SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                                
                                FORM 10-K/A1

             Amendment to Annual Report pursuant to Section 13 or 15(d)
                 of the Securities Exchange Act of 1934
               For the Fiscal Year ended October 26, 1996
                   
                     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, $1.00 par value           New York Stock Exchange

      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  December  16,  1996,  10,754,093  shares  of  common  stock  were
outstanding, and the aggregate market value of the common shares held by
nonaffiliates on that date was approximately $3,023,794.

<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.

General

Rymer Foods Inc. (Rymer Foods or the Company) through its  subsidiaries,
Rymer Meat Inc. (Rymer Meat) and Rymer International Seafood Inc. (Rymer
Seafood) is  primarily  engaged in  the  development and  production  of
frozen, pre-seasoned, portion controlled meat entrees and the  importing
and distribution of various seafood products.  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.

On January  5,  1996,  the  Company announced  that  it  had  signed  an
agreement in principle  to sell  the assets  of Rymer  Seafood (Sale  of
Rymer Seafood) to  BGL I,  Inc., an entity  formed by  the then  current
President of Rymer Seafood who is also  the son of one of the  Company's
Board members.  On  August 28, 1996, the  Company completed the sale  of
substantially all of the assets of its Seafood subsidiary to BGL I, Inc.
The Company's shareholders approved the transaction at a special meeting
on August 28,  1996.  Consummation  of the sale  was subject to  certain
conditions, including  approval  by  the  holders  of  66  2/3%  of  the
outstanding Common Stock of the Company and approval from the holders of
Rymer's outstanding 11%  Senior Notes.   Senior noteholder approval  was
received prior to the shareholder meeting of August 28, 1996.  The sales
price was  approximately $8.5  million, consisting  of $1.5  million  in
cash, $1.0 million in  a ten year subordinated  note from the buyer  and
the assumption  by the  buyer of  $5.1  million in  bank debt  and  $0.9
million of other current  liabilities.  The Company  recorded a loss  on
the sale  of Rymer  Seafood of  approximately  $1.9 million,  which  was
recorded as of  the measurement  date (August  28, 1996)  in the  fourth
quarter of fiscal 1996.  The Consolidated Statements of Operations treat
the  operating  results   of  Rymer  Seafood   as  income  (loss)   from
discontinued operations for accounting purposes.

In fiscal 1996, the Company reported  a loss from continuing  operations
of $7.1 million.  The Company has made improvements in operating  income
since the first two  quarters of fiscal 1996,  however, there can be  no
assurances  that  such  trend  will  continue.    The  Company  achieved
reductions in operating expenses of $5.0  million or 51% as compared  to
fiscal 1995  due  to  primarily ongoing  cost  reductions  at  its  meat
processing facility and corporate office.  Management believes that  the
Company's future success is dependent in  part upon reversing the  sales
decline experienced in fiscal 1996 and  fiscal 1995, on the  containment
of operating costs and on the success of negotiations with its  lenders.
However, there can be no assurance of the success of these initiatives.

<PAGE>
The Company also plans to restructure its 11% Senior Notes in an  effort
to improve  its liquidity  and capital  structure.   This  restructuring
could involve the  conversion of  some or  all of  the Company's  Senior
Notes  into  equity.    Such  conversion  could  result  in  substantial
ownership dilution of current shareholders.  There can be no  assurances
that such a restructuring will occur.

In fiscal 1995, the Company reported  a loss from continuing  operations
of $29.6 million, of which $20.4 million resulted from the writedown  of
goodwill.   This  writedown eliminated  all  remaining goodwill  of  the
Company.  The goodwill was determined  to have been impaired because  of
the financial condition of  the Company and  the Company's inability  to
generate  future  operating  income  without  substantial  sales  volume
increases which were uncertain.  Moreover, anticipated future cash flows
of the Company indicated  that the recoverability of  the asset was  not
reasonably assured.

As discussed in Note 2 to  the Consolidated Financial Statements,  there
is substantial doubt about the Company's ability to continue as a  going
concern.

In November 1995, the Company hired  P. E. (Ed) Schenk as its  President
and  Chief  Executive  Officer,   replacing  the  former  Chairman   and
President.  Mr. Schenk has over  twenty-two years of experience in  meat
processing businesses.

Products, Markets and Distribution

Rymer  Meat's  principal  products  are  frozen,  pre-seasoned,  portion
controlled meat entrees.  Major beef products include

commercial and choice cut steaks.  Rymer Meat also produces other  meat
products such  as  specialty ground  and  breaded products  and  certain
cooked products (e.g., pot roast, meat loaf).  Rymer Meat engages in the
development and production of proprietary "signature" recipes for  chain
restaurant customers.   Rymer Meat  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 primary product of  Rymer Seafood consisted  of shrimp purchased  in
bulk quantities  and sold  to specifically  targeted customers.    Rymer
Seafood also supplied processed  seafood products to chain  restaurants,
foodservice distributors  and  retail outlets.    In some  cases,  Rymer
Seafood arranged for seafood processing to be performed by third parties
offshore where it could be done more promptly and more cost  effectively
than in the United States.

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




The Company has agreements with certain of its suppliers to purchase raw
materials.  These agreements extend 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 26, 1996 was approximately
$2.0 million.

Customers

The Company's customers consist  primarily of family-style  restaurants,
restaurant  chains  and  foodservice  distributors.    Sales  to   three
restaurant chains  owned by  Darden (formerly  General Mills)  comprised
approximately 14% of the  Company's revenues from continuing  operations
in both fiscal 1995  and 1994.   During the first  quarter of 1996,  the
Company was informed by  Darden that its supply  contracts would not  be
renewed for fiscal 1996.

Sales to  one  of  the Company's  retail  customers,  Country  Fed  Meat
Company, Inc. (CFM), accounted for approximately 12.2% of the  Company's
revenues from continuing operations in fiscal  1994.  At the end of  the
first quarter of fiscal 1995, certain issues between the Company and CFM
resulted in certain lawsuits being filed.  On June 28, 1995, the Company
announced that it had  reached a settlement with  CFM of the  litigation
pending between the two companies.   As a result of the settlement,  all
lawsuits between the  companies were  dismissed and  no further  actions
will be taken  by either company  on these matters.   The allowance  for
doubtful accounts established  prior to  and during  the Company's  1995
second quarter contained sufficient reserves  to resolve the matters  in
dispute.  All  terms of the  settlement are confidential.   The  Company
does not expect to have a supply relationship in the future with CFM.

Unit sales to two groups of  the Company's other customers, Bonanza  and
Ponderosa, together accounted for approximately  28.6%, 23.1% and  16.3%
of the Company's unit sales from  continuing operations in fiscal  1996,
1995 and  1994, respectively.   Franchise  rights for  both Bonanza  and
Ponderosa restaurants are  owned by Metromedia,  Inc.   The Bonanza  and
certain  of  the  Ponderosa  restaurants  are  independently  owned  and
operated.

The loss  of any  of the  Company's major  customers, or  a  substantial
portion of these accounts, could have  a material adverse effect on  the
Company.  The  Company is pursuing  new sales  opportunities.   However,
there can be no assurance of the success of these sales efforts.

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  or its Senior  Notes
restructuring effort is not successful.

The Company  has  agreements  with certain  of  its  customers  to  sell
products over  the  next  year for  specified  prices.    The  Company's
aggregate  commitments  under  sales  agreements  at  October  26,  1996
approximated $420,000.

<PAGE>

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 26, 1996, October
28, 1995 and  October 29, 1994  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 restaurants.  Every year new companies are formed and  enter
the meat industry, some becoming sizeable competitors in a short  period
of time.   Steakhouse  sales, which  now comprise  approximately 31%  of
Rymer Meat sales,  continued to decline  during fiscal 1996  due to  the
ongoing consolidation within that segment of the restaurant market along
with increasing  competitive pressures.   The  segment of  retail  sales
which represents home delivery sales  declined significantly in 1996  to
16% of total sales, due primarily to the loss of CFM.

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  substantially 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  26, 1996, October 28,  1995 and October  29,
1994.  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 26,  1996, Rymer Foods  had approximately  257 employees,  of
whom approximately  214 were  covered by  union contracts.   In  January
1995, the Company  and its union  reached agreement on  a new four  year
labor contract effective retroactively to December 1, 1994.

The Company has not received notice of, and is not aware of, any  claims
of a material nature arising under any federal or state labor laws.

<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 26, 1996,  the principal physical  properties of Rymer  Foods
consisted of the following:

                       Footage   Ownership   Expiration    Facility Use
Chicago, Illinois      123,000     Leased    July 1996   Offices/Prod/
                                                          Warehouse
Plant City, Florida     42,000     Owned     Not          Held for sale
                                             Applicable   or Lease       


The Chicago facility is  considered suitable and  adequate to meet  the
needs of the Company.  The owned facility is used as collateral for  the
Company's bank  credit  agreement.   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.  However,  a
new lease has not been finalized.  Management expects to have a one year
agreement signed with its lessor in the near future.  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

See Note 14 to the Consolidated Financial Statements.

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

On  August  28,  1996,  the  Company  held  a  special  meeting  of  its
stockholders.  At that  meeting, the shareholders  approved the sale  of
substantially all  of the  assets of  Rymer  Seafood Inc.,  an  indirect
wholly-owned subsidiary  of Rymer  Foods  Inc. to  BGL  I, Inc.  by  the
requisite vote as previously reported in the Company's 3rd quarter  1996
report on Form 10-Q.  The  transaction was closed immediately after  the
meeting.

  
<PAGE>
                                PART II

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

The Common Stock  is listed on  the New York  Stock Exchange (the  NYSE)
(Symbol: RYR).  The following table sets forth, for the fiscal  quarters
indicated, the high and low sales prices of the Common Stock as reported
on the  NYSE-Composite  Tape.   As  of  December 16,  1996,  there  were
approximately 725 holders of record of Common Stock.

                                    High           Low

          1996
            First Quarter          $1-1/2         $  5/8
            Second Quarter          1-1/8           9/16
            Third Quarter           15/16          15/32
            Fourth Quarter          11/16            1/2

          1995
            First Quarter           4              2-3/4
            Second Quarter          3-1/8          1-3/4
            Third Quarter           2-3/8          1-1/2
            Fourth Quarter          2-1/2          1-1/4

      
Rymer Foods is required by the Indenture governing its Senior Notes (the
Indenture) to use reasonable efforts to maintain its listing on the NYSE
or obtain a listing  on the National  Association of Securities  Dealers
Automated Quotation System National  Market System (the NASDAQ/NMS)  and
continue to  maintain  its  status as  a  reporting  company  under  the
Securities Exchange Act of 1934, as  amended.  However, there can be  no
assurance that it will  continue to be  listed on the  NYSE or meet  the
listing requirements of the NASDAQ/NMS.

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 Indenture also
prohibits the payment of dividends on the Common Stock at any time that
any of  the Senior  Notes  remain outstanding.    Rymer Foods  does  not
anticipate that it will be able to pay any dividend on the Common  Stock
in the foreseeable future.
   
<PAGE>

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

      
                                             Fiscal Years Ended

                              Oct.26,   Oct.28,   Oct.29,   Oct.30,   Oct. 31,
                               1996      1995      1994      1993       1992
                                     (Restated) (Restated) (Restated) (Restated)

Results from continuing operations:

Net sales                     $ 44,329  $ 79,920  $ 106,252  $ 99,644  $ 92,665
 (Loss) income from continuing
  operations before extraordinary
  item                          (7,144)  (29,620)     1,883  (23,867)    (4,729)
 (Loss) income from discontinued
  operations                      (167)      290        121      777     (5,094)
 (Loss) gain on dispositions of
  discontinued operations       (1,853)       -       4,474      261        400
  Net (loss) income             (9,164)  (29,330)     6,478  (11,441)    (9,423)
 Working (deficit) capital     (18,202)  (10,524)    16,013   14,108    (41,898)
 Total assets                   10,563    26,074     51,506   65,627     81,820
 Long-term liabilities             806       842     19,994   45,968      2,462
 Stockholders' (deficit) equity(15,616)   (6,858)    22,464   15,590     18,109


Primary per share common
 stock data:
 (Loss) income from continuing
  operations                   $ (.66)  $ (2.72)    $ .18   $ (3.50)  $ (2.20)

 Net (loss) income             $ (.85)  $ (2.69)    $ .61   $ (1.68)  $ (3.80)
 Cash dividends                    -        -          -        -         -


See  Notes  3  and  4  to  the  Consolidated  Financial  Statements  for
information  regarding  the  Company's  Restructuring  and  discontinued
operations.
       
<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.

Rymer Seafood, which  comprised the Seafood  Importing and  Distribution
segment is now  classified as  a discontinued  operation for  accounting
purposes.  Results for all years presented have been restated to reflect
the results of Rymer Seafood as discontinued operations.

<PAGE>
Fiscal 1996 Compared with Fiscal 1995

Consolidated sales  for 1996  of $44.3  million decreased  from 1995  by
$35.6 million or 45%.  Sales  volume accounted for approximately 92%  of
the sales  decrease with  lower  prices and  changes  in the  sales  mix
accounting for the remaining decrease.

Sales decreased primarily  due to  the loss  of sales  to certain  major
customers during the  second quarter of  1995 and the  first quarter  of
1996.    The   Company  also  experienced   a  significant  decline   of
approximately 69% in  unit sales to  national restaurant  chains.   This
decrease was  primarily due  to reduced  sales volume  due to  increased
competition.  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
Company experienced  a decline  of 7.8%  in  the average  selling  price
primarily due to a lower priced mix of products sold in 1996 as compared
to 1995.

As compared  to 1995,  consolidated cost  of  sales decreased  by  $33.5
million or 44.1% while total gross  profit decreased by $2.1 million  or
53.2%.   As  a  percentage  of  sales,  the  consolidated  gross  margin
decreased to 4.1% as compared to 4.8% in 1995.

Gross profit decreased compared to 1995 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 decreased by $4.2  million
or 47%.   Selling expenses decreased  by $1.4 million  primarily due  to
reduced sales  personnel and  lower expenses  related to  the  Company's
retail  products   sold   in   grocery  and   wholesale   club   stores.
Administrative expenses  decreased  by  $2.8 million  primarily  due  to
administrative headcount reductions.

Interest Expense

Interest expense increased  by $412,000 or  10.9% as  compared to  1995.
This increase was primarily  attributable to increased interest  expense
on the Company's 11% Senior  Notes.  On December  15, 1995 and June  15,
1996, the Company announced that, as  permitted by the terms of its  11%
Senior Notes due December 15, 2000, it had elected to make its  December
15, 1995 and  June 15,  1996 interest payments  on its  Senior Notes  by
issuing additional  Senior Notes  in a  principal  amount equal  to  the
interest payment due.  According to  the Senior Note Indenture, such  an
election requires  the Company  to pay  its interest  at a  rate of  18%
versus the 11% rate applicable if the interest is paid in cash.

The Company has also  announced that, as permitted  by the terms of  its
11% Senior Notes,  the December 15,  1996 interest payment  was made  by
issuing additional  Senior Notes  in a  principal  amount equal  to  the
interest payment due.
<PAGE>
Discontinued Operations

On January  5,  1996,  the  Company announced  that  it  had  signed  an
agreement in principle  to sell the  assets of Rymer  Seafood to BGL  I,
Inc., an entity formed  by the then current  President of Rymer  Seafood
who is also the son of  one of the Company's  Board members.  On  August
28, 1996, the  Company completed the  sale of substantially  all of  the
assets of  its  Seafood  subsidiary  to  BGL  I,  Inc.    The  Company's
shareholders approved the transaction at a special meeting on August 28,
1996.   Consummation of  the sale  was  subject to  certain  conditions,
including approval by the holders of  66 2/3% of the outstanding  Common
Stock  of  the  Company  and  approval  from  the  holders  of   Rymer's
outstanding 11% Senior Notes.   Senior noteholder approval was  received
prior to the shareholder  meeting of August 28,  1996.  The sales  price
was approximately $8.5 million, consisting of $1.5 million in cash, $1.0
million in  a  ten  year  subordinated  note  from  the  buyer  and  the
assumption by the buyer of $5.1 million in bank debt and $0.9 million of
other current liabilities.  The Company  recorded a loss on the sale  of
Rymer Seafood of approximately  $1.9 million, which  was recorded as  of
the measurement date (August  28, 1996) in the  fourth quarter of  1996.
On November 11, 1996, the Company received a payment of $950,000 in full
settlement on  its ten  year subordinated  note from  the buyer  of  its
Seafood operation.  The proceeds from the note were used to pay down the
Company's then existing loan balance with LaSalle Bank.

The  Company  recorded  income  related  to  its  discontinued   seafood
operation during  1996 of  $283,000 compared  to income  of $290,000  in
1995.

In December 1996, the Company had an independent appraisal performed  of
its  Plant  City,  Florida  facility,   an  asset  remaining  from   the
discontinued Rymer Chicken operation which  was disposed of in  December
1993.  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.   In January 1996, the  Company entered into  a
preliminary agreement to lease the Plant  City facility for a period  of
ten years.  The preliminary lease agreement was cancelled in June  1996.
As a result, the facility remains available for sale or lease.
   
Income Taxes

In 1996, no provision for income taxes was recorded due to the Company's
loss.
   
Fiscal 1995 Compared With Fiscal 1994

Consolidated sales  for 1995  of $79.9  million decreased  from 1994  by
$26.3  million  or  25%.    Reduction  in  sales  volume  accounted  for
approximately 90% of the sales decrease with lower prices and changes in
the sales mix accounting for the remaining decrease.
<PAGE>
Sales decreased primarily due to the  loss of sales to a major  customer
during the  second quarter  of 1995.   The  Company also  experienced  a
significant decline  of  approximately 22%  in  unit sales  to  national
restaurant chains.   This decrease was  primarily due  to reduced  sales
volume due  to  increased competition.    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 sales decrease to national restaurant chains was partially offset by
an increase of 29% in unit sales volume to distributors.

The Company experienced a decline of  3.2% in the average selling  price
primarily due to a lower priced mix of products sold in 1995 as compared
to 1994.

As compared  to 1994,  consolidated cost  of  sales decreased  by  $15.9
million or 17.3% while total gross profit decreased by $10.4 million  or
73%.  As  a percentage of  sales, the consolidated  gross profit  margin
decreased to 4.8% as compared to 13.5% in 1994.

Gross profit decreased compared to 1994 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 decreased  by $575,000  or
6%.  Administrative  expenses remained  approximately equal  to 1994  as
decreases in salaries and related expenses were offset by increased  bad
debt and legal expenses.  Selling expenses decreased primarily due to  a
reduction in expenses related to the  Company's retail products sold  in
grocery and  wholesale  club  stores  which  were  partially  offset  by
increased salary expenses.

At the end  of the  first quarter of  1995, certain  issues between  the
Company and CFM resulted in certain  lawsuits being filed.  On June  28,
1995, the Company announced  that it had reached  a settlement with  CFM
relating to the  litigation pending  between the  two companies.   As  a
result of  the  settlement,  all lawsuits  between  the  companies  were
dismissed and no  further actions  will be  taken by  either company  on
these matters.  The allowance for doubtful accounts established prior to
and during  the  Company's  1995  second  quarter  contained  sufficient
reserves to resolve the matters in dispute.  All terms of the settlement
are confidential.    The  Company  does not  expect  to  have  a  supply
relationship with CFM in the future.  CFM had been one of the  Company's
major customers,  and during  its 1994  fiscal  year CFM  accounted  for
approximately 12.2% of  the Company's sales.   During  fiscal 1995,  CFM
accounted for approximately 3.5% of the Company's sales.
<PAGE>
Restructuring Charge

On October  5, 1995,  the Company  announced that  it had  retained  the
financial advisory and turnaround firm of Kirkland Messina, Inc. (KM) to
assist the Company in developing a comprehensive financial and operating
plan designed to return  the Company to profitability.   KM was  engaged
for a three month period for  a monthly fee plus expenses. In  addition,
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  Company  announced  on   October  10,  1995   that  it  had   begun
implementation of a comprehensive reorganization plan of its  operations
and personnel  in order  to return  to profitability.   As  part of  the
reorganization,  the  Company  announced   an  approximate  20   percent
reduction of its work force.

During the fourth quarter of 1995, the Company recorded a  restructuring
charge of $761,000 for severance payments  and fees and expenses of  the
financial advisory firm of KM.

Interest Expense

Interest expense increased by $443,000 or 13.3% as compared to 1994.  In
connection with the  reclassification of  the operating  results of  the
Company's chicken processing  operations to  discontinued operations  in
the first quarter of 1994, $185,000 of interest expense was allocated to
the loss  from discontinued  operations.   After giving  effect to  this
allocation, interest expense increased by $258,000 compared to 1994.

This increase was primarily  attributable to increased interest  expense
on the Company's 11%  Senior Notes.  On  December 15, 1995, the  Company
announced that, as permitted  by the terms of  its 11% Senior Notes  due
December 15, 2000, it had elected to make its December 15, 1995 interest
payment on its  Senior Notes  by issuing  additional Senior  Notes in  a
principal amount equal to  the interest payment due.   According to  the
Senior Note Indenture, such an election requires the Company to accrueits 
interest at a rate of 18% versus the  11%  rate  applicable  if the  
interest  is  paid  in  cash. Accordingly, the  Company  recorded  an 
additional  interest  charge  of approximately $470,000 in  the fourth
quarter  of 1995  related to  this interest payment.  This increase in  
Senior Note interest was  partially offset by a reduction in Senior Note 
interest of approximately  $289,000 related to  reductions  in  the  
outstanding  principal  amount  of  the Company's 11% Senior Notes.  The 
Company  redeemed $1,050,000 of  thesenotes in June 1994 and $2,250,000  
in December 1994.  After  considering the increase in Senior Note interest 
of approximately $181,000, interest expense  increased  by  approximately  
$77,000  compared  to  1994   due primarily to higher borrowings under bank 
lines of credit and  increases in the prime lending rate charged by banks 
as compared to 1994.

Other Income
The Company earned other income of $474,000 in 1995 which was  comprised
primarily of consulting fees.
<PAGE>
Goodwill Writedown
                  
During the  fourth quarter  of 1995,  the  Company recorded  a  goodwill
writedown of $20,377,000.   (See Note  1 to  the Consolidated  Financial
Statements.)

This writedown eliminated all  remaining goodwill of  the Company.   The
goodwill was determined to have been  impaired because of the  financial
condition of the Company and the Company's inability to generate  future
operating income without substantial  sales volume increases which  were
uncertain.   Moreover,  anticipated future  cash  flows of  the  Company
indicated that  the  recoverability  of the  asset  was  not  reasonably
assured.

Income Taxes

In 1995, 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.

In conjunction with its  sale of Rymer Seafood,  the Company, on  August
28, 1996,  entered into  a revised  loan agreement  with LaSalle.    The
revised agreement provides a credit facility of up to $5 million for the
Company  through  April  1997  based  on  borrowing  base   availability
calculations.  The Company believes that its credit facility is adequate
for its  foreseeable  working  capital needs.    The  agreement  revised
certain loan covenants and waived all prior events of default as of  the
quarter ended July 27,  1996.  At  October 26, 1996,  the Company had  a
bank loan of $211,000 outstanding under its line of credit with LaSalle.

<PAGE>
The Company has also  announced that, as permitted  by the terms of  its
11% Senior Notes,  the December 15,  1996 interest payment  was made  by
issuing additional  Senior Notes  in a  principal  amount equal  to  the
interest payment  due.   The Company  is required  to make  an  interest
payment on June 15, 1997 of approximately $1.3 million in respect to the
Senior Notes.  The Company does not expect to have sufficient  available
cash to make this required interest  payment.  Failure to make the  June
1997 payment within  30 days  of the due  date constitutes  an event  of
default under the terms  of the indenture at  which time the 11%  Senior
Notes will become due and payable.   Accordingly, the Senior Notes  have
been classified as  a current  liability on  the Company's  consolidated
balance sheet.  An event of default  under the indenture is an event  of
default under the Company's bank agreement with LaSalle also. Therefore,
the Company is investigating various alternatives to restructure its 11%
Senior Notes in an effort to improve its liquidity.  This  restructuring
could involve the  conversion of  some or  all of  the Company's  Senior
Notes  into  equity.    Such  conversion  could  result  in  substantial
ownership dilution of current shareholders.  There can be no  assurances
that such a restructuring will occur.

The Company  had a  net working  deficit at  October 26,  1996 of  $18.2
million  which  is  principally  due  to  the  11%  Senior  Notes  being
classified as a current liability.

As discussed in Note 2 to  the Consolidated Financial Statements,  there
is substantial doubt about the Company's ability to continue as a  going
concern.

The Company  had total  lines of  credit available  of $2.6  million  at
October 26, 1996 and  $11.7 million at October  28, 1995, of which  $2.4
million and $3.6 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's
aggregate commitment under sales  agreements was approximately  $420,000
at October 26, 1996.   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 approximately  $2.0
million as of October 26, 1996.

The Company  anticipates  spending approximately  $800,000  for  capital
expenditures in  1997.    The expenditures  are  primarily  for  planned
improvements at  the  Rymer  Meat operation.    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.

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>
Fourth Quarter Adjustments

1996
In December 1996, the Company had an independent appraisal performed  of
the Plant City facility, an asset remaining from the discontinued  Rymer
Chicken operation which was disposed of  in December 1993.  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.

1995
During the  fourth quarter  of 1995,  the  Company recorded  a  goodwill
writedown of $20.4 million.  (See  Note 1 to the Consolidated  Financial
Statements.)  This  writedown eliminated all  remaining goodwill of  the
Company.

During the fourth quarter of 1995, the Company recorded a  restructuring
charge of  $761,000  related  to the  restructuring  plan  commenced  in
October of 1995  to reduce  operating costs,  improve efficiencies,  and<PAGE>
 
return the Company to  profitability.  (See Note  3 to the  Consolidated
Financial Statements.)

During the fourth quarter  of 1995, the  Company recorded an  additional
interest charge of approximately $470,000.  This charge was attributable
to increased interest  expense on the  Company's 11% Senior  Notes.   On
December 15, 1995, the Company announced that, as permitted by the terms
of its 11% Senior Notes  due December 15, 2000,  it had elected to  make
its December 15, 1995  interest payment on its  Senior Notes by  issuing
additional Senior  Notes in  a principal  amount equal  to the  interest
payment due.  According to the  Senior Note Indenture, such an  election
requires the Company to accrue its interest at a rate of 18% versus  the
11% rate applicable if the interest is paid in cash.

1994

None

Item 8.  Financial Statements and Supplementary Data

<PAGE>
Index to Consolidated Financial Statements and Supplementary
Financial Data                                                       Pages

Report of Independent Accountants                                      14

Financial Statements:

  Consolidated Statements of Operations for the fiscal years
  ended October 26, 1996, October 28, 1995 and October 29, 1994        15

  Consolidated Balance Sheets as of October 26, 1996 and
  October 28, 1995                                                     16

  Consolidated Statements of Cash Flows for the fiscal years
  ended October 26, 1996, October 28, 1995 and October 29, 1994        17

  Consolidated Statements of Stockholders' Equity (Deficit) for 
  the fiscal years ended October 26, 1996, October 28, 1995 
  and October 29, 1994                                                 18

  Notes to Consolidated Financial Statements                        19-29

Supplementary Financial Data:

  Schedule II - Valuation and Qualifying Accounts and Reserves         32
 
 
     REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Stockholders and Board of Directors
Rymer Foods Inc.

We have audited the consolidated financial statements and the  financial
statement schedule of Rymer  Foods Inc. and  subsidiaries listed in  the
index on page  13 of  this Form 10-K.   These  financial statements  and
financial statement  schedule are  the responsibility  of the  Company's
management.   Our  responsibility is  to  express an  opinion  on  these
financial statements and the financial  statement schedule based on  our
audits.

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 26, 1996 and October 28,
1995 and the  consolidated results of  their operations  and their  cash
flows for each of the three years in the period ended October 26,  1996,
in conformity with generally accepted  accounting principles.  Also,  in
our opinion,  the  financial  statement  schedule,  when  considered  in
relation to the basic  financial statements taken  as a whole,  presents
fairly, in all material respects, the information set forth therein.
<PAGE>


The  accompanying  consolidated   financial  statements  and   financial
statement schedule have  been prepared  assuming that  Rymer Foods  Inc.
will continue as a going  concern.  As more  fully described in Notes  2
and 6 to the Consolidated Financial Statements, the Company has reported
recurring  losses  from   continuing  operations,   has  experienced   a
significant decrease in net sales in  1996 and 1995, and at October  26,
1996 has a stockholders'  deficit of $15.6  million.  Additionally,  the
Company does not expect to have sufficient available cash in fiscal 1997
to make the June 15, 1997 11%  Senior Note interest payment.  This  will
result in an event of default at which time the Senior Notes will become
due and payable.   These conditions  raise substantial  doubt about  the
Company's ability to continue  as a going  concern.  Management's  plans
regarding these matters are also described in Note 2.  The  consolidated
financial statements do  not include any  adjustments that might  result
from the outcome of this uncertainty.



                                                /s/ Coopers & Lybrand L.L.P.

                                                COOPERS & LYBRAND L.L.P.
Chicago, Illinois
December 16, 1996

<PAGE>
<TABLE>

CONSOLIDATED STATEMENTS OF OPERATIONS
For the  fiscal years  ended  October 26,  1996,  October 28,  1995  and
October 29, 1994
(in thousands except share data)



                                             1996         1995           1994
                                                       (Restated)    (Restated) 
<S>                                         <C>          <C>         <C>
Net sales                                   $ 44,329      $ 79,920   $ 106,252
Cost of sales                                 42,516        76,048      91,952
   Gross profit                                1,813         3,872      14,300
Selling, general and administrative expenses   4,794         9,042       9,617
Restructuring charge                             -             761         -
Goodwill writedown                               -          20,377         -
   Operating (loss) income                    (2,981)      (26,308)      4,683

Interest expense                               4,198         3,786       3,343
Other income                                    (35)          (474)       (618)
   (Loss) income from continuing operations
    before income taxes                       (7,144)      (29,620)      1,958
Provision for income taxes                      -             -            75
   (Loss) income from continuing operations   (7,144)      (29,620)      1,883
(Loss)income from discont. operations, net      (167)          290         121
(Loss) gain on dispositions of discontinued
 operations, net                              (1,853)          -         4,474

Net (loss) income                           $ (9,164)    $ (29,330)  $   6,478


Per common share:
 Primary:
  (Loss) income from continuing operations  $   (.66)    $   (2.72)  $     .18
  Net (loss) income                         $   (.85)    $   (2.69)  $     .61
 Fully diluted:
  (Loss) income from continuing operations  $   (.66)    $   (2.72)  $     .17
   Net (loss) income                        $   (.85)    $   (2.69)  $     .60

Weighted average shares of common stock outstanding:
Primary                                    10,754,000    10,888,000  10,662,000
Fully diluted                              10,754,000    10,888,000  10,782,000

See accompanying notes.
</TABLE>
<PAGE>                               
<TABLE>
CONSOLIDATED BALANCE SHEETS
October 26, 1996 and October 28, 1995
  
ASSETS         

                                                        1996            1995
                                                                    (Restated)
                                                                  (in thousands)
<S>                                                     <C>           <C>
Current assets:
  Receivables, net of allowance for doubtful accounts 
   of $200,000 in 1996 and $353,000 in 1995             $ 2,729        $ 4,678
  Inventories                                             3,272         12,119
  Assets held for sale, net                                 -            4,003
  Other                                                   1,170            766
     Total current assets                                 7,171         21,566

Property, plant and equipment:
  Leasehold improvements                                  1,785          1,441
  Machinery and equipment                                 6,735          6,555
                                                          
     Total Property, plant and equipment                  8,520          7,996                      
  Less accumulated depreciation and amortization          6,899          6,008
                                                          1,621          1,988
                                                                              
Assets held for sale or lease                             1,150          1,600
Other                                                       621            920
Total Assets                                           $ 10,563       $ 26,074

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Current portion of borrowings,
   including amounts to related parties                $ 21,754       $ 26,933
  Accounts payable                                          558            829
  Accrued interest                                        1,421          1,367
  Accrued liabilities                                     1,640          2,961
     Total current liabilities                           25,373         32,090

Long term debt                                               70             70
Deferred employee benefits                                  736            772
                                                         26,179         32,932
Commitments and contingencies (Note 13)
Stockholders' deficit
  Preferred stock, none outstanding                         -               -
  Common stock, $1 par, 20,000,000 shares authorized;
   10,754,093 and 10,753,934 shares outstanding in 1996 and
   1995 after deducting treasury shares of 225,024 in 1996
   and 225,183 in 1995                                   10,754         10,754
  Additional paid-in capital                             44,363         44,363
  Accumulated deficit                                   (70,733)       (61,569)
  Notes receivable from sale of common shares 
  to related parties                                        -             (406)
     Total stockholders' deficit                        (15,616)        (6,858)
                                                     
Total Liabilities and Stockholders' Deficit            $ 10,563       $ 26,074

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the  fiscal years  ended  October 26,  1996,  October 28,  1995  and
October 29, 1994
                                                1996       1995        1994
                                                        (Restated)   (Restated)
<S>                                           <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
(Loss) income from continuing operations      $ (7,144)   $ (29,620)   $ 1,883

Non-cash adjustments to (loss) income:
  Depreciation and amortization                  1,077        2,340      2,434
  Writedown of goodwill                            -         20,377        -
  Restructuring charge                             -            761        -
  (Gain) loss on disposal of properties              3           (3)        20
  Deferred compensation expense                    (26)         (24)        (8)
  Provision for bad debts                           53          675        363
  Payment in kind interest on Senior Notes       3,621        1,206        -

Changes in assets and liabilities:
  Net decrease (increase) to accounts receivable 1,896        1,752     (1,808)
  Net decrease (increase) to inventories         8,847       (2,230)    (1,095)
  Net decrease (increase) to other current

 and other long-term assets                        660          (20)         7
  Net (decrease) increase to accounts payable
  and accrued expenses                          (1,385)      (2,996)       413
Net cash flows from operating activities of
continuing operations                            7,602       (7,782)     2,209
Net cash flows from operating activities of
discontinued operations                          3,077       (1,082)    (3,098)
     Net cash flows from operating activities   10,679       (8,864)      (889)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the Sale of Rymer Chicken assets     -            -       24,323
Proceeds from the sale of Mendelson stock          -            -          750
Proceeds from the sale of Rymer Seafood          1,500          -          -
Capital expenditures                              (529)        (815)      (478)
Other                                                1          (21)       (14)
Net cash flows from investing activities of
discontinued operations                             (5)         (33)      (654)
     Net cash flows from investing activities      967         (869)    23,927

CASH FLOWS FROM FINANCING ACTIVITIES:
Change in cash overdraft                          (348)        (425)       -
Repayments under line-of-credit facility       (49,991)     (88,170)   (71,595)
Borrowings under line-of-credit facility        42,075       96,297     55,719   
Principal payments on debt                        (267)      (2,292)    (6,679)
Proceeds from borrowings                            -            48         45
Proceeds from employee stock purchases              -            32         17
Net cash flows from financing activities
 of continuing operations                       (8,531)       5,490    (22,493)
Net cash flows from financing activities of
 discontinued operations                        (3,115)       2,402      1,296
     Net cash flows from financing activities  (11,646)       7,892    (21,197)
<PAGE>
Net change in cash                                  -        (1,841)     1,841
Cash and cash equivalents balance at beginning
 of fiscal year                                     -         1,841        -
Cash and cash equivalents balance at end of
fiscal year                                   $     -     $     -      $   1,841

See accompanying notes.
</TABLE>




<PAGE>
<TABLE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the  fiscal years  ended  October 26,  1996,  October 28,  1995  and
October 29, 1994
                                                                        Total
                                                             Note       Stock-
                                     Additional           Receivable   Holders'
                             Common   Paid-in   Accum.    From Sale of  Equity/
                             Stock     Stock    Deficit  Common Stock  (Deficit)

<S>                           <C>      <C>      <C>        <C>        <C>
Balance at October 30, 1993   $10,502  $44,188  $(38,717)  $(383)     $15,590
  
  Net income                                       6,478                6,478
  Shares issued from conversion
   of note payable                233      146                            379
  Shares issued under employee
   stock purchase plan              6       10                             16
  Other                                                       23           23
  Interest charged on notes           
  receivable                                                 (22)         (22)
Balance at October 29, 1994    10,741   44,344   (32,239)   (382)      22,464
  
  Net loss                                       (29,330)             (29,330)
  Shares issued under employee
   stock purchase plan             13       19                             32
  Interest charged on notes
   receivable                                                (24)         (24)
Balance at October 28, 1995    10,754   44,363   (61,569)   (406)      (6,858)
  
  Net loss                                        (9,164)              (9,164)
  Repayment of notes
   receivable                                                406          406
Balance at October 26, 1996   $10,754  $44,363  $(70,733) $    -     $(15,616)


See accompanying notes.
</TABLE>
<PAGE>
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.  Summary of Significant Accounting Policies

Fiscal Year
           
The fiscal year of the Company ends  the last Saturday in October.   For
all years presented, the fiscal year was 52 weeks.

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 now 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 with original 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.    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.

Goodwill

In October of 1995, the Company  recorded a goodwill writedown of  $20.4
million.   This  writedown  eliminated all  remaining  goodwill  of  the
Company.  In fiscal 1994, goodwill was amortized using the straight-line
method over 20 years.

Revenue Recognition

The Company recognizes sales revenues at the time of shipment.

Income Taxes

Effective with  the first   quarter  of 1994,  the Company  adopted  the
provisions of  Statement  of  Financial Accounting  Standards  No.  109,
"Accounting for  Income  Taxes".   Adoption  of this  standard  did  not
materially impact the Company's operating  results.  In accordance  with
this statement, 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>
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 26, 1996
and October 28, 1995, and the reported amounts of revenues and  expenses
during the three  year period ended  October 26, 1996.   Actual  results
could differ from those estimates.


2.  Going Concern

The accompanying consolidated  financial statements  have been  prepared
assuming the Company will continue as a going concern.

In 1996, the Company  reported a decrease in  net sales from  continuing
operations as compared  to 1995 of  45% principally due  to the loss  of
major customers.    Also in  1996,  the  Company reported  a  loss  from
continuing operations of $7.1 million,  the fourth loss from  continuing
operations before extraordinary item in the last five years.  At October
26, 1996, the Company had a stockholders' deficit of $15.6 million.

Additionally, based on current forecasts, the Company does not expect to
have sufficient available cash in fiscal 1997 to make the June 15,  1997
11% Senior Notes  interest payment.   This will  result in  an event  of
default at which time the Senior Notes will become due and payable.  The
Company does not expect to have the funds available to repay the  Senior
Notes.

These conditions raise substantial doubt about the Company's ability  to
continue operating as  a going concern.   The  fiscal 1996  consolidated
financial statements do  not include any  adjustments that might  result
from the outcome of these uncertainties.

Management believes that  the Company's future  success is dependent  in
part upon reversing the sales decline  experienced in 1996 and 1995,  on
the containment of operating costs, and  on the success of  negotiations
with its lenders.  The Company is pursuing new sales opportunities while
continuing to  streamline its  production process  and to  reduce  other
costs.  Additionally, the Company is investigating various  alternatives
to restructure the  Senior Notes, however,  there can  be no  assurances
that such a restructuring will occur.
<PAGE>

3.  Restructuring and Restructuring Charges

During the fourth quarter of 1995, the Company recorded a  Restructuring
charge of  $761,000  related  to the  restructuring  plan  commenced  in
October of 1995  to reduce  operating costs,  improve efficiencies,  and
return the  Company to  profitability.   Of this  amount,  approximately
$200,000 represented  fees  and  expenses of  financial  and  turnaround
consultants.   The  remaining  amount  represented  primarily  severance
payments related to the reduction of sixteen non-union employees.   Four
of these  employees  were  executive  officers,  six  were  selling  and
administrative positions,  and  six  were related  to  operations.    In
addition, the Company eliminated approximately  80 union positions.   No
severance costs  were incurred  related to  the  union reductions.    In
total, the restructuring resulted in an approximate 20% reduction of the
Company's work  force.    The  amount  of  actual  consulting  fees  and
termination  benefits  paid   and  charged  against   the  reserve   was
approximately $582,000  and $179,000  in fiscal  1996 and  fiscal  1995,
respectively.

4.  Discontinued Operations and Assets Held for Sale

The  accompanying   consolidated   financial  statements   reflect   the
operations of the Company's Rymer Seafood and Rymer Chicken subsidiaries
as discontinued operations for accounting purposes.

Rymer International Seafood

On August 28, 1996, the Company completed the sale of substantially  all
of the assets of its Seafood subsidiary to BGL I, Inc., an entity formed
by the then current President  of Rymer Seafood who  is also the son  of
one of the Company's Board members.  The Company's shareholders approved
the transaction at a special meeting  on August 28, 1996.   Consummation
of the sale was subject to certain conditions, including approval by the
holders of 66 2/3%  of the outstanding Common  Stock of the Company  and
approval from  the  holders of  Rymer's  outstanding 11%  Senior  Notes.
Senior noteholder approval was received prior to the shareholder meeting
of August 28,  1996.  The  sales price was  approximately $8.5  million,
consisting of  $1.5  million  in  cash,  $1.0  million  in  a  ten  year
subordinated note from the buyer and the assumption by the buyer of $5.1
million in bank debt and $0.9 million of other current liabilities.  The
Company recorded a loss  on the sale of  Rymer Seafood of  approximately
$1.9 million, which was recorded as of the measurement date (August  28,
1996) in the fourth quarter of 1996.  On November 11, 1996, the  Company
received a  payment of  $950,000  in full  settlement  of its  ten  year
subordinated note from the buyer of its Seafood operation.  The proceeds
from the note  were used to  pay down the  Company's then existing  loan
balance with LaSalle.
<PAGE>

Rymer Chicken - Van Buren

In July 1993, the management of the Company designed a plan to sell  the
Van Buren, Arkansas chicken processing operation.  On December 10, 1993,
substantially all of the assets of Rymer Chicken were sold (the Sale  of
Rymer Chicken) to Simmons Poultry Farms, Inc., Siloam Springs,  Arkansas
(Simmons) pursuant to an Asset Purchase Agreement, dated as of  November
19,  1993,  among  the  Company,  Rymer  Chicken,  Simmons  and  Simmons
Industries, Inc.,  an  affiliate  of  Simmons,  as  amended  (the  Asset
Purchase Agreement).   The purchase price  was $24  million (subject  to
certain adjustments) plus the assumption  of substantially all of  Rymer
Chicken's obligations and liabilities  other than its obligations  under
its senior bank facility.  The Asset Purchase Agreement was approved  by
the Company's stockholders on December 6, 1993.

Upon consummation of the Asset Purchase Agreement, the Company  received
proceeds of  $24.3 million  and recorded  a gain  of approximately  $4.0
million in the  first quarter  of 1994.   The calculation  of such  gain
reflects all actual  expenses and estimated  future expenses  associated
with the Sale  of Rymer Chicken  assets and is  net of  the writeoff  of
approximately $5.4 million of goodwill related to Rymer Chicken.

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.

The facility  remains  available for  sale  or lease  and  is  currently
marketed by a local Florida real estate firm.

<PAGE>
Other Discontinued Operations

In July  1989, the  Company received  voting  and non-voting  shares  of
common stock in The Mendelson Holding Company, Ltd. (Mendelson  Holding)
representing approximately  a 12.5%  interest  in Mendelson  Holding  as
partial  consideration  for  the  sale  of  an  indirect,   wholly-owned
subsidiary, Murry's, Inc. (Murry's).

On November 17, 1993 (the Mendelson Closing Date), the Company sold  its
stock in Mendelson Holding to Murry's for $750,000 in cash.  The Company
used these proceeds to  pay down debt  and recorded a  gain on the  sale
before income taxes of  $670,000 during the first  quarter of 1994.   In
connection with the sale, Murry's and Mendelson Holding and the  Company
released all claims against each other (stipulating to the dismissal  of
a pending lawsuit brought  by Mendelson Holding  against the Company  in
Delaware Chancery Court).  In addition, Murry's engaged the Company as a
consultant for three years for fees  aggregating $800,000.  The  Company
recognized consulting  income  during  1995 and  1994  of  $300,000  and
$250,000, respectively.  No consulting  income was recognized in  fiscal
1996.  The remaining unpaid balance is currently under litigation.

The  following  summarizes  the  results  of  the  various  discontinued
operations reflected  in  the accompanying  Consolidated  Statements  of
Operations:
     
                                      Fiscal Years Ended

                                       Oct. 26,      Oct. 28,       Oct. 29,
                                         1996          1995           1994

                                                  (in thousands)
     Sales:

       Rymer Seafood                   $ 52,547         $ 70,377       $ 56,004
       Rymer Chicken                       -                -             9,468
          Total sales                  $ 52,547         $ 70,377       $ 65,472

     Income (loss) from discontinued
      operations:
       Rymer Seafood                   $ 283             $   290       $    587
       Rymer Chicken                    (450)                -             (492)
       Credit equivalent to benefit
        for income tax                     -                 -               26
                                       $(167)            $   290       $    121

     Gain (loss) on dispositions of
      discontinued operations:
       Rymer Seafood                   $(1,853)          $    -             _
       Rymer Chicken                       -                  -        $  4,017
       Murry's                             -                  -             670
       Provision for income taxes          -                  -            (213)
                                       $(1,853)          $    -        $  4,474

<PAGE>
The fiscal 1994 discontinued operations include a $185,000 allocation of
interest expense on debt not attributable to specific operations of  the
Company.  The allocation was based on the proportion of net assets  sold
to total net assets of the Company.

In addition,  the above  discontinued operations  also include  interest
expense which specifically related to the operations of the discontinued
segment.

The  net  assets  of  Rymer  Seafood  consisted  of  the  following  (in
thousands):


                                        October 28, 1995

       Receivables                          $  6,537
       Inventories                             6,866
       Other current assets                        8
         Total current assets                 13,411
       Net property, plant and equipment          43
         Total assets                         13,454
       Less: current liabilities              (9,451)
       Net current assets held for sale
        before loss on disposition          $  4,003

5.  Inventories

Inventories consist of the following (in thousands):

                                Oct. 26,             Oct. 28,

                                 1996                 1995

          Raw materials         $ 1,619             $ 6,415
          Finished goods          1,653               5,704
                                $ 3,272             $12,119
<PAGE>

6.  Borrowings

Borrowings consisted of the following (in thousands):

                                              October 26,        October 28,
                                                1996                 1995

     Banks, with interest of 1 1/2% over
      prime in 1996 and 1995                   $   210            $ 8,127
     Senior Notes due December 15, 2000,
     with interest at 18% in 1996 and 1995      21,544             18,133
     Other, including capitalized leases and
      amounts to related parties:
     Due to executives under restructured
      employment and consulting agreements          -                 656
     Other                                          70                 87
                                                21,824             27,003
     Less current maturities                    21,754             26,933
                                               $    70            $    70

The prime  rate  applicable  to the  Company's  outstanding  bank  notes
payable was 8.25%  at October 26,  1996 and 8.75%  at October 28,  1995.
The weighted average interest rate relating to these borrowings was 9.8%
and 9.3% during fiscal 1996 and 1995, respectively.

In conjunction with its  sale of Rymer Seafood,  the Company, on  August
28, 1996,  entered into  a revised  loan agreement  with LaSalle.    The
revised agreement provides a credit facility of up to $5 million for the
Company  through  April  1997  based  on  borrowing  base   availability
calculations.  The agreement revised  certain loan covenants and  waived
all prior events of default as of the quarter ended July 27, 1996.

The Company's Rymer Meat subsidiary had total lines of credit  available
of $2.6 million  at October 26,  1996 and $11.7  million at October  28,
1995, of which $2.4 million and $3.6 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 bank agreements.

The Senior  Notes were  issued pursuant  to  the Indenture  between  the
Company and Continental Stock Transfer & Trust Company, as trustee  (the
Indenture).  The Senior Notes bear interest at 11% payable semi-annually
in arrears on June 15 and December  15.  Through December 15, 1996,  the
Company may issue additional Senior Notes in payment of interest to  the
extent that the Company lacks sufficient  available cash (as defined  in
the Indenture) to pay the  interest in cash.   For interest paid by  the
issuance of additional  Senior Notes after  June 15,  1993, and  through
December 15, 1996, the interest rate will be increased to 18% per annum.
<PAGE>

The  following  summarizes  the   most  restrictive  covenants  of   the
Indenture.  The Company is restricted from paying cash dividends on  its
Stock.  In addition, the Company is limited as to the incurrance of
additional debt and as to  capital expenditures and other  acquisitions.
The Indenture requires that Available Cash, as defined and under certain
circumstances, be applied to the prepayment of the outstanding principal
of the  Senior  Notes.    The  Indenture  also  contains  certain  other
covenants including limitations on  liens, requirements to maintain  its
status as a reporting company under  the Securities Exchange Act and  to
maintain a  stock exchange  listing, restrictions  on transactions  with
affiliates and related persons, and covenants to maintain assets and pay
taxes.  The Indenture  also contains provisions  whereby the Company  is
considered to be  in default  under the Indenture  if it  is in  default
under the terms of any of its other debt agreements.

The following table  summarizes activity of  the Company's Senior  Notes
(in thousands):


     Senior Notes originally issued in
      connection with the 1993 Restructuring                  $19,977
     Interest payment-in-kind on June 15, 1993                  1,456
     Mandatory redemptions:
       June 1994                                               (1,050)
       December 1994                                           (2,250)
     Interest payment-in-kind on December 15, 1995              1,632
     Interest payment-in-kind on June 15, 1996                  1,779
     Senior Note principal outstanding at October 26, 1996    $21,544

The Company has also  announced that under the  terms of its 11%  Senior
Notes the  December  15,  1996 interest  payment  was  made  by  issuing
additional Senior  Notes in  a principal  amount equal  to the  interest
payment due.

Based on  current  forecasts,  the  Company  does  not  expect  to  have
sufficient available cash in fiscal 1997  to make the June 15, 1997  11%
Senior Notes interest payment.  This will result in an event of  default
at which time the Senior Notes will become due and payable.   Therefore,
the Senior Notes  have been  classified as  a current  liability on  the
October 26, 1996 balance sheet.   The Senior Notes were classified as  a
current liability on the October 28,  1995 balance sheet due to  certain
loan covenant violations which existed as of that date.

As discussed in  Note 2, the  Company will seek  to restructure its  11%
Senior Notes in an  effort to improve  its liquidity.   There can be  no
assurances that such a restructuring will occur.

In accordance with Statement of Financial Accounting Standards No.  107,
"Disclosures About Fair Value of Financial Instruments", the Company has
estimated the fair value of its bank debt using interest rates that  are
similar to those that are currently available for issuance of debt  with
similar credit  risk, terms  and  maturities.   The  fair value  of  the
Company's Senior Notes is estimated based  on recent transactions.   The
estimated fair value of the Company's  Senior Notes at October 26,  1996
was 40% of  the face amount  of the Senior  Notes or approximately  $8.6
million.
<PAGE>
At October 26, 1996, aggregate maturities  of borrowings are as  follows
(in thousands):
               
                      1997              $21,754
                      1998                   70
 Total long-term borrowing              $21,824

7.  Leases

The Company and its subsidiaries  lease certain buildings and  equipment
used  for  offices  and  manufacturing.    Total  rental  expense   from
continuing operations  under  all  operating  leases  was  approximately
$683,000, $970,000, and $957,000 in fiscal 1996, fiscal 1995 and  fiscal
1994, 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.   However,  a new  lease  has not  been  finalized.
Management expects to have a one  year agreement signed with its  lessor
in the near future.

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

8.  Income Taxes

Effective with  the  first quarter  of  1994, the  Company  adopted  the
provisions of  Statement  of  Financial Accounting  Standards  No.  109,
"Accounting for Income Taxes" (SFAS 109).  Adoption of this standard did
not materially impact  the Company's operating  results.  The  Company's
deferred  tax  asset  is  related   primarily  to  its  operating   loss
carryforward for tax reporting purposes which approximated $38.6 million
and  $31.2  million  at   October  26,  1996   and  October  28,   1995,
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,  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 26,  1996  and
October 28, 1995 are as follows (in thousands):

                                           1996                 1995
       Deferred tax assets:
       Accounts receivable               $   130            $     514
       Inventories                            19                   67
       Property, plant and equipment         670                  846
       Other liabilities and reserves        435                  845
       Alternative minimum tax credits        98                   98
       Net operating loss carryforwards   13,143               10,652
       Investment tax credits                512                  512
         Total deferred tax assets        15,007               13,534
       Less:  Valuation allowance        (15,007)             (13,534)
         Net deferred tax asset          $   -              $     -
<PAGE>

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

                                                Fiscal Years Ended

                                October 26,       October 28,        October 29,

                                                      1996      1995      1994
  (Loss) income before income taxes:
   (Loss) income from continuing operations       $(7,144)  $(29,620)   $1,958 
   (Loss) income from discontinued operations        (167)       290        95
   (Loss) income on dispositions of
    discontinued operations                        (1,853)      -        4,687
   Total (loss) income before income taxes        $(9,164)  $(29,330)   $6,740

   Total (benefit) provision computed by applying
    the U.S. statutory rate (34%)                 $(3,116)  $ (9,972)   $2,292
   Increases (decreases) in taxes due to:
     Goodwill written off                             -        6,936     1,847
     Goodwill amortization                            -          391       411
     Other differences, net                            64          8      (349)
     Loss which provides no current tax benefit     3,052      2,637       -
     Utilization of net operating loss and
     capital loss carryforwards                       -          -      (3,939)
     Actual tax provision                         $   -     $    -     $   262

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  26, 1996,  the Company  had an  operating  loss
carryforward  for  tax  reporting  purposes  approximating  $38,630,000;
(expiring $1,600,000 in  1997; $12,700,000  in 1998;  $700,000 in  2000;
$2,800,000 in  2001; $100,000  in 2002,  $100,000 in  2003; $300,000  in
2004; $2,800,000  in 2007;  $130,000 in  2009; $7,500,000  in 2010;  and
$9,900,000 in 2011) which is available to offset future Federal  taxable
income.

9.  Stockholders' Equity

The Company has authorized 400,000 shares of preferred stock with a  par
value of $10 per share.  The Company's Board of Directors may  establish
the dividend rates, liquidation preferences, redemption, conversion  and
voting rights, and  any further limitations  or restrictions  of such  a
preferred stock upon issuance.

Treasury common  stock is  recorded  at cost  and  is reflected  in  the
accompanying balance  sheet  as  a  direct  reduction  of  stockholders'
equity.

At October 26, 1996, 918,000 shares  of common stock were reserved  for
the exercise  of stock  options including  624,750 shares  reserved  for
future grants of options.
<PAGE>
10.  Stock Options and Warrants
                               
On April 7, 1993,  the Company adopted the  1993 Stock Option Plan  (the
1993 Plan).  The 1993 Plan  permitted the issuance to key employees  and
directors of options to purchase shares of common stock.

Options granted under the 1993 Plan are exercisable at a price of  $1.88
per share, the fair market value of  the Common Stock on April 7,  1993,
the date the options were granted.  The right of an optionee to exercise
options granted is dependent upon a combination of time vesting and  the
price performance of the common stock.

Options generally vest, as to time, at the rate of 25% for each year  of
service by the optionee following the option grant date.  The number  of
options within  an  option  grant which  may  be  exercised  during  any
calendar quarter will equal  the lesser of:   (a) the number of  options
time vested or (b) the number  of options determined by multiplying  the
performance percentage (Performance Percentage) and the total number  of
options held within such option grant  by an optionee.  The  Performance
Percentage is based on the average trading price per share of the common
stock during the  last fifteen trading  days of  the preceding  calendar
quarter as follows:  $3.00 - 40%, $4.00 - 80%, $5.00 - 100%.  At October
29, 1994, 338,000  options were outstanding  under the 1993  Plan.   All
options expire on April 7, 1998.

In 1994, the Company adopted the 1994  Stock Plan (the 1994 Plan).   The
1994 Plan succeeds the 1993 Plan.  The 1994 Plan permits the issuance to
key employees and directors of options to purchase up to 580,000  shares
of common stock.

Options granted under the 1994 Plan  are exercisable at the fair  market
value of the Common Stock on the date  the option is granted.  The  term
during which each option may be  exercised is determined by the  Company
at each grant date.   In no  event will the  option be exercisable  more
than ten years  from the grant  date.  There  is no performance  vesting
aspect of  the  1994 Plan.    Options time  vest  as designated  in  the
individual grant.  Options  currently outstanding vest  in one to  three
years.  At October  26, 1996, 293,250 options  and at October 28,  1995,
527,000 options were outstanding under the 1994 Plan.

No compensation  expense  has been  recognized  by the  Company  as  all
options were granted at the market price of the stock at the date of the
grant.
<PAGE>
A summary of stock option activity  and other related information is  as
follows:

                                               1996      1995       1994
Shares under option at beginning of year     799,500    755,000   570,500
 Options granted (at prices of $1.50
  in 1996, at $1.63 to $3.25 in 1995,
  and at $1.38 to $2.88 in 1994)              175,000    101,000   417,000
  Options exercised at $1.88 in 1994             -          -        (1,000)
  Options cancelled and expired               (681,250)   (56,500) (231,500)

  Shares under option at the end of the year
   (at prices ranging from $1.50 to $2.88) -
   105,000 shares exercisable at
   October 26, 1996                            293,250    799,500   755,000
   Shares available for option at
   end of year                                 624,750    118,500   163,000


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.

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.

11.  Stock Purchase Agreements

On April 11, 1989,  the stockholders approved the  sale and issuance  of
180,000 shares  of common  stock for  $9.00 per  share to  three  former
executives for recourse promissory notes, commitments, and in one  case,
to provide  consulting services  to  the Company.    The notes  due  the
Company bear 9.5% interest and were originally due on February 24, 1994.
In fiscal years  1991, 1992 and  1993, the Board  of Directors  approved
amendments to the employment, consulting and stock purchase  agreements.
In these  amendments,  the  former  executives  accepted  annual  salary
reductions and  reductions  in  the amount  of  additional  compensation
payable under the  employment agreements.   In  consideration for  these
reductions, the former executives received  notes in settlement for  all
future obligations for additional compensation under the employment  and
consulting  agreements.      Concurrently,  the   contractual   purchase
obligations of  the  former executives  under  the 1989  stock  purchase
agreements were reduced by a total of $7.75 per share.

The  notes  payable  and  notes  receivable  related  to  these  amended
agreements matured in January 1996.   On January 2, 1996, notes  payable
of approximately  $406,000  were  offset  against  notes  receivable  of
approximately the same amount.  The notes receivable were classified  as
a reduction of Stockholders'  equity as they  related to stock  purchase
agreements.

<PAGE>
12.  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 $91,000  and $171,000  for fiscal  1996 and  fiscal  1995,
respectively.   Prior  to fiscal  1995,  the Company  sponsored  a  non-
contributory profit sharing plan.  Contributions and costs expensed  for
fiscal 1994 amounted to approximately $202,000.

Under  terms  of  a  deferred  compensation  agreement  with  a   former
officer/director of the  Company, the present  value of future  payments
under the agreement has been included in deferred employee benefits,
amounting to $577,000 at  October 26, 1996 and  $603,000 at October  28,
1995.

13.  Commitments and Contingencies

The amounts of  liability, if any,  for claims and  actions against  the
Company and its subsidiaries  at October 26,  1996 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's
aggregate  commitment  under  sales  agreements  is  approximately  $0.4
million at  October 26,  1996.   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  $2.0
million as of October 26, 1996.

14.  EEOC Settlement

On April  26,  1990,  United States  District  Court  for  the  Northern
District of  Illinois, Eastern  Division dismissed  EEOC v  Rymer  Foods
Inc., No.  88  C  10680;  an action  brought  by  the  Equal  Employment
Opportunity  Commission  against  the  Company  on  December  21,  1988,
alleging certain discriminatory employment  practices by the Company  at
its Chicago meat processing facility.

The present value of the cost of the settlement and estimated additional
legal fees relating to such dismissal  was included in the net loss  for
fiscal 1990.    The  remaining  liability  related  to  this  settlement
approximated  $380,000  at  October  28,  1995.    The  Company's  final
settlement payment of approximately $547,000 was paid in April 1996.

<PAGE>

15.  Supplemental Cash Flow Information

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

                                          1996      1995        1994

                                                 (Restated)  (Restated)
                           
     Cash paid (received) for:
       Interest                            $423    $2,019     $3,246

       Federal, state and local
        income taxes (net of tax refunds)  $(32)   $  613     $  219

Non-cash transactions:

In connection with  the retirement  of a note  payable due  to a  former
Senior Note holder on October 28, 1994, by conversion into common stock,
the following non-cash transaction was recorded:


                                                    1994
                                                
     Decrease in notes payable                      $(376)
     Decrease in accrued interest payable              (3)
     Issuance of common shares:
       Common stock at par                            233
       Additional paid-in capital                     146
                                                     $ -

16.  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.

As of October  26, 1996,  the Company  had uncollateralized  receivables
with one customer  approximating $407,000  which represents  14% of  the
Company's receivables.

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.   Sales to three  restaurant
chains owned by Darden (formerly General Mills) comprised  approximately
14% of the Company's  revenues from continuing  operations in both  1995
and 1994.  During the first quarter of 1996, Darden informed the Company
that certain supply contracts would not be renewed for 1996.

<PAGE>
Sales to  one  of  the Company's  retail  customers,  Country  Fed  Meat
Company, Inc. (CFM), accounted for approximately 12.2% of the  Company's
revenues from continuing operations in fiscal  1994.  At the end of  the
first quarter  of  1995, certain  issues  between the  Company  and  CFM
resulted in certain lawsuits being filed.  On June 28, 1995, the Company
announced that it had  reached a settlement with  CFM of the  litigation
pending between the two companies.   As a result of the settlement,  all
lawsuits between the  companies were  dismissed and  no further  actions
will be taken  by either company  on these matters.   The allowance  for
doubtful accounts established  prior to  and during  the Company's  1995
second quarter contained sufficient reserves  to resolve the matters  in
dispute without  additional  charges  to  operations  during  the  third
quarter of 1995.   All terms  of the settlement  are confidential.   The
Company does not expect  to have a supply  relationship with CFM in  the
future.

Unit sales to two groups of  the Company's other customers, Bonanza  and
Ponderosa, together accounted for approximately 28.6%, 23.1%, and  16.3%
of the Company's consolidated unit  sales from continuing operations  in
fiscal 1996,  1995 and  1994, respectively.  Franchise rights  for  both
Bonanza and Ponderosa  are owned by  Metromedia, Inc.   The Bonanza  and
certain  of  the  Ponderosa  restaurants  are  independently  owned  and
operated.

The loss of  any of  the Company's  major customers,  or a  substantial
portion of these accounts, could have  a material adverse effect on  the
Company.

17.  Earnings (Loss) Per Share
                              
Earnings (loss) per share are calculated by the treasury stock method.

Primary earnings per share are based  on the weighted average number  of
shares outstanding  during  each  year  plus  the  assumed  exercise  of
dilutive common stock equivalents using the  average market price.   The
fully diluted per share computation reflects the effect of common shares
contingently issuable upon the exercise of warrants in periods in  which
such exercise would cause  dilution.  Fully  diluted earnings per  share
also reflect additional dilution related to stock options due to the use
of the market  price at  the end  of the  period, when  higher than  the
average price for the period.
<PAGE>
18.  Fourth Quarter Adjustments

1996

In December 1996, the Company had an independent appraisal performed  of
the Plant City facility, an asset remaining from the discontinued  Rymer
Chicken operation which was disposed of  in December 1993.  As a  result
of the  appraisal, the  carrying  value of  the  facility and  land  was
written down by  $450,000 in the  fourth quarter of  fiscal 1996 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.

1995

During the  fourth quarter  of 1995,  the  Company recorded  a  goodwill
writedown of $20.4 million.   (See Note 1).   This writedown  eliminated
all remaining  goodwill of  the  Company.   The  asset of  goodwill  was
determined to  have  been  impaired because  of  the  current  financial
condition of the Company and the Company's inability to generate  future
operating income without  substantial sales volume  increases which  are
uncertain.   Moreover,  anticipated future  cash  flows of  the  Company
indicated that  the  recoverability  of the  asset  was  not  reasonably
assured.

During the fourth quarter of 1995, the Company recorded a  Restructuring
charge of  $761,000  related  to the  restructuring  plan  commenced  in
October of 1995  to reduce  operating costs,  improve efficiencies,  and
return the Company  to profitability.   (See Note 3).   Of this  amount,
approximately $200,000  represents fees  and expenses  of financial  and
turnaround consultants while the  remaining amount represents  primarily
severance payments.

During the fourth quarter  of 1995, the  Company recorded an  additional
interest charge of approximately $470,000.  This charge was attributable
to increased interest  expense on the  Company's 11% Senior  Notes.   On
December 15, 1995, the Company announced that, as permitted by the terms
of its 11% Senior Notes  due December 15, 2000,  it had elected to  make
its December 15, 1995  interest payment on its  Senior Notes by  issuing
additional Senior  Notes in  a principal  amount equal  to the  interest
payment due.  According to the  Senior Note Indenture, such an  election
requires the Company to pay its interest at a rate of 18% versus the 11%
rate applicable if the interest is paid in cash.

1994

None
<PAGE>

19.  New Accounting Pronouncements

The Company  will implement  the provisions  of Statement  of  Financial
Accounting Standards No.  121, "Accounting for  the Impairment of  Long-
Lived Assets and  for Long-Lived  Assets to  be Disposed  Of" in  fiscal
1997.  Management believes  that the adoption  of these provisions  will
not have a material impact on the financial conditions or results of the
operations of the Company.

The Company  will implement  the provisions  of Statement  of  Financial
Accounting Standards No. 123  "Accounting for Stock-Based  Compensation"
(SFAS #123) in  fiscal 1997.   The  Company is  currently reviewing  its
implementation options under SFAS #123.

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

None

<PAGE>
                                PART III
  Item 10.       Directors and Executive Officers

  Class 1 Directors (Term of Office Expiring in 1999)

       P.E.  SCHENK  (age  59;   Director  since  November  1995).            
  Mr. Schenk was named to  the Board of Directors  of the Company  on
  November 8, 1995 as a  Class 1 Director t o fill a  vacancy therein
  created by a resignation.  Mr.  Schenk has served as President  and
  Chief Executive Officer  of the Company  since November  1995.   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.

       DAVID E. JACKSON (age 38;  Director since 1993).   Mr. Jackson
  is a Managing  Director of  Contrarian Capital  Management, LLC,  a
  money management firm,  and has  served as  such since  May 1995.  
  Prior  to  May  1995,  Mr. Jackson  was  a  Managing  Director  of
  Oppenheimer & Co., Inc. and a Portfolio Manager at such firm  since
  September  1990.     From  November  1989   through  August   1990,
  Mr.  Jackson managed  a  portfolio for  EBF  & Associates,  a        
  management firm based in Minneapolis, Minnesota.

       HANNAH  H.   STRASSER  (age   37;  Director   since  1993).   
  Ms. Strasser is  a Managing  Director of  Cardinal Capital  LLC,  a  
  money management firm, and has been  such since April 1995.   Prior
  to such date, Ms.  Strasser was a Senior  Vice President of  Deltec
  Asset Management Corporation, an investment firm, since 1989, and a
  Vice President at such firm prior to 1989.  Ms.  Strasser is also a
  current director  of Gantos  Inc.   Ms.  Strasser has  also been  a
  director and member of the compensation committee of Equitable  Bag
  Co., Inc. from December 1994 to august 1995.  Ms. Strasser has also
  served as a director  of Deltec International  S.A.  Equitable  Bag
  Co., Inc.  filed a  petition for  relief  under Chapter  11 of  the
  United States  Bankruptcy Doe  on May  19, 1995,  in United  States
  Bankruptcy Court for the District of Delaware.

       JOSEPH  COLONNETTA   (age   36;   Director   since   1996).   
  Mr. Colonnetta is co-managing partner of The RMP Group, Inc.  Prior  
  to joining the  RMP Group, Mr.  Colonnetta was the  Chief Financial
  Officer of TRC, a Chicago-based holding company.  Mr. Colonnetta is
  also a director of  Back Yard Burgers,  Sfuzzi, Starmark Foods  and
  Wingate Hospitality.

  Class 2 Directors (Term of Office Expiring in 1998)

       SAMUEL I. BAILIN  (age 66; Director  since 1993).   Mr. Bailin
  has been President of  Samuel I. Bailin Inc., a  consultant to the
  food industry, since 1977. 




<PAGE>
      
  Class 3 Directors (Term of Office Expiring in 1997)

       Both Class 3 Directorships are vacant.

       During fiscal 1996, there were 10 meetings of the Board.  Each
  director then  in office  attended more  than 75%  of the  combined
  meetings of the Board of Directors  and the Committees on which  he
  or she  served held  during the  year  while he  or she  served  as
  director.

       The Executive  Committee,  consisting  of  David  E.  Jackson,
  Chairman, did not meet in fiscal 1996.  Except for certain  mattes,
  the duties of the Executive Committee  include the exercise of  all
  of the  powers and  authority of  the Board  of Directors  and  the
  management of the business and affairs  of the company, except  for
  any powers  and  authority  granted  to  another  committee.    The
  authority of  the  Executive  Committee  is  generally  limited  to
  acquisitions  and  dispositions  of  assets  and  negotiations   to
  accomplish  the  same;  personnel   matters;  guidance  to   senior
  management on policy matters; negotiations, review and analysis  of
  financial needs;  litigation mattes;  and public  or private  stock
  placement or other equity or debt offerings.

       The Audit Committee, consisting of Mr. Schenk, Mr. Jackson and          
  Ms. Strasser  held  1  meeting  during  fiscal  1996.    The  Audit
  Committee  reviews  the  proposed  scope  of  audit  and  non-audit
  services to  be  performed  by  the  Company's  independent  public
  accountants; reviews,  and  reports  on audits  and  the  Company's
  accounting  policies   and   controls;  and   annually   recommends
  independent public  accountants for  selection as  auditors of  the
  Company.  The Audit Committee  also monitors the administration  of           
  the Company's business ethics and conflicts of interest policies.

       The Compensation  Committee, consulting  of Samuel  I. Bailin,
  Chairman, David E. Jackson and Hannah H. Strasser, did not meet  in
  fiscal 1996.  The  Compensation Committee reviews the  compensation
  policies of the Company,  determines compensation of the  Company's
  executive officers,  determines  general compensation  and  benefit
  levels for all officers,  and recommends to  the full Board  future
  compensation of  executive officers.   The  Compensation  Committee
  administers the  Company's  employee  benefit  plans  presently  in
  effect.



                          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 position:

   Name and Age              Position(s)

   P.E. Schenk (59)          Chairman, President and Chief
                             Executive Officer
<PAGE>
   Edward M. Hebert (46)     Senior Vice President Finance,
                             Treasurer and Chief Financial Officer

   Jose Muguerza (34)        Vice President of Operations and
                             Technical Services

   Barbara McNicholas (61)   Secretary (since 1988)



       See Directors  and  Executive  Officers  as  to  Mr.  Schenk's
  business experience.

       Edward M. Hebert.   Mr. Hebert  was appointed Chief  Financial
  Officer on  October 6, 1995.    Mr. Hebert  has  been Senior  Vice
  President Finance of the Company  since January 1990 and  Treasurer
  of the Company since January 1993.   Prior thereto, Mr. Hebert  was
  Controller of the Company since December 1988.  Prior to that time,
  Mr. Hebert was employed by Arco Metals Company in various financial
  positions.

       Jose Muguerza.  Mr.  Muguerza was  elected Vice  President of
  Operations and Technical Services in December 1995.  Prior to  such
  election, Mr. Muguerza was  Vice President-Technical Services of  a
  subsidiary of the Company.

       Barbara McNicholas.  Ms.  McNicholas was elected Secretary  in
  1988 and has  been employed by  the Company since  1953 in  various
  office staff capacities.

       All of  the executives  officers are  citizens of  the  United
  States of America.  Edward M. Hebert and Barbara McNicholas  served
  as either executive officers and/or directors of the Company during
  its 1993 Restructuring.


  Item 11.  Executive Compensation


                    Compensation Committee Report

       In  fiscal  1996,  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 1996  there were  two programs  of direct  executive
  officer compensation:   the Base Salary  Program and the  Incentive
  Compensation Program.  In  addition, executives were awarded  stock 
  options as part of a compensation package.
<PAGE>

  Base Salary Program

       Base salary for fiscal 1996  for the executive officers  named
  in the Summary  Compensation Table  was determined  based on  their
  respective employment agreements.   See  "Certain Transactions  and
  Related Transactions."


  Incentive Compensation Program

       The Incentive Compensation Program provides opportunities  for
  executives  to   receive   incentive   compensation   if   specific
  performance goals,  proposed  by  management and  approved  by  the
  Board, are met.  No awards  of incentive compensation to  executive
  officers were made with respect to fiscal 1996 since objectives for
  such year were  not achieved.   Awards for prior  years were  based
  primarily  on  achievement  of   corporate  goals  and   individual
  performance.


  Stock Options

       In fiscal  1996,  under  the Stock  Option  Plan,  options  to
  purchase 175,000  shares of  the Common  Stock were  granted.   See
  "Security Ownership of Certain Beneficial Owners and Management".

                      SUMMARY COMPENSATION TABLE

                Annual Compensation         Long-Term Compensation

                                                  Awards         Payouts
<TABLE>
<S>           <C>    <C>     <C>      <C>         <C>        <C>      <C>         <C>
                                     Other    Restricted    Secur-   LTPI      All Other                                
                                    Annual     Stock       ities   Payouts  Compensation                     
 Name and           Salary  Bonus   Compen-     Award(s)    Under-    ($)         ($)              
 Principal    Year    ($)   ($)      sation       ($)       lying                            
 Position     (1)                     ($)                   Options                                                     
                                      (2)                     (#)                                   
 

 P.E.         1996   197,808   _      6,050         -      750,000*      -          -
 Schenk       1995       -     -         -          -           -        -          -
   (3)
 Chairman
 and Chief
 Executive                                
 Officer
                                                                                   6,587 (4)
 Edward M.    1996   135,665   -      6,000         -        50,000      -         7,500
 Hebert       1995   120,975   -      6,400         -         7,000      -        13,470
 Senior       1994   113,035  43,500  8,400         -         4,000      -         6,882
 V.P Finance,
 Treasurer 
 and CFO

<PAGE>
 Thomas F.    1996
 Bauman       1995    54,254   -      1,500         -           -        -         242 (4)
 Senior V.P.         152,400  30,000  6,600         -         7,000      -         396
 of Sales and                   (5)                                                           
 Marketing
</TABLE>

  1. For fiscal year ended on the last Saturday of October in each year.
  2. Reimbursement allowance for automobile use and maintenance
  3. Mr. Schenk joined  the Company on  November 8,1995.  He was made a   
     Director on November 8, 1995.  See "Certain Transactions  and Related
     Transactions."
  4. Represents vested amount from the Company's 401k Plan
  5. This bonus was paid  pursuant to Mr.  Bauman's employment agreement.  
     Mr. Bauman's position was eliminated on January 11, 1996.              


     * Mr. Schenk was  issued a  warrant to  acquire 750,000  shares of  
       Common Stock for $1.00 per share.  See "Certain Transactions and
       Related Transactions - Employment and Consulting                        
       Other Arrangements."


  The following  table  sets forth  selected  information  concerning
  options granted in  fiscal 1996  to the  one officer  named in  the
  Summary Compensation  table  who  was granted  option  to  purchase
  shares of common stock:

                  OPTION GRANTS IN 1996 FISCAL YEAR
                          Individual Grants

               Number
                 of     Percent                  Potential
               Secur-  of Total                  Realizable Value at
                ities   Options  Exer-           Assumed Annual
               Under-   Granted   cise           Rates of Stock                
      Name      lying     to       or    Expira- Price Appreciation            
               Options Employee   Base   tion    for Option Term
               Granted     s     Price   Date 
                   (#)    in                    5% ($)        10%($)
                        Fiscal   ($/Sh)         
                         Year                                    
   Edward      50,000     29%    $1.50   Jan 4, N/A (A)      N/A (A)           
   Hebert                                 2001   





                                          

  A    No potential  realizable  value  has been  assumed  since  the
       option  exercise  price  remains  greater  than  the   assumed
       realizable share price for the duration of the option grant.


 <PAGE>
                               Number of     Value of
                Shares  Value Unexercised   Unexercised
                Acquir- Real-  Options at  In-the-Money
       Name      ed on  ized     Fiscal       Options
                 Exer-          Year-End     at Fiscal
                 cise   ($)                  Year-End
                  (#)          (#)                     
                                            ($)        
                                                  
                              Exercisable/ Exercisable/
                                  Un-           Un-
                              exercisable   exercisable
   Edward M.      -0-    -0-  61,000/40,000    -0-/-0-
   Hebert                          


  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  10, 1997, the
  beneficial ownership of the Common Stock  by each of the  directors
  and each of  the executive officers  of the Company  listed in  the
  Summary Compensation Table below and of all directors 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.

                                             Amount and       Percent
           Name             Position           Nature           of
                                           of Beneficial       Class
                                             Ownership
   Samuel I. Bailin         Director        30,000 Direct        *
                                                   (1)

   David E. Jackson         Director     1,827,212 In-          17.0%
                                                   direct
                                                   (2)

   P.E. Schenk             President,      750,000 Direct        7.0%
                              CEO,                 (3)
                            Director

                                 
   Edward M. Hebert          Senior         64,721 Direct           *
                              Vice                 (4)
                           President,
                               CFO
<PAGE>
   Oppenheimer & Co.                        70,934 Direct           *
   Inc.                                  1,827,212 (5)          17.0%
   Oppenheimer Tower                               In-
   New York, NY 10281                              direct
                                                   (6)

   All directors and                       900,923 Direct        9.2%
   executive persons as                  1,913,497 In-          17.8%
   a group (8 people)                              direct
   (7)                                             (2)


       Less than 1% of the outstanding shares  *

   (1) Such shares include options to purchase exercisable within  60 
       days from the date hereof 30,000 shares of Common Stock.

   (2) Mr. Jackson disclaims beneficial ownership of all 1,827,212 of
       such  shares.     Such  shares   are  held   by  two   limited
       partnerships,   Oppenheimer   Horizon   Partners,   L.P.   and
       Oppenheimer  Institutional   Horizon   Partners,   L.P.   (the
       "Partnerships"),  and  a  corporation  (the  "Corporation").  
       Mr. Jackson is  a partner  of Contrarian  Capital  Management,
       LLC, a money  management concern  that has  shared voting  and
       dispositive power with  the Partnerships  and the  Corporation
       with respect to such shares. See No. (9).

   (3) A warrant to acquire 750,000 shares of Common Stock was issued  
       to Mr. Schenk in connection  with his employment  agreement. 
       The exercise price  for such warrants  is $1.00  per share  of
       Common Stock, the market  value of such stock  on the date  of
       issuance of  the warrant.    Such warrant  became  exercisable
       November 8, 1996.

  (4)  Such shares include options to purchase exercisable within  60
       days from the date hereof 61,000 shares of Common Stock.

  (5)  These shares are held by Oppenheimer  on behalf of itself  and
       certain related entities.

  (6)  These shares are held by  affiliates of Oppenheimer on  behalf
       of themselves and certain related entities. See Note (2).

  (7)  See the  disclaimers  of  beneficial ownership  set  forth  in
       footnotes 2 and 4 above.

       Pursuant to the Company's 1994  Stock Option Plan (the  "Stock
  Option Plan"),  the  company issued  in  1996 options  to  purchase
  175,000 shares of Common Stock to the following executive  officers
  to acquire the following number of shares of Common Stock:   Edward
  M. Hebert,  50,000 shares;  Mark Lazare,  50,000 shares;  and  Jose
  Muguerza, 75,000 shares.  On  November 8, 1995, the Company  agreed
  to issue to P.E. Schenk, President  and Chief Executive Officer  of
  the Company, a warrant  to acquire 750,000  shares of Common  Stock
  for an exercise price of $1.00  per share, the market value of  the
  Common Stock on the date of  issuance of such amount.  The  warrant
  issued to Mr. Schenk is exercisable commencing November 8, 1996 and
  for three years thereafter.
<PAGE>
       The Indenture (the  "Indenture"), dated as  of April  7, 1993,
  between the Company and Continental Stock Transfer & Trust Company,
  as Trustee (the  "Trustee"), relating to  the Company's 11%  Senior
  Notes due 2000  (the "Senior  Notes"), provides  for the  immediate
  acceleration of principal and interest due on all the Senior  Notes
  in the event of  a "Change of Control"  (as defined therein).   The
  Indenture defines a "Change in Control"  as the acquisition by  any
  person or entity (a "Person") or  affiliated group of at least  55%
  of the aggregate voting  power of all classes  of capital stock  of
  the Company entitled to vote generally in the election of directors
  of the company, excluding from such calculation shares held by  any
  Person that were issued to such Person in its reorganization  under
  Chapter 11 of the united States  Bankruptcy Code completed in  1993  
  (the "Restructuring")  to  the  extent  that  such  Person  is  the
  acquiror or a member of such affiliated acquiring group.





  Item 13.  Certain Relationships and Related Transactions



            CERTAIN TRANSACTIONS AND RELATED TRANSACTIONS

  Stock Purchase Agreements and Certain Additional Compensation

       Jeffrey Rymer.  On February 24, 1989, Mr. Jeffrey Rymer, then
  the President, purchased  10,000 shares  of Common  Stock from  the
  Company for  a  purchase price  of  $9.00  per share  paid  by  his
  recourse 9.5%  promissory  note  in the  amount  of  $90,000.    In
  September 1991, the purchase price for these shares was reduced  to
  $6.00 per share, an amount which  was the fair market value of  the
  shares at such time.  Pursuant to his employment agreement then  in
  effect, Mr. Rymer was  entitled to receive additional  compensation
  for Rymer  Meat's fiscal  years  ending in  1992  and 1993  in  the
  aggregate amount of $188,000.  As of September  18, 1991, Mr. Rymer
  owed the Company $40,850 under his promissory note.  As agreed upon
  between Mr. Rymer and  the Company, Mr.  Rymer released all  claims
  for $188,000 in additional compensation and in exchange the Company
  reduced the stock purchase price and agreed to pay him  (i) $11,000
  on January 4, 1993 with 9.5% annual  interest and (ii)  $131,000 on
  April 1,  1993  without  interest.    Concurrently  therewith,  Mr.
  Rymer's promissory  note and  interest  thereon was  cancelled  and
  extinguished and Mr. Rymer issued a promissory note due  January 4,
  1993 in the amount of $10,850 on the same terms as his prior  note.
   The Company and  Mr. Rymer have rights  of offset with respect  to
  the $10,850 note due  from Mr. Rymer and  the $11,000 obligation.  
  Mr. Rymer subsequently agreed to defer the maturity of the  $11,000
  and $131,000  amounts  to  January 1, 1996  and  January  2, 1996,
  respectively.  In connection therewith, Mr. Rymer's promissory note
  in the amount  of $10,850 was  cancelled and  extinguished and  Mr.
  Rymer issued a new promissory note due January  1, 1996 on the same
  terms as  his  prior note.    These notes,  plus  accrued  interest
  thereon, were  offset  by the  Company  on January  1, 1996.    The
  Company did not  pay the note  due to Jeffrey  Rymer on  January 2,
<PAGE>  
  1996.   The Company  deferred  payment of  this  debt in  order  to
  preserve cash for use in the  operation of its business.  In  March
  1996, the Company and Jeffrey Rymer agreed on revised payment terms
  whereby one-half of the principal ($65,000) and accrued interest on
  the entire  debt  at  9.5% through  March  13, 1996  (amounting  to
  $1,395) was paid to Jeffrey Rymer by the Company on March 13, 1996.
   The Company and Jeffrey Rymer  agreed that interest would be  paid
  on the remaining principal at a rate of 9.5% on a monthly basis and
  that the remaining principal will be paid in installments.  At year
  end fiscal 1996,  no further amounts  were due to  Mr. Rymer.   Mr.
  Jeffrey Rymer resigned as a Director and officer of the Company  on
  November 8, 1995.

       Barry Rymer.  On February 24, 1989, Mr. Barry Rymer purchased
  150,000 shares  of Common  Stock from  the Company  for a  purchase
  price of $9.00 per share paid by his recourse 9.5% promissory  note
  in the amount of $1,350,000.  In September 1991, the purchase price
  for these shares was  reduced to $6.00 per  share, an amount  which
  was the fair market value of the shares at such time.  Pursuant  to
  his employment and consulting agreement  then in effect, Mr.  Rymer
  was entitled to receive additional compensation at the annual  rate
  of $465,000 per  year for the  Company's 1991  through 1995  fiscal
  years and at  the rate of  $455,000 for the  Company's 1996  fiscal
  year.  As of September 18, 1991, the total additional compensation
  due Mr. Rymer aggregated $2,323,750, and Mr. Rymer owed the Company
  $1,391,400 under his promissory note.   As agreed upon between  Mr.
  Rymer and the Company, Mr. Rymer released all claims for $2,323,750
  in additional compensation, and in exchange the Company reduced the
  stock  purchase  price  and  agreed  to  pay  him  (i) $942,000  on
  January 4, 1993 with 9.5% annual interest and (ii)  $445,000 (which          
  was guaranteed by Rymer Meat) on April  1, 1993, without interest. 
  Mr. Rymer's note  of February 24, 1989 (and  interest thereon) was
  cancelled and extinguished, and Mr.  Rymer issued a new  promissory
  note due January  4, 1993 in  the amount  of $941,400  on the  same
  terms as his prior note.  The  Company and Mr. Rymer had rights  of
  offset with respect to the $941,400 note due from Mr. Rymer and the
  Company's $942,000 obligation to him.

       In October and  December 1992, the  Company agreed to  further
  reduce the purchase price for these  shares to $1.25 per share,  an
  amount in excess  of the  fair market value  of the  shares at  the
  later  date,  and   by  reason   of  this   reduction,  Mr.   Rymer
  contemporaneously reduced  the  amount ($1,387,000)  due  from  the
  Company to (i) $229,500 bearing 9.5% annual interest from the date
  of the  reduction  and  (ii) $124,000 bearing  no  interest.    Mr.
  Rymer's note for  $941,400 and interest  thereon was cancelled  and
  extinguished, and Mr. Rymer  issued a new promissory   note on  the
  same terms as his prior note, except that it was due and payable  on
  January 1, 1996, in the amount of $228,900.  Of the Company's note,
  $229,500 was due  January 1, 1996 and  $124,000 was due  January 2,
  1996.  The Company and Mr. Rymer had rights of offset with  respect
  to the $228,900 note due from Mr. Rymer and the Company's  $229,500
  obligation to him.   These  notes, plus  accrued interest  thereon,
  were offset by the Company on January 1, 1996.  The Company did not
  pay the $124,000 note due to  Barry Rymer on January  2, 1996.  The
  Company deferred payment of this debt in order to preserve cash for
  use in operation of its business.  The Company revised the  payment
  terms of the note such that Mr. Rymer was paid in installments.  At
 <PAGE>
  year end fiscal 1996,  no further amounts were  due to Mr. Rymer.  
  Mr.  Barry  Rymer  resigned  as  a  Director  of  the  Company   on
  November 6, 1995.

  Employment and Consulting Agreements and Other Arrangements

       P.E. Schenk.  On November  8, 1995, Mr. Schenk entered  into a
  two year employment agreement with the Company providing for annual
  compensation of $200,000, subject to mandatory annual escalation in
  the event  of an  increase in  the  regional Consumer  Price  Index
  equivalent to the percentage increase of  such index.  Pursuant  to
  the employment agreement, Mr. Schenk was  also issued a warrant  to
  acquire 750,000  shares of  Common Stock  at an  exercise price  of
  $1.00 per share for a period of three years commencing  November 8,
  1996.  Under the employment agreement, Mr. Schenk is entitled to an
  automobile allowance of  $550 per month,  as well  as other  normal
  executive benefits.   Mr.  Schenk's  employment may  be  terminated
  prior to the  expiration of  the two  year term  for "cause"  only,
  including conviction of a felony, intentional acts that  materially
  impair the  business of  the Company  and  failure to  perform  his
  material duties.

       Edward M.  Hebert.   The Company  entered into  an  employment
  agreement  with  Edward  M.  Hebert,  the  Company's  Senior   Vice
  President  Finance,  Treasurer  and  Chief  Financial  Officer,  on
  June 1, 1991.  The agreement's original one-year term that began on  
  June 1, 1991 automatically extends  thereafter for successive  one-
  year periods unless either the Company  or Mr. Hebert notifies  the
  other not later than May 1 of any year that the agreement is to be
  terminated on June 1 of such year.  Mr. Hebert was entitled in the
  first year of the agreement to  a salary of $100,000 per year  with
  an increase in subsequent years based on increases in the  Consumer
  Price Index limited  to 6% of  the amount in  effect for the  prior
  year.   In connection  with the  1993 restructuring,  Mr.  Hebert's
  salary was set at $112,200.

       If the  Company terminates  his employment  in breach  of  the
  agreement, Mr. Hebert would be entitled to continue to receive  his
  compensation and employee benefits for the remainder of the current
  one-year term of  the agreement  or (in the  event of  a change  of
  control), nine  months,  if longer.    Mr. Hebert's  employment  is
  terminated by  the  Company  in  breach  of  the  agreement  or  by
  expiration of the term  of the agreement  after the Company  elects
  not  to  extend  the  term  of  the  agreement,  the  noncompletion
  provision of the  agreement will  not be  effective or  enforceable
  unless the Company elects to continue  to pay the compensation  and
  provide the employee benefits Mr. Hebert would have received had he
  continued  his  employ   (in  addition  to   any  continuation   of
  compensation and employee benefits for the remainder of the term of
  the agreement, if applicable) for the lesser of a period elected by
  the Company not to exceed one year or the period Mr. Hebert remains
  unemployed.  Under such circumstances, the noncompletion  provision
  in his  employment  agreement  will be  effective  for  two  months
  following his termination of employment for each month the  Company
  elects  to  continue   his  compensation   and  employee   benefits
  regardless of when such compensation  and benefits may actually  be
  discontinued because he has found  other employment.  Mr.  Hebert's
  employment agreement provides a death  benefit equal to six  months
  salary to be paid to his estate.
<PAGE>
       General.    Executive   officers  of  the   Company  and   its
  subsidiaries ("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.

  Registration Rights Agreement

       On April 7, 1993, the holders of the  Senior Notes who either
  (i) had designees  on  the Board  of  Directors or  were  otherwise  
  affiliates (as defined by Rule 405 promulgated under the Securities
  Act of 1933, as amended (the  "Securities Act")) of the Company  or
  (ii) received stock equal to or in excess of 5% of the Common Stock
  to be  outstanding  upon  the consummation  of  the  Restructuring,
  together  with   the  Company's   counsel  in   the   Restructuring
  (collectively,  "Holders"),  and   the  Company   entered  into   a
  registration rights  agreement  ("Registration  Rights  Agreement")
  pursuant to which the Holders are entitled to a shelf  registration
  covering the  securities  issued to  them  in connection  with  the
  Restructuring  and,  under  certain  circumstances  if  such  shelf
  registration shall become unavailable for use, demand registrations
  under the Securities Act.  Pursuant to a demand by the holders, the
  Company prepared a shelf  registration statement on Form  S-12 (the
  "Registration Statement")  which  was  declared  effective  by  the
  Securities  and  Exchange  Commission   in  December  1994.     The
  Registration Statement  related to  the  offering by  Deltec  Asset
  Management Corporation and Oppenheimer  & Co., Inc.  of a total  of
  2,242,088 shares  of the  Company's  Common Stock  and  $10,617,815
  aggregate principal  amount  of Senior  Notes.   The  Company  paid
  substantially  all  expenses  incurred   in  connection  with   the
  Registration  Statement,  other  than  certain  expenses  including
  underwriting fees, commissions and agency fees.


                        AVAILABLE INFORMATION

       The Company is  subject to the  informational requirements  of
  the Exchange Act, and in accordance therewith files reports,  proxy
  statements, and other information with the Securities and  Exchange
  Commission (the "Commission").  The public may inspect and copy  at
  prescribed  rates  such  reports,   proxy  statements,  and   other
  information that the Company has filed with the Commission, at  the
  public reference facilities  that the Commission  maintains at  450
  Fifth Street, N.W., Washington, D.C. 20549 and at the  Commission's
  regional offices  located  at  500 West  Madison  Street,  Chicago,
  Illinois 60661 and  Seven World Trade  Center, New  York, New  York
  10048.   In addition,  the public  may obtain  such reports,  proxy
  statements and other  information concerning the  Company from  the
  Public Reference Section of the Commission, Washington, D.C.  20549
  at prescribed rates.


<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
                Page
       Company are included in Part II, Item 8:

          Consolidated Statements of Operations for the fiscal years
          ended October 26, 1996, October 28, 1995 and October 29, 1994     15

          Consolidated Balance Sheets as of October 26, 1996 and
          October 28, 1995                                                  16

          Consolidated Statements of Cash Flows for the fiscal years
          ended October 26, 1996, October 28, 1995 and October 29, 1994     17

          Consolidated Statements of Stockholders' (Deficit) Equity  for
          the fiscal years ended October 26, 1996, October 28, 1995 and 
          October 29,1994                                                   18

          Notes    to    Consolidated    Financial   Statements          19-29

    2. Financial Statement Schedules:

            Schedule II - Valuation and Qualifying Accounts and Reserves    32

       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.

    3. Exhibits:
       10.1      Loan and Security Agreement dated as of August 28, 1996
                 among Rymer Meat Inc., Rymer Foods Inc., and LaSalle 
                 National Bank (Incorporated  by  reference to Exhibit 10.1 
                 to the Quarterly  Report on Form 10-Q for the period ended 
                 July 27, 1996.)

       11        Computation of Earnings Per Share                          34

       22        Subsidiaries of the Company                                35

       24        Consent of Independent Accountants                         36

       NOTE:  With  the exception  of Exhibit Nos.  11, 22  and 24,  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.


<PAGE>                                        

            SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
 FOR THE YEARS ENDED OCTOBER 26, 1996, OCTOBER 28, 1995 AND OCTOBER 29,
                                  1994
                   RYMER FOODS INC. AND SUBSIDIARIES
                                
                                Additions
                                                                     
                         Balance    Charge   Charge                    Balance 
                            at        to      to                      at End of
                        Beginning Cost and   Other    Deductions         Year  
    Description          of Year  Expense   Accounts    (describe)    (Describe)
                                                      (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 26, 1996    $ 353     $ 53                $ 206(a)      $ 200

 For the fiscal year 
 ended October 28, 1995 
 (restated)                  581      675                  903(a)        353

 For the fiscal year 
 ended October 29, 1994      425      363                  207(a)        581
 (restated)
 
 (a)  Accounts written off, net of recoveries

<PAGE>
                               SIGNATURES

<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,
                                                   Chief Executive Officer, 
                                                   and President

Date:  January 24, 1997

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,            1/24/97
 P. Edward Schenk                         Chief  Executive Officer  
                                          and President
                                          (Principal Executive Officer)
                      

   /s/ Edward M. Hebert                 
                                           Senior Vice President, 
                                           Chief Financial         1/24/97
Edward M. Hebert                           Officer and Treasurer



   /s/ Samuel I. Bailin                   
                                           Director                1/24/97
Samuel I. Bailin



   /s/ Joseph Colonnetta                  
                                           Director                 1/24/97
Joseph Colonnetta



   /s/ David E. Jackson                   
                                           Director                 1/24/97
David E. Jackson



   /s/ Hannah H. Strasser                
                                           Director                     1/24/97
Hannah H. Strasser






















                                                             Exhibit 22


                            RYMER FOODS INC.

                      SUBSIDIARIES OF THE COMPANY

                            OCTOBER 26, 1996




                              State of   Percent
     Subsidiary Name        Incorporation Owned              Owner

     Rymer Meat Inc.           Illinois    100         Rymer Foods Inc.

     Rymer Chicken Inc. (1)    Arkansas    100         Rymer Meat Inc.

     Rymer International
      Seafood Inc. (2)         Illinois    100         Rymer Meat Inc.

     Rymer Chicken Inc. 
     - Plant City              Florida      100        Rymer Meat Inc.

     Queen City Foods Inc.     Georgia     100         Rymer Meat Inc.



(1)  Substantially all of the assets of Rymer Chicken Inc. were sold  on
     December 10,  1993.   See Item  1 and  Note 4  to the  Consolidated
     Financial Statements.

(2)  Substantially all  of the  assets of  Rymer  Seafood were  sold  on
     August 28,  1996.   See  Item  1 and  Note  4 to  the  Consolidated
     Financial Statements.