        <C>      <C>              <C>
   P.E. Schenk      0          0            0/0                  0

   Edward M.        0          0            0/0                  0
   Hebert

   Jose             0          0            0/0                  0
   Muguerza

   Paul Conti       0          0           50,000                0

</TABLE>
<PAGE>

                      REMUNERATION OF EXECUTIVE OFFICERS

                        Compensation Committee Report

      In fiscal 2000, the Company's philosophy on executive compensation  was
 to attempt to  provide a  compensation package  competitive with  comparable
 companies in the food industry and  which linked the amount of  compensation
 provided to the  achievement of  business objectives  while recognizing  the
 economic factors then affecting the Company. In this regard, individual base
 salaries were established for the Chief  Executive Officer and others  based
 generally on the  Board of Directors'  perception of competitive,  industry-
 wide salaries, the executive's experience and  seniority, as well as his  or
 her performance, while considering the overall  level of spending which  the
 Board deemed appropriate for officers' salaries  in light of these  economic
 factors. In fiscal 2000, there were two programs of direct executive officer
 compensation:  the  Base  Salary  Program  and  the  Incentive  Compensation
 Program. Base Salary Program base salary for 2000 for the executive officers
 named  in  the  Summary  Compensation  Table  was determined  based on their
 respective employment  agreements.   See  "Certain  Transactions and Related
 Transactions."



 Item 12.  Security Ownership of Certain Beneficial Owners and Management.

                        SECURITY OWNERSHIP OF CERTAIN
                       BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of February 15, 2001, the beneficial
 ownership of the  Common Stock by  each of the  directors, the nominees  for
 director and each  of the executive  officers of the  Company listed in  the
 Summary Compensation  Table below  and of  all directors,  the nominees  for
 director and  executive officers  of the  Company as  a group,  and by  each
 person who is known  by the Company to  beneficially own 5%  or more of  the
 Common Stock.  The Common  Stock is  the only  outstanding class  of  equity
 securities of the Company.
<PAGE>
<TABLE>

                              Title of    Number of Shares      Percentage of
  Name                        Security   Beneficially Owned  Outstanding Shares
  -------------------         --------   ------------------  ------------------
  <S>                          <C>       <C>                 <C>
  Paul Conti                   Common          50,000               1.1%
                                Stock

  Barry Spector                Common          30,000                .7%
                                Stock

  Michael Brinati              Common          30,000                .7%
                                Stock

  P. E. Schenk                 Common         258,000                 6%
                                Stock

  Edward Banks                 Common    1,805,296(1)(2)(4)          42%
  c/o W.R. Huff Asset           Stock
  Management
  67 Park Place
  Morristown, NJ 07960

  Joseph Thornton              Common        1,805,296
  c/o W.R. Huff Asset           Stock
  Management
  67 Park Place
  Morristown, NJ 07960

  Tom Krasner                  Common     379,028(2)(3)(5)          8.8%
  Riverside Capital             Stock
  Advisors, Inc.
  1650 S.E.17th Street
  Causeway Suite 204
  Ft. Lauderdale,, FL
  33316-1735

  Lloyd I. Miller              Common        237,607(6)             5.5%
                                Stock

  All directors                Common        2,173,296             49.3%
  and executive officers        Stock
  as a group (7 persons)
</TABLE>

 (1)  The beneficial ownership of these shares  of Common Stock derives  from
    accounts managed by W.  R. Huff  Asset  Management.   Mr. Banks  and  Mr.
    Thornton  are Portfolio manager and counsel, respectively, at W. R.  Huff
    Asset  Management.   Each  is  in a  position  to directly and indirectly
    determine  the investment and  voting decisions made by W.  R. Huff Asset
    Management  and,  therefore, is  deemed top  beneficially own all  of the
    shares  that W. R. Huff Asset Management has in its portfolios. Mr. Banks
    and Mr. Thornton disclaim beneficial ownership of these shares.
 (2)  The beneficial  ownership  of these  shares  of Common  Stock  includes
    multiple beneficial ownership of the same shares.
 (3)  The beneficial ownership of these shares  of Common Stock derives  from
    accounts  managed  by  Harch  Capital  Management,  Inc.  Harch   Capital
    Management,  Inc. is  in a position to directly  and indirectly determine
    investment and voting decisions and, therefore, is deemed to beneficially
    own  all  of  the  shares  that it has  in  its portfolios.   Mr. Krasner
    disclaims beneficial ownership of these shares.
 (4)  The beneficial ownership of these shares  of Common Stock derives  from
    accounts  managed  by  W.R.  Huff  Asset  Management.   W.R.  Huff  Asset
    Management  is  in  a  position  to  directly  and  indirectly  determine
    investment and voting decisions and, therefore, is deemed to beneficially
    own all of the shares that it has in its portfolios.
 (5)  Mr. Tom Krasner is Portfolio Manager of Harch Capital Management,  Inc.
    and is in a position to directly  and indirectly determine investment and
    voting decisions and, therefore, is deemed to beneficially own all of the
    shares that it  has in  its portfolio.  Mr. Krasner  disclaims beneficial
    ownership of these shares.
 (6)  Mr. Miller has sole  voting power of 137,866  shares and shared  voting
    power of 99,641 shares.
<PAGE>


 Item 13.  Certain Relationships and Related Transactions.

 Employment and Consulting Agreements and Other Arrangements

      General.    Executive  Officers of  the  Company and  its  subsidiaries
 generally  receive  participation  in  benefit  plans,  split  dollar   life
 insurance programs, an automobile expense reimbursement allowance or use  of
 an automobile,  bonuses  at  the  discretion  of  the  Board  of  Directors,
 reimbursement of business-related expenses and certain fringe benefits.



                               SIGNATURES

      Pursuant to the requirements of Section  13 or 15(d) of the  Securities
 Exchange Act of 1934, the Company has  duly caused this report to be  signed
 on its behalf by the undersigned, thereunto duly authorized.

                               RYMER FOODS INC.


                               By: /s/ Paul Conti
                                   --------------------------------------
                                   Paul Conti, Chairman of the Board, and
                                   Chief Executive Officer

 Date: March 12, 2001