UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

  [X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED JUNE 30, 1999
                                       OR

  [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM . . . .. TO . . . .. . . . . . . . . . . . .

FOR THE QUARTER ENDED JUNE 30, 1999             COMMISSION FILE NUMBER 000-25351


                      ALFORD REFRIGERATED WAREHOUSES, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


              TEXAS                                      75-2695621
(STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

     318 CADIZ STREET, DALLAS, TEXAS                       75207
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 426-5151



         Check whether the issuer (1) filed all reports  required to be filed by
Section  13 or 15(d) of the  Exchange  Act during the past 12 months (or for the
shorter period that the  registrant was required to file such reports),  and (2)
has been  subject to  such filing  requirements for  the past  90 days.  Yes [ ]
No [X]

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practical date:

                                                        SHARES OUTSTANDING AS OF
                                                            AUGUST 9, 1999
                                                               7,540,715
                                 TITLE OF CLASS
$0.01 Par Value Common Stock
Transitional Small Business Disclosure Format (check one):  Yes [ ]    No  [X]
                                                               ----  -----
================================================================================



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<TABLE>
<CAPTION>

                                      INDEX


Part I: Financial Information

Item 1: Financial Statements (Unaudited)
<S>                        <C>                                                                                    <C>

                           Consolidated Balance Sheet:
                             Six Months Ended June 30, 1999 and 1998..............................................3

                           Consolidated Statement of Operations:
                             Six Months Ended June 30, 1999 and 1998..............................................4

                           Consolidated Statement of Operations:
                             Three Months Ended June 30, 1999 and 1998............................................5

                           Consolidated Statement of Stockholders' Equity:
                             Six Months Ended June 30, 1999 and 1998..............................................6

                           Consolidated Statements of Cash Flows:
                             Six Months Ended June 30, 1999 and 1998 .............................................7

                           Notes to Consolidated Financial Statements ............................................8


Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations ....................9

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                                       2


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Alford Refrigerated Warehouses, Inc.
Consolidated Balance Sheets                         (unaudited)


SIX MONTHS ENDED JUNE 30,                                                            1999                    1998
----------------------------------------------------------------------------- -----------------      ------------------
<S>                                                                                <C>                     <C>
ASSETS
CURRENT
     Cash and cash equivalents                                                         $57,441                $425,074
     Accounts receivable                                                             2,623,021               1,759,112
     Prepaid expenses                                                                  450,095                 326,591
     Income tax receivable                                                              12,500                  75,000
     Escrows                                                                           308,131                 277,139
                                                                                       -------                 -------
Total current assets                                                                 3,451,188               2,862,916
                                                                                     =========               =========

PROPERTY, PLANT AND EQUIPMENT, NET                                                  21,671,267              18,390,634
DUE FROM AFFILIATE                                                                   3,119,951               1,858,702
DEFERRED TAX ASSET, NET                                                                 54,050                 368,172
OTHER ASSETS                                                                           682,292                 260,153
DEPOSITS                                                                               193,051                 252,044
                                                                                       -------                 -------
Total assets                                                                       $29,171,799             $23,992,621
                                                                                   ===========             ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
     Accounts payable                                                               $1,010,413                $647,169
     Property taxes payable                                                            445,847                 414,034
     Accrued charges                                                                   600,558                 682,081
     Notes payable                                                                     180,732                 189,929
     Current maturities of long-term debt                                              910,269                 860,459
                                                                                       -------                 -------
Total current liabilities                                                            3,147,819               2,793,672
                                                                                     =========               =========

DEFERRED REVENUE                                                                       209,557                 215,325
LONG-TERM DEBT, LESS CURRENT MATURITIES                                             17,713,217              14,666,733
LINE OF CREDIT                                                                       1,315,828               1,319,552
                                                                                     ---------               ---------
Total liabilities                                                                   22,386,421              18,995,282
                                                                                    ==========              ==========

STOCKHOLDERS' EQUITY
     Preferred stock, par value $0.01 per share;
       5,000,000 shares authorized; none issued                                              -                       -
     Common stock, par value $0.01 per share;
       50,000,000 shares authorized; issued 7,540,715
       in 1999 and 6,552,087 in 1998                                                    75,407                  65,521
     Additional paid-in capital                                                      6,056,995               5,026,881
     Retained earnings (deficit)                                                       652,976                 (95,063)
                                                                                       -------                 --------
Total stockholders' equity                                                           6,785,378               4,997,339
                                                                                     ---------               ---------
Total liabilities and stockholders' equity                                         $29,171,799             $23,992,621
                                                                                   ===========             ===========

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                                       3

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<TABLE>
<CAPTION>

ALFORD REFRIGERATED WAREHOUSES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS                (unaudited)


SIX MONTHS ENDED JUNE 30,                                                            1999                    1998
-------------------------------------------------------------------------------- -------------           -------------
<S>                                                                                 <C>                     <C>
WAREHOUSE REVENUES                                                                  $7,314,041              $8,505,386
OPERATING COSTS                                                                      4,793,305               5,554,444
                                                                                    ----------              ----------
DIRECT PROFIT CONTRIBUTION                                                           2,520,736               2,950,942
                                                                                    ----------              ----------
GENERAL AND ADMINISTRATIVE EXPENSES                                                    451,651                 492,706
DEPRECIATION, RENT AND INTEREST EXPENSES:
     Depreciation                                                                      406,742                 401,541
     Rent                                                                              404,516                 755,606
     Interest                                                                          733,105                 706,853
                                                                                       -------                 -------
Total Depreciation, Rent and Interest Expense                                        1,544,363               1,864,000
                                                                                     =========               =========
INCOME BEFORE INCOME TAXES                                                             524,722                 594,236
INCOME TAX EXPENSE                                                                     178,405                 182,682
                                                                                       -------                 -------
NET INCOME                                                                            $346,317                $411,554
                                                                                      ========                ========
BASIC EARNINGS PER SHARE -
     Net Income                                                                          $0.05                   $0.06
                                                                                         =====                   =====
WEIGHTED AVERAGE -
     Common shares used in computing earnings per share                              7,098,229               6,552,087
                                                                                     =========               =========


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                                       4

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<CAPTION>

ALFORD REFRIGERATED WAREHOUSES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS                (unaudited)



THREE MONTHS ENDED JUNE 30,                                                          1999                    1998
-----------------------------------------------------------------------     ------------------      ------------------
<S>                                                                                 <C>                     <C>
WAREHOUSE REVENUES                                                                  $3,725,339              $4,433,006
OPERATING COSTS                                                                      2,295,895               2,842,166
                                                                                     ---------               ---------
DIRECT PROFIT CONTRIBUTION                                                           1,429,444               1,590,840
                                                                                     ---------               ---------
GENERAL AND ADMINISTRATIVE EXPENSES                                                    189,618                 271,620
DEPRECIATION, RENT AND INTEREST EXPENSES:
     Depreciation                                                                      205,985                 218,990
     Rent                                                                              187,016                 380,028
     Interest                                                                          376,568                 381,520
                                                                                       -------                 -------
Total Depreciation, Rent and Interest Expense                                          769,569                 980,538
                                                                                       =======                 =======
INCOME BEFORE INCOME TAXES                                                             470,257                 338,682
INCOME TAX EXPENSE                                                                     161,739                 104,118
                                                                                       -------                 -------
NET INCOME                                                                            $308,518                $234,564
                                                                                      ========                ========
BASIC EARNINGS PER SHARE -
     Net Income                                                                          $0.04                   $0.04
                                                                                         =====                   =====
WEIGHTED AVERAGE -
     Common shares used in computing earnings per share                              7,098,229               6,552,087
                                                                                     =========               =========
</TABLE>


                                       5

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<TABLE>
<CAPTION>


ALFORD REFRIGERATED WAREHOUSES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY                                              (unaudited)


                                              COMMON STOCK
                                        -----------------------------      ADDITIONAL          RETAINED
                                                                             PAID-IN           EARNINGS        STOCKHOLDERS'
                                            SHARES           AMOUNT          CAPITAL           (DEFICIT)          EQUITY
                                        ------------      -----------      -----------        ----------       -------------
<S>                                       <C>                 <C>           <C>               <C>               <C>
BALANCE, JANUARY 1, 1998                  6,552,087           $65,521       $5,026,881        ($506,617)        $4,585,785
     Net income                                   -                 -                -          411,554            411,554
                                          ---------           -------       ----------         ---------        ----------
BALANCE, JUNE 30, 1998                    6,552,087           $65,521       $5,026,881         ($95,063)        $4,997,339
                                          =========           =======       ==========         =========        ==========

BALANCE, JANUARY 1, 1999                  7,000,715           $70,007       $5,032,395         $306,659         $5,409,061
     Net income                             540,000             5,400        1,024,600          346,317          1,376,317
                                          ---------           -------       ----------         --------          ---------
BALANCE, JUNE 30, 1999                    7,540,715           $75,407       $6,056,995         $652,976         $6,785,378
                                          =========           =======       ==========         ========         ==========


</TABLE>

                                       6
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<TABLE>
<CAPTION>

ALFORD REFRIGERATED WAREHOUSES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS               (unaudited)


SIX MONTHS ENDED JUNE 30,                                                            1999                    1998
-----------------------------------------------------------------------         --------------            ------------
<S>                                                                                 <C>                     <C>
OPERATING ACTIVITIES:
     Net income                                                                        346,317                 411,554
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
         Depreciation expense                                                          406,742                 401,541
         Deferred income taxes                                                         167,911                 211,789
         Changes in operating assets and liabilities:
           Accounts receivable                                                         355,218                  60,684
           Prepaid expenses                                                               (780)                235,988
           Deposits and escrows                                                        194,530                 124,440
           Income tax receivable                                                        (6,500)                 58,629
           Other assets                                                               (228,114)                222,204
           Accounts payable                                                            454,922                 207,746
           Property taxes payable                                                     (220,900)                 41,991
           Accrued charges                                                            (124,113)                (80,272)
           Notes payable                                                              (136,306)               (303,569)
           Deferred revenue                                                            (14,751)                 57,213
                                                                                     ----------              ---------
Net cash provided by operating activities                                            1,194,176               1,649,938
                                                                                     ==========              =========

INVESTING ACTIVITIES:
     Capital expenditures                                                             (320,330)             (1,346,488)
     Funds invested - short term                                                      (400,000)                      0
                                                                                      ---------             -----------
Net cash used in Investing activities                                                 (720,330)             (1,346,488)
                                                                                      =========             ===========

FINANCING ACTIVITIES:
     Sale of shares                                                                     60,000                       0
     Due from affiliate                                                               (906,872)               (583,664)
     Funds borrowed                                                                  1,866,451                 591,387
     Principal payments on debt                                                     (1,545,501)               (332,663)
                                                                                    -----------               ---------
Net cash used in financing activities                                                 (525,922)               (324,940)
                                                                                    -----------               ---------

Net decrease in cash and cash equivalents                                              (52,076)                (21,490)
Cash and cash equivalents, beginning of period                                         109,517                 446,564
                                                                                       -------                 -------
Cash and cash equivalents, end of period                                                57,441                 425,074
                                                                                       =======                 =======

</TABLE>


                                       7
<PAGE>


                      Alford Refrigerated Warehouses, Inc.

                   Notes to Consolidated Financial Statements
                                   (unaudited)


1.   The accompanying  consolidated  financial  statements have been prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial  information.  Accordingly,  they  do  not  contain  all  of  the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles  for  year  end  financial  statements.  It is  the  opinion  of
     management  that all  adjustments  and  eliminations  necessary  for a fair
     presentation  of financial  position as at June 30, 1999 and the results of
     operations  for the period  then ended have been  included.  The results of
     operations for any interim period are not necessarily indicative of results
     for the full year. These consolidated  financial  statements should be read
     in conjunction with the financial  statements and  accompanying  notes, for
     the year ended December 31, 1998,  contained in the Company's Form 10-SB as
     filed with the Securities and Exchange Commission.

                                       8
<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS

     With the exception of historical information, the matters discussed in this
report are "forward  looking  statements" as that term is defined in Section 21E
of the  Securities  Exchange Act of 1934.  The Company  cautions the reader that
actual  results  could  differ  materially  from those  expected  by the Company
depending  on the outcome of certain  factors,  including,  without  limitation,
adverse changes in the market for the Company's services.  Readers are cautioned
not  to  place   undue   reliance   on  any   forward-looking   statement.   All
forward-looking statements speak only as of the date of this filing. The Company
does not have any obligations to update or otherwise make any revisions to these
statements  to reflect  events or  circumstances  after the date of this filing,
including,  without  limitation,  changes in the Company's  business strategy or
planned  capital  expenditures,  or to reflect the  occurrence of  unanticipated
events.

     Unless  otherwise  noted,  all dollar  amounts  are  rounded to the nearest
dollar.  Reference  to 1998 and 1999 are to the six months ended June 30 of each
year.

RESULTS OF OPERATIONS

     The  Company  currently  operates  four  facilities  in the state of Texas.
Included in the  revenues and expenses of the six months ended June 30, 1998 are
the results of a fifth  facility  located in Houston which was  discontinued  in
November  of 1998 due to the  termination  of the lease on the  facility  by the
landlord.


SIX MONTHS ENDED JUNE 30, 1999, COMPARED TO SIX MONTHS ENDED JUNE 30, 1998:

Revenues
     The Company recorded a net income of $346,317,  or $.05 per share for 1999,
as compared to a net income of $411,554, or $.06 per share for 1998.

     Total  revenues  for 1999 were  $7,314,041,  a decrease of  $1,191,345,  or
14.0%, compared to revenues of $8,505,386 for 1998. This decrease in revenues is
due primarily to having discontinued the operation in Houston in 1998.

Operating Costs
     Operating  costs  decreased  by $761,139,  or 13.7% from 1998 to 1999,  due
primarily  to the  decrease in costs  associated  with the  Houston  facility of
$663,395. This overall decrease is generally made up of the net of the following
increases and decreases:

          -    Wages and benefits decreased by $62,133,  however the decrease of
               $349,995 from the discontinued operation in Houston was offset by
               an  increase  in  wages at the  Dallas  facility  and an  overall
               increase  in  the  cost  of  health  and  workers'   compensation
               insurance premiums.

          -    Utilities  decreased by $166,039,  or 13.8%  primarily due to the
               decrease of $146,809 from the discontinued operation in Houston.

          -    Insurance  decreased by $16,385,  or 10.9%  primarily  due to the
               favorable renewal of insurance premiums.

          -    The remaining  decrease in operating costs was due to a multitude
               of  smaller  decreases  which  on an  individual  basis  are  not
               material.

General and Administrative Expenses
     General and  administrative  expenses  decreased by $41,055,  or 8.3%. This
decrease was primarily due discontinued operation in Houston.


                                       9

<PAGE>



Depreciation, Amortization, Rent and Interest
     Depreciation  expense  increased in 1999 to $406,742 from $401,541 in 1998.
Although  not a  significant  increase,  this  increase is due  primarily to the
effect of assets  acquired  in the last three  quarters  of 1998.  Rent  expense
decreased by $351,090,  or 46.5% from 1998 to 1999.  This decrease was primarily
due to the termination of the lease on the facility in Houston. Interest expense
was $733,105 in 1999, as compared to $706,853 in 1998.  The increase of $26,252,
or 3.7% is attributed to an increase in the interest on the mortgage in La Porte
of  $43,996,  since the  facility  was  purchased  in February  1998,  offset by
decreased  interest paid on the Company's other financed  obligations which have
been reduced by principal repayments.

Income Tax Expense or Benefit
     Income tax expense  includes the current federal tax expense and the effect
of deferred  taxes  related  primarily  to the  difference  between book and tax
depreciation on property, plant and equipment. For the six months ended June 30,
1999 and June 30, 1998, the Company  recorded income tax expense of $178,405 and
$182,682,  respectively.  The  change  from  1998 to 1999  is due  primarily  to
decrease in income before income taxes.

     The Company establishes valuation allowances when necessary,  in accordance
with the  provisions  of SFAS 109,  "Accounting  for  Income  Taxes",  to reduce
deferred  tax assets to the amount  expected to be  realized.  Based upon future
income projections, the Company expects to realize the net asset.


LIQUIDITY AND CAPITAL RESOURCES:

     At June 30, 1999, the Company's working capital ratio was 1.1 to 1 compared
to 1.0 to 1 at June 30,  1998.  The Company  had working  capital of $303,369 at
June 30, 1999, as compared to working  capital of $69,244 at June 30, 1998.  The
increase in the Company's working capital ratio and working capital is primarily
due to increases in accounts receivable of $863,909, offset by decreases in cash
and cash equivalents of $367,633 and increases in accounts payable of $363,244.

     Net cash provided by operating  activities  for 1999 totaled  $1,194,176 as
compared to $1,649,938  for the six months ended 1998.  The decrease in net cash
provided by operating  activities  is comprised of the  following  factors:  net
income was  $346,317  in 1999 as compared  to  $411,554  in 1998;  deferred  tax
expense  was  $167,911  in  1999 as  compared  to  $211,789  in  1998;  accounts
receivable  decreased  $355,218 in 1999 as compared to $60,684 in 1998,  whereas
prepaid  expenses  increased  only $780 in 1999 as  compared  to a  decrease  of
$235,988 in 1998; deposits and escrows decreased $194,530 in 1999 as compared to
a decrease of $124,440 in 1998; and accounts payable increased  $454,922 in 1999
as compared to $207,746 in 1998.  These  decreases  were  partially  offset by a
decrease  in  property  taxes  payable of  $220,900  in 1999 as  compared  to an
increase  of $41,991 in 1998;  accrued  charges  decreased  $124,113  in 1999 as
compared  to a decrease of $80,272 in 1998;  and a decrease in notes  payable of
$136,306 in 1999 as compared to a decrease of $303,569 in 1998.

     Capital  expenditures  for 1999 were  $320,330,  compared to $1,346,488 for
1998. The capital  expenditures  for 1998 included the cash paid on the purchase
of the La Porte facility.  In 1999 the Company invested $400,000 on a short term
basis.

     The Company has a line of credit which provides up to $2,500,000,  of which
the company had borrowed  $1,050,000 at June 30, 1999. The borrowing base on the
line of credit  fluctuates  based on  reports  submitted  by the  Company to the
lender  on  an  a  monthly  basis.   The  availability  at  June  30,  1999  was
approximately $66,000. The line of credit expires on May 1, 2000.

     Net cash used in financing activities for 1999 totaled $525,922 as compared
to net cash used in financing  activities of $324,940 in 1998.  The Company paid
$233,549  on the line of credit in 1999 as  compared  to  receiving  $591,387 in
advances in 1998.  The Company  refinanced  some of its equipment  with Bank One
Leasing  Corporation  and used the  proceeds  to repay a line of credit and term
loan.  The cash  used to make  these  payments  and  principal  payments  on the
company's  other long term debt was  $1,545,501 in 1999 as compared to principal
payments on long term debt of $332,663 in 1998.  The Company made advances to an
affiliate of $906,872 in 1999 as compared to $583,387 in 1998.

                                       10
<PAGE>



     The Company filed a Form SB-2 registration  statement to register 3,900,000
shares of the Company's common stock. Of the total shares registered,  1,000,000
shares were to be offered for sale by the Company on a best  efforts  basis at a
price of $4.50 per share,  2,500,000  shares were shares owned by Castor Capital
Corporation,  the majority shareholder,  and remaining 400,000 shares were those
issued in connection with the purchase of the Fort Worth  facility.  The Company
had  sold a  total  of  140,000  shares  as of June  30,  1999.  Castor  Capital
Corporation had sold a total of 140,000 shares as of June 30, 1999.  Castor held
85.0% of the Company's  outstanding common stock as of June 30, 1999. Subsequent
to the end of the quarter Castor sold a total of 442,000 shares thereby reducing
its ownership to 79.2% of the Company's outstanding common stock.

     During 1998, the Company's  parent assumed  $2,600,000 of the notes payable
of  $12,539,223 as of December 31, 1997, as settlement of a portion of the notes
payable due to the Company.  The Company has guaranteed  this  obligation  which
totaled  $2,350,000 at December 31, 1998. The balance of this obligation at June
30 ,1999 is $2,225,000.  The Company believes that the collateral pledged by its
parent is adequate to cover the debt in case of a default and has not recorded a
liability in the financial statements related to this guarantee.

     The company  believes that cash flow will be adequate to fund the Company's
capital requirements.

     The Company purchased the Fort Worth facility, which the Company had leased
since January 1997, for $3,000,000.  The Company closed this  transaction on May
21, 1999. Financing for this transaction was provided by a first mortgage on the
property of $2,100,000 in favor of Bank One,  Texas,  N.A. and 400,000 shares of
the Company's common stock.  Additional collateral was provided to the vendor in
the form of a second lien on the property and a $500,000 note.

     The Company has executed an "Exclusive Option Contract" for the purchase of
the  Richardson  facility  for  $6,000,000.  The option  period  will  expire on
February  22,  2000,  however  the  company  expects to  execute  the option and
complete the purchase in the third quarter of 1999.

YEAR 2000:

     The Company,  like many companies,  faces the "Year 2000" issue.  This is a
result of computer  programs  being written using two digits rather than four to
define  the  applicable   year.   Any  of  the  Company's   programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than the year 2000.  This could  result in system  failures  or  miscalculations
causing  disruptions  of operations,  including,  among other things a temporary
inability  to  process   transactions  or  engage  in  similar  normal  business
activities.  The Company  recognizes that it must take action to ensure that its
operations will not be adversely impacted by Year 2000 software failures.

     The Company has conducted a comprehensive review of its computer systems to
identify the impact of the "Year 2000" issue.  The company has  developed a plan
to address the problem and is currently  implementing the changes  identified in
the plan.  During 1998 the Company  replaced one of its computer  processors  to
handle the Year 2000  compliant  software.  The software  used by the Company is
provided by a third party who has assured the company that its latest version is
Year 2000  compliant.  The fees  associated  with the  licensing  of the  latest
version were paid in 1996.  Implementation  of the software is expected  late in
the  third  quarter  of  1999.   The  remaining   costs   associated   with  the
implementation  are not expected to have a material effect on the Company or its
results of operations.  The total cost associated  with the remediation  plan is
currently estimated to be less than $180,000, most of which was incurred in 1996
and 1998.

     The  Company  has  maintained  correspondence  with  many of the  Company's
significant  customers and  suppliers.  To date, the Company is not aware of any
third party customer or supplier with a "Year 2000" issue that would  materially
impact the  Company's  results of  operations,  liquidity or capital  resources.
However,  the Company has no means of ensuring  that all third  parties  will be
"Year 2000" ready.

     The Company has reviewed its  non-information  technology  and systems that
may include embedded chips for Year 2000 compliance.  The Company's  assessments
indicate that due to the nature of the Company's operations,

                                       11
<PAGE>


these  technology  systems do not represent an area of material risk relative to
Year 2000 readiness.


FLUCTUATIONS IN OPERATING RESULTS; SEASONALITY:

     Generally  sales volumes are lowest at the beginning of the fiscal year and
grow steadily to a peak in the fourth quarter.


ENVIRONMENTAL MATTERS:

     The  Company is not aware of any  environmental  liability  relating to its
facilities  or  operations  that  would have a  material  adverse  effect on the
Company, its business, assets or results of operations.

INFLATION:

     Inflation  has not  historically  had a  material  effect on the  Company's
operations,  and is not expected to have a material impact on the Company in the
future.

ACCOUNTING MATTERS:

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative  Instruments and Hedging Activities".  This statement
standardized  the  accounting  for  derivative  instruments,  including  certain
derivative instruments embedded in other contracts,  by requiring that an entity
recognize  those items as assets or  liabilities  in the  statement of financial
position and measure them at fair value.  The statement  generally  provides for
matching the timing of gain or loss  recognition on the hedging  instrument with
the  recognition of (a) the changes in fair value of hedged asset or liabilities
that are  attributable  to the  hedged  risk or (b) the  earnings  effect of the
hedged  forecasted  transaction.  The  statement  is  effective  for all  fiscal
quarters  for all  fiscal  years  beginning  after  June 15,  1999,  with  early
application  encouraged,  and shall not be applied  retroactively  to  financial
statements  of prior  periods.  Adoption  of SFAS No. 133 is expected to have no
effect on the Company's financial statements.

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<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities  Exchange Act of 1934, the issuer
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.



                                ALFORD REFRIGERATED WAREHOUSES, INC.




                                By:  /s/ James C. Williams
                                     -------------------------------------------
                                     James C. Williams, Vice President, Chief
                                     Financial Officer, Secretary, Treasurer and
                                     Director



August 10, 1999



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