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 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 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 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

 Proxy Statement for 2001  Annual Meeting of Stockholders  (Part III) (to  be
 filed with the Securities and Exchange Commission on or before February  28,
 2001).  Certain exhibits are incorporated herein by reference.  The Index of
 Exhibits is on Page 25 of this document.

                             Page 1 of 27
<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  selected financial  data for  the periods  after
 reorganization are not comparable in any  respect to the selected  financial
 data 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.

 In 2000  the Company  reported a  loss from  continuing operations  of  $1.9
 million.  During the fourth quarter of  the year ended October 28, 2000  the
 Company incurred  substantial losses  relative to  the disposition  of  slow
 moving inventory including raw materials,  finished goods and packaging  and
 seasonings.   The  change  in management  resulted  in  the  Company  making
 severance payments, bonus payments to key  employees for retention, as  well
 as legal costs associated with litigation related to former employees.   The
 Company increased sales by $.9 million or 2.4%.

 In 1999  the  Company  reported an  income  from  continuing  operations  of
 $33,000.

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

                                Page 2
<PAGE>

 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.

 Customers

 No customer represented 10% or more of the Company's sales in 2000, 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 28, 2000, October 30,
 1999,  and  October  31,  1998  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.

                                Page 3
<PAGE>
 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 28, 2000,  October
 30, 1999, and October 31, 1998.  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 28, 2000,  Rymer Foods had approximately  190 employees, of  whom
 approximately 160 were covered by union contracts.  The Company believes  it
 currently enjoys stable relations with its employees.

 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  28,  2000,  the  principal  physical  property  of  Rymer  Foods
 consisted of the following:

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

 Arlington Heights,
 Illinois                  482   Leased    Aug. 31, 2001    Sales Office

 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

 From time to time, the Company  is involved in routine legal proceedings  in
 the normal course of its business.   The Company believes that no  currently
 pending legal  proceeding  will have  a  materially adverse  effect  on  the
 financial condition or results of operations of the Company.

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

 None

                                Page 4
<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 26, 2001, the Company's stock price closed at $0.50 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 26, 2001,  there
 were approximately 300 holders of record of Common Stock.

                                      High        Low
                                      ----        ----
         2000
           First Quarter             $0.85       $0.41
           Second Quarter             1.13        0.50
           Third Quarter              1.06        0.25
           Fourth Quarter             0.31        0.15

         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


 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 5
<PAGE>
<TABLE>
 Item 6.  Selected Financial Data
 (in thousands, except per share data)

                                                          Reorganized Company              Predecessor Company
                                               -----------------------------------------   --------------------
                                               Twelve      Twelve     Twelve      One       Eleven
                                               Month       Month      Month      Month       Month      Fiscal
                                               Period      Period     Period     Period      Period       Year
                                               Ended       Ended      Ended      Ended       Ended       Ended
                                              Oct. 28,    Oct. 30,   Oct. 31,   Oct. 25,    Sept. 20,   Oct 26,
                                                2000        1999       1998       1997        1997        1996
 --------------------------------------------------------------------------------------------------------------
 <S>                                           <C>        <C>        <C>        <C>         <C>        <C>
 Result from continuing operations:
 Net sales                                     $ 39,852   $ 38,914   $ 30,203   $  2,796    $ 31,095   $ 44,329
 (Loss) income from continuing
  operations before extraordinary item           (1,852)        33     (2,017)      (113)     (4,828)    (7,144)
 (Loss) income from discontinued
  operations                                       -          -          -          -           -          (167)
 (Loss) gain on dispositions of
  discontinued operations                          -          -          -          -           (566)    (1,853)
 Extraordinary gain on discharge of debt           -          -          -          -         25,603       -
                                                ----------------------------------------------------------------
 Net (loss) income                               (1,852)        33     (2,017)      (113)     20,209     (9,164)

 Working capital (deficit)                         (108)     5,291      1,474      2,472     (22,623)   (18,202)
 Total assets                                     7,781      8,788      6,880      8,266       9,070     10,563
 Long-term liabilities                              109      3,633        126        130       1,097        806
 Stockholders
  equity                                          1,085      2,937      2,893      4,910       5,023    (15,616)

                                                ----------------------------------------------------------------
 Basic per share common stock data:
 Income (loss) from continuing operations      $  (0.43)  $   0.01   $  (0.47)  $  (0.03)       *          *
 Net Income (loss)                             $  (0.43)  $   0.01   $  (0.47)  $  (0.03)       *          *
                                                ----------------------------------------------------------------

See Note 4 to the Consolidated Financial Statements for information regarding the Company's reorganization.
* Earnings per share amount as it relates to the predecessor company is not meaningful due to the reorganization.
</TABLE>
                                Page 6
<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.

 The Company incurred a significant operating  loss in fiscal 2000 and has  a
 deficit retained earnings  since emerging from  Chapter 11 in  1997.  As  of
 October 28,  2000,  the  Company  was  in  violation  of  certain  financial
 covenants of their line of credit.   The Company had approximately  $100,000
 available for borrowings under its line of credit as of October 28, 2000.

 Management believes  that  the  Company's future  success  is  dependent  on
 containing and reducing operating costs, changing  its sales mix to  include
 more cooked  product  which generates  higher  margins, and  being  able  to
 "forward buy" more inventory to reduce its material costs.

 In February 2001 the Company amended their line of credit with new financial
 covenants which management believes the Company will he able to meet.

 During the fourth quarter of fiscal  2000, management took several steps  to
 restructure operations,  including  significantly  reducing  the  number  of
 employees and reducing other administrative  expenses.  Management has  also
 changed the focus of  marketing efforts in an  attempt to increase sales  of
 higher margin products.  Management believes  that the Company will be  able
 to generate  sufficient cash  from operations  to  ensure the  Company  will
 continue operations in the near term.

                                Page 7
<PAGE>

 Fiscal 2000 Compared with Fiscal 1999

 Consolidated sales for  2000 of  $39.9 million  increased from  1999 by  $.9
 million or 2.4%.   A change  in sales mix  accounted for the  increase.   As
 compared to 1999, consolidated  cost of sales increased  by $2.6 million  or
 7.5% while gross profit decreased by $1.6 million or 36.5%.  As a percentage
 of sales, the  consolidated gross profit  decreased to 7.2%  as compared  to
 11.5% in 1999.

 Gross profit decreased compared to 1999 primarily due to higher raw material
 costs, sales mix changes and substantial  loses relating to the  disposition
 of slow  moving  inventory,  including  raw  materials,  finished  good  and
 packaging and seasoning.

 Selling, general and  administrative expenses  increased by  $.2 million  or
 4.8%, primarily  due to  the restructuring  in management  resulting in  the
 Company making  severance  payments, bonus  payments  to key  employees  for
 retention as well as legal cost associated with litigation related to former
 employees.

 Interest expense increased by $.1 million  or 36% from 1999.  This  increase
 is due to the Company's higher borrowings, primarily to accommodate  Company
 growth, finance current year losses and higher prime rate on  the  Company's
 line of credit.

 In both 2000 and 1999, no provision for income taxes was recorded due to the
 loss from operations.  However, in 2000 the Company  reduced the income  tax
 liability by $80,000 thereby resulting in a tax benefit for the year.

 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 8
<PAGE>


 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.

 The Company on  April 23, 1998  entered into a  loan agreement with  FINOVA.
 The credit facility  provided up  to $4.0  million for  the Company  through
 April 23, 2001.  On May 4, 2000 the Company amended its loan agreement  with
 FINOVA that 1) extended the maturity date  to April 23, 2002,  2)  increased
 the facility  by $1.0  million to  $5.0 million  and 3)  set up  a  separate
 capital expenditure  line  of  credit for  $500,000.  The  FINOVA  agreement
 contains loan covenants that the Company must meet. At October 28, 2000, the
 Company was in violation with the loan covenants. These covenants have  been
 reset as part  of an  amended loan agreement.   The  amended loan  agreement
 reduces the line of credit to $4.7 million, cancels the capital  expenditure
 line of credit and changes the maturity date to June 28, 2001.

 The Company had a  working capital deficit of  $108,000 at October 28,  2000
 and working capital of $5.3 million at October 30, 1999.

 The Company had total lines of  credit available of $3.8 million at  October
 28, 2000 and $3.8  million at October  30, 1999, of  which $0.1 million  and
 $0.3 million, respectively, was  unused.  The  Company anticipates that  the
 amended line of  credit will supply  sufficient cash to  meet the  Company's
 requirements.

 The  Company  anticipates  spending   approximately  $385,000  for   capital
 expenditures  in  2001.    The   expenditures  are  primarily  for   planned
 improvements in  the meat  operations.   There are  no specific  commitments
 outstanding related to these planned expenditures.

 Seasonality

 The quarterly  results of  the Company  are  affected by  seasonal  factors.
 Sales are usually lower in the fall and winter.

 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.

                                Page 9
<PAGE>

 Fourth Quarter Adjustments

 2000

 During the fourth  quarter of the  year ended October  28, 2000 the  Company
 incurred substantial  losses  relative to  the  disposition of  slow  moving
 inventory including  raw  materials,    finished  goods  and  packaging  and
 seasonings.   The  change  in management  resulted  in  the  Company  making
 severance payments, bonus payments to key  employees for retention, as  well
 as legal costs associated with litigation related to former employees.

 1999

 None.

 1998

 None.

 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 28, 2000, October 30, 1999 and October 31, 1998        12

   Consolidated Balance Sheets as of October 28, 2000 and
     October 30, 1999                                                     13

   Consolidated Statements of Cash Flows for the fiscal years
   ended October 28, 2000, October 30, 1999 and October 31, 1998          14

   Consolidated Statement of Stockholders' Equity (Deficit) for
     the fiscal years ended October 28, 2000, October 30, 1999
     and October 31, 1998                                                 15

   Notes to Consolidated Financial Statements                            16-22

 Supplementary Financial Data:

   Schedule II - Valuation and Qualifying Accounts and Reserves           24


                                Page 10
<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  28, 2000  and
        October  30,   1999,  and  the  consolidated   statements  of
        operations,  stockholders' equity  (deficit)  and cash  flows
        for the  years ended October 28,  2000, October 30,  1999 and
        October  31,  1998.    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   auditing
        standards  generally   accepted  in  the  United   States  of
        America.   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   28,  2000  and   October  30,  1999,   and  the
        consolidated  results  of  their operations  and  their  cash
        flows for the years ended October  28, 2000, October 30, 1999
        and   October  31,  1998,   in  conformity  with   accounting
        principles  generally  accepted  in   the  United  States  of
        America.  We have  also audited  Schedule II  of Rymer  Foods
        Inc. and  subsidiaries for the years ended October  28, 2000,
        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.

                                        /s/ Grant Thornton LLP
                                        ----------------------
                                        Grant Thornton LLP

        Chicago, Illinois
        December 22, 2000, except for Note 16
        as to which the date is January 25, 2001

                                Page 11
<PAGE>
<TABLE>
 CONSOLIDATED STATEMENTS OF OPERATIONS
 For the fiscal year ended October 28, 2000,
 October 30, 1999, and October 31, 1998
 (in thousands except share data)
 --------------------------------------------------------------------------

                                             Twelve Month Period Ended
                                          ---------------------------------
                                          Oct. 28,    Oct. 30,    Oct. 31,
                                            2000        1999        1998
 --------------------------------------------------------------------------
 <S>                                      <C>         <C>         <C>
 Net sales                                $  39,852   $  38,914   $  30,203
 Cost of sales                               37,000      34,420      28,078
                                           --------    --------    --------
   Gross profit                               2,852       4,494       2,125
 Selling, general and administrative
   expenses                                   4,312       4,113       4,001
                                           --------    --------    --------
 Operating (loss) Income                     (1,460)        381      (1,876)
 Interest expense                               472         347         196
 Other Income (expense)                           0           1         (55)
                                           --------    --------    --------
   (Loss) income from continuing
   operations before income taxes            (1,932)         33      (2,017)
 Provision for income taxes                     (80)          0           0
                                           --------    --------    --------
 Net (loss) Income                        $  (1,852)  $      33   $  (2,017)
                                           ========    ========    ========
 Per common share:
 Basic:
   Net (loss) income                      $   (0.43)  $    0.01   $   (0.47)
 Diluted:
   Net (loss) income                      $   (0.43)  $    0.01   $   (0.47)
 Weighted average shares of common stock
 outstanding:
 Basic                                     4,300,000   4,300,000   4,300,000
 Diluted                                   4,300,000   4,677,500   4,300,000

 --------------------------------------------------------------------------
 See accompanying notes.
</TABLE>
                                Page 12
<PAGE>
<TABLE>
 CONSOLIDATED BALANCE SHEETS
 October 31, 2000 and October 30, 1999
 --------------------------------------------------------------------------

 ASSETS                                                  2000        1999
 --------------------------------------------------------------------------
                                                       (in thousands)
 <S>                                                   <C>         <C>
 Current assets:
 Receivables net of allowance for doubtful accounts
   of $50,000 in 2000, and $155,000 in 1999            $  2,770    $  2,312
 Inventories net                                          3,513       5,070
 Other                                                      196         127
                                                        -------     -------
          Total current assets                            6,479       7,509
                                                        -------     -------
 Property, plant and equipment:
   Leasehold improvements                                 1,038       1,004
   Machinery and equipment                                1,752       1,251
                                                        -------     -------
                                                          2,790       2,255
 Less accumulated depreciation and amortization           1,503       1,027
                                                        -------     -------
                                                          1,287       1,228
                                                        -------     -------
 Other                                                       15          51
                                                        -------     -------
                                                       $  7,781    $  8,788
                                                        =======     =======

 --------------------------------------------------------------------------
 LIABILITIES AND STOCKHOLDERS' EQUITY
 --------------------------------------------------------------------------
 Current liabilities:
   Line of credit                                         3,677           -
   Accounts payable                                       1,499         593
   Accrued expenses                                       1,411       1,625
                                                        -------     -------
        Total current liabilities                         6,587       2,218
 Line of credit                                               -       3,514
 Deferred employee benefits                                 109         119
                                                        -------     -------
                                                          6,696       5,851
                                                        -------     -------
 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 2000 and 1999                                       172         172
 Additional paid-in capital                               4,862       4,862
 Accumulated deficit                                     (3,949)     (2,097)
                                                        -------     -------
       Total stockholders' equity                         1,085       2,937
                                                        -------     -------
                                                       $  7,781    $  8,788
                                                        =======     =======

 --------------------------------------------------------------------------
 See accompanying notes.
</TABLE>
                                Page 13
<PAGE>
<TABLE>
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For fiscal years ended October 28, 2000, October 30, 1999, and October 31, 1998
 ------------------------------------------------------------------------------

                                                    Twelve Month Period Ended
                                                  -----------------------------
                                                  Oct. 28,   Oct. 30,  Oct. 31,
                                                    2000       1999      1998
 ------------------------------------------------------------------------------
 <S>                                             <C>        <C>        <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
 Net (Loss) income                               $ (1,852)  $     33   $ (2,017)
 Non-cash adjustments to (loss) income:
  Depreciation and amortization                       476        460        523
  Variable stock options                                -         11          -
  Provision for bad debts                            (105)         -         60
 Changes in assets and liabilities:
  Net (increase) to receivables                      (353)      (356)      (610)
  Net decrease (increase) to inventories            1,557     (1,804)     1,038
  Net (increase) decrease to other current and
    otherlong-term assets                             (33)        57          1
  Net increase (decrease) to accounts payable
    and accrued expenses                              694         19       (257)
                                                  -------    -------    -------
 Net cash flows from operating activities
   of continuing operations                           384     (1,580)    (1,262)
 Net cash flows from operating activities of
   discontinued operations                            (10)        (7)         -
                                                  -------    -------    -------
              Net cash flows provided by
                (used in) operating activities        374     (1,587)    (1,262)
                                                  -------    -------    -------
 CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                (535)      (265)      (221)
 Net cash flows from investing activities of
 discontinued operations                                -          -        800
                                                  -------    -------    -------
             Net cash flows provided by
               (used in) investing activities        (535)      (265)       579
 CASH FLOWS FROM FINANCING ACTIVITIES:
 Change in cash overdraft                              (2)       189        226
 Repayments under line-of-credit facility         (40,119)   (54,383)   (33,689)
 Borrowings under line-of-credit facility          40,282     56,046     34,146
                                                  -------    -------    -------
                 Net cash flows provided by
                   financing activities               161      1,852        683
                                                  -------    -------    -------
 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 accompany notes.
</TABLE>
                                Page 14
<PAGE>
<TABLE>
 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
 For the fiscal year ended October 28, 2000,
   October 30, 1999, and October 31, 1998

 ------------------------------------------------------------------------------
                                       Additional                  Total
                                Common  Paid-In   Accumulated   Stockholders'
                                Stock   Capital     Deficit    Equity (Deficit)
 ------------------------------------------------------------------------------
 <S>                            <C>     <C>         <C>           <C>
 Balance at October 26, 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 options             -        11            -            11
                                 ----    ------      -------       -------
 Balance at October 30, 1999      172     4,862       (2,097)        2,937
 Net loss                           -         -       (1,852)       (1,852)
                                 ----    ------      -------       -------
 Balance October 28, 2000       $ 172   $ 4,862     $ (3,949)     $  1,085
                                 ====    ======      =======       =======

 ------------------------------------------------------------------------------
 See accompanying notes.
</TABLE>
                                Page 15

<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.

 The Company incurred a significant operating  loss in fiscal 2000 and has  a
 deficit retained earnings  since emerging from  Chapter 11 in  1997.  As  of
 October 28,  2000,  the  Company  was  in  violation  of  certain  financial
 covenants of their line of credit.   The Company had approximately  $100,000
 available for borrowings under its line of credit as of October 28, 2000.

 In February 2001 the Company amended their line of credit with new financial
 covenants which management believes the Company will he able to meet.

 During the fourth quarter of fiscal  2000, management took several steps  to
 restructure operations,  including  significantly  reducing  the  number  of
 employees and reducing other administrative  expenses.  Management has  also
 changed the focus of  marketing efforts in an  attempt to increase sales  of
 higher margin products.  Management believes  that the Company will be  able
 to generate  sufficient cash  from operations  to  ensure the  Company  will
 continue operations in the near term.


 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.

 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.

                                Page 16
<PAGE>

 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 28, 2000 and  October
 31, 1998, common stock  equivalents are excluded  from the diluted  earnings
 per share calculation since they would be antidilutive.


 Use of Estimates
 The preparation  of  financial  statements  in  conformity  with  accounting
 principles generally  accepted  in the  United  States of  America  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 28,  2000 and October  30, 1999,  and the  reported
 amounts of revenues and expenses during the three year period ended  October
 28, 2000.  Actual results could differ from those estimates.


 2.  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.


                                Page 17
<PAGE>

 3.  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.

 4.  Inventories

 Inventories consist of the following (in thousands):

                                    October 28,         October 30,
                                       2000                1999
                                    -----------         -----------
          Raw materials            $      1,565        $      3,251
          Finished good                   1,948               1,819
                                    -----------         -----------
                                   $      3,513        $      5,070
                                    ===========         ===========

 5.  Borrowings

 Borrowings consisted of the following (in thousands):

                                    October 28,         October 30,
                                       2000                1999
                                    -----------         -----------
 Banks with interest of 2% over
   prime in 2000 and 1999          $      3,677        $      3,514
 Less current maturities                  3,677                   -
                                    -----------         -----------
                                   $          -        $      3,514
                                    ===========         ===========

 The prime rate applicable  to the Company's  outstanding bank notes  payable
 was 9.5% at October 28, 2000  and 8.25% at October  30, 1999.  The  weighted
 average interest  rate relating  to these  borrowings  was 11.09%  and  9.9%
 during fiscal 2000 and 1999 respectively.

                                Page 18
<PAGE>

 Under the  agreement noted  above the  Company's Rymer  Meat subsidiary  had
 total lines of credit available of $3.8 million at October 28, 2000 and $3.8
 million at  October  30,  1999,  of  which  $.1  million  and  $.3  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.  The Company was in violation of  these
 covenants at October 28, 2000, however, these have been reset as part of  an
 amended agreement.   While  the Company  was in  compliance with  these  new
 covenants at the  amendment date there  can be no  assurance that they  will
 remain in compliance.  The amended loan agreement reduces the line of credit
 to $4.7 million, cancels the capital expenditure line of credit and  changes
 the maturity date of June 28, 2001.

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

 6.  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 $560,000,  $512,000,
 and $476,000 in fiscal 2000, fiscal 1999, and fiscal 1998 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.

 7.  Income Taxes

 The Company's deferred tax asset is related primarily to its operating  loss
 carryforward for tax reporting purposes which approximated $23.0 million  at
 October 28, 2000 and  $21.0 million at October  30, 1999 respectively.   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,  significant 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 28, 2000 and October 30, 1999  are
 as follows (in thousands):

                                               2000            1999
                                             ---------       ---------
 Deferred tax assets:
   Accounts receivable                      $       17      $       53
   Inventories                                     139             137
   Property, pland and equipment                   439             431
   Other liabilities and reserves                  203             147
   Alternatives minimum tax credits                  -              68
   Net operating loss carryforward               7,806           7,182
   Investments tax credits                         512             512
   Contribution carryover                           25              27
                                             ---------       ---------
      Total deferred tax assets                  9,141           8,557
   Less:  Valuation allowance                   (9,141)         (8,557)
                                             ---------       ---------
            Net deferred tax asset          $        -      $        -
                                             =========       =========

                                Page 19
<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 28,  October 30,  October 31,
                                               2000         1999         1998
                                             -------      -------      -------
 Total (loss) income before income taxes    $ (1,932)    $     33     $ (2,017)

 Total (benefit) provision computed by
   applying the U.S. statutory rate (34%)       (657)          11         (686)
 Increases (decreases) in taxes due to:
 Loss which provides no current tax benefit      657            -          686
 Use of net operating loss carryforwards           -          (11)           -
 Other differences, net                          (80)           -            -
                                             -------      -------      -------
 Actual tax (benefit) provision             $    (80)    $      -     $      -
                                             =======      =======      =======

 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  28,  2000,  the  Company  had  an  operating  loss
 carryforward for tax reporting purposes  approximating $23 million which  is
 available to offset future Federal taxable income which begins to expire  in
 2007.  Additional restrictions under Section  382 apply to limit the  amount
 of net operating loss carryforward which can be utilized in the future.

 8.  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  28, 2000,  there were  227,000   stock shares  reserved for  the
 exercise of stock options.

 9.  Capital Stock, Stock Options and Warrants

 A summary of stock option activity and other related information is as
 follows:
                                       Options Outstanding
                                  -----------------------------
                                    Number     Weighted Average
                                  Outstanding   Price per share
                                  -----------------------------
  Balance, October 26, 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

  Granted                           100,000           $0.16
  Exercised                            -
  Canceled                         (299,000)          $0.26
                                  -----------------------------
  Balance, October 28, 2000         227,000           $0.19
                                  =============================

                                Page 20
<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 for  the year ended October  30,
 1999 as a result of repricing some of the options.

 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.

 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 28, 2000 and October 30, 1999 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
 5.95% and 5.46%; volatility of  107.8% and 26.8%; and  an average term of  5
 years for options issued during 2000 and 1999 respectively.  The fair  value
 of options granted  for years ended  October 28, 2000  and October 30,  1999
 respectively were $.50 and $.08 respectively.

 10.  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  401(k) savings  plan for  employees
 relating to the  Company's continuing operations  amounted to  approximately
 $96,000, $82,000, and $86,000 for fiscal 2000, fiscal 1999, and fiscal 1998,
 respectively.

 11.  Commitments and Contingencies

 The amounts of liability, if any, for claims and actions against the Company
 and its subsidiaries at  October 28, 2000 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.

 12.  Supplemental Cash Flow Information

 Supplemental cash flow information is as follows (in thousands):

                                              2000      1999      1998
                                             ------    ------    ------
     Cash paid for
       Interest                             $   462   $   333   $   190
                                             ======    ======    ======
       Federal, state and local
         income taxes (net of tax refunds)  $     9   $    15   $    10
                                             ======    ======    ======

                                Page 21
<PAGE>

 13.  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 2000, 1999,  or
 1998.

 14.  Fourth Quarter Adjustments

 2000

 During the fourth  quarter of the  year ended October  28, 2000 the  Company
 incurred substantial  losses  relative to  the  disposition of  slow  moving
 inventory including  raw  materials,    finished  goods  and  packaging  and
 seasonings.   A management  restructuring in  2000 resulted  in the  Company
 making severance payments, bonus payments to key employees for retention, as
 well as legal costs associated with litigation related to former employees.

 1999
 None

 1998
 None

 15.  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.

 16.  Subsequent Events

 On January 25, 2001 the Company signed a non binding letter of intent  to be
 acquired, via merger,  by Forest Lake  Partners LLC.   The Company would  be
 merged into Forest  Lake Partners LLC  and the stockholders  of Rymer  Foods
 would receive cash in the  amount of $0.625 for  each share of common  stock
 owned.


       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 2001 Annual Meeting of Stockholders, which will
       be  filed with  the Securities  and Exchange  Commission on  or
       before February 28, 2001 (the 2001 Proxy Statement).

       Item 11.  Executive Compensation
       The disclosure  required by  Item 11  is set  forth in,  and is
       incorporated by reference to, the 2001 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 2001 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 2001 Proxy Statement.


                                Page 22
<PAGE>

                                PART IV
 Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

 (a) 1. The following audited consolidated financial statements of the    Page
        Company are included in Part II, Item 8:

          Consolidated Statements of Operations for the fiscal years
          ended October 28, 2000, October 30, 1999 and October 31, 1998    12

          Consolidated Balance Sheets as of October 28, 2000 and
          October 30, 1999                                                 13

          Consolidated Statements of Cash Flows for the fiscal years
          ended October 28, 2000, October 30, 1999, and October 31, 1998   14

          Consolidated Statement of Stockholders' (Deficit) Equity for
          the fiscal years ended October 28, 2000, October 30, 1999,
          and October 31, 1998                                             15

           Notes to Consolidated Financial Statements                     16-23

 (a) 2. Financial Statement Schedules:

           Schedule II - Valuation and Qualifying Accounts and Reserve     24

        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:

        11        Computation of Earnings Per Share                        26

        21        Subsidiaries of the Company                              27


        NOTE:   With  the  exception of Exhibit 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

        The Company filed  a  report  on  Form 8-K dated June 22, 2000, which
        was amended on July 6, 2000 wherein  the Company reported information
        under Item 6 Resignation of Registrant's Directors.

        The Company filed a report on Form 8-K dated January 25, 2001 wherein
        the Company  under  Item 5,  Other  Events relating to  the Company's
        signing of a non-binding letter of intent to be acquired,  via merger
        by Forest Lake Partners LLC.


                                Page 23
<PAGE>
<TABLE>

 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
 FOR THE YEARS ENDED OCTOBER 28, 2000, OCTOBER 30, 1999, AND OCTOBER 31, 1998
 RYMER FOODS INC. AND SUBSIDIARIES



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

 Allowance for doubtful
 accounts-current:

 For the fiscal year ended
 October 28, 2000                 $   155      $   105               $   -         $    50

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

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



 (a) Accounts written off, net of recoveries

</TABLE>
                                Page 24
<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/ Paul Conti
                                    ----------------------------------
                                    Paul Conti, Chairman of the Board,
                                    and Chief Executive Officer

 Date:  February 12, 2001

 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/ Paul Conti                  Chairman of the Board,             2/12/01
 ---------------------           and Chief Executive Officer
 Paul Conti                      (Principal Executive Officer)


 /s/ Charles Vaisnoras           Principal Accounting Officer       2/12/01
 ---------------------
 Charles Vaisnoras


 /s/ Joseph Thornton              Director                          2/12/01
 ---------------------
 Joseph Thornton


 /s/ Michael J. Brinati           Director                          2/12/01
 ---------------------
 Michael J. Brinati


 /s/ Barry Spector                Director                          2/12/01
 ---------------------
 Barry Spector


 /s/ Kenneth Harmonay             Director                          2/12/01
 ---------------------
 Kenneth Harmonay


 /s/ Edward Banks                 Director                          2/12/01
 ---------------------
 Edward Banks


 /s/ P. Edward Schenk             Director                          2/12/01
 ---------------------
 P. Edward Schenk

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