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

                                    FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 29, 1997

                                       OR

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



                          Commission file number 0-6633

                             FOR BETTER LIVING, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                             95-2598411
(State or other jurisdiction of                              (I.R.S. employer
  incorporation or organization)                             identification no.)

    13620 Lincoln Way, #380                                     95603-3236
       Auburn, California                                       (Zip code)
(Address of principal executive offices)


                                 (916) 823-9600
              (Registrant's telephone number, including area code)



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  twelve months (or for such 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 X    No
                                      ---     ----

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock as of May 12, 1997:

                 Common Stock, $.05 par value - 877,816 shares.

                                     1 of 9



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                    FOR BETTER LIVING, INC. AND SUBSIDIARIES
                                      INDEX





Part I.  Financial Information                                          Page No.
                                                                        --------

  Item 1.  Financial Statements

      Condensed Consolidated Balance Sheets, March 29, 1997, and             3
      December 28, 1996

      Condensed Consolidated Statements of Operations for the                4
      Three Months Ended  March 29, 1997 and March 30, 1996                    

      Condensed Consolidated Statements of Cash Flows for the                5
      Three Months Ended March 29, 1997 and March 30, 1996

      Notes to Condensed Consolidated Financial Statements                   6


  Item 2.  Management's Discussion and Analysis of Financial                 7
           Condition and Results of Operations


Part II.  Other Information

  Item 6.  Exhibits and Reports on Form 8-K                                  8


                                     2 of 9


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<TABLE>


                          PART I. FINANCIAL INFORMATION
                          Item 1. Financial Statements

                    FOR BETTER LIVING, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>


                                                                                                     March 29,          December 28,
                                                                                                       1997                 1996
                                                                                                   ------------        ------------
<S>                                                                                                <C>                 <C>         
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                                                        $    861,000        $  1,518,000
  Accounts receivable - trade (less allowance for doubtful accounts of $1,273,000
    and $847,000 at March 29, 1997 and December 28, 1996 , respectfully)                             15,281,000          17,259,000
  Inventories                                                                                        11,665,000           9,978,000
  Deferred income taxes                                                                               1,873,000           1,873,000
  Other                                                                                               2,307,000           2,483,000
                                                                                                   ------------        ------------
    Total current assets                                                                           $ 31,987,000        $ 33,111,000
                                                                                                   ------------        ------------
PROPERTY:
 Property at cost                                                                                    41,101,000          40,379,000
  Less accumulated depreciation and amortization                                                    (29,666,000)        (29,271,000)
                                                                                                   ------------        ------------
    Property - net                                                                                   11,435,000          11,108,000
                                                                                                   ------------        ------------
AVAILABLE-FOR-SALE SECURITIES                                                                           163,000             164,000
                                                                                                   ------------        ------------
OTHER ASSETS                                                                                          2,678,000           2,633,000
                                                                                                   ------------        ------------
    TOTAL                                                                                          $ 46,263,000        $ 47,016,000
                                                                                                   ============        ============


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt and capital lease obligations                                  $  1,610,000        $  1,624,000
  Accounts payable - trade                                                                            5,741,000           4,647,000
  Accrued salaries and wages                                                                          1,684,000           2,976,000
  Deferred income                                                                                     2,124,000           2,009,000
  Other                                                                                               2,600,000           2,273,000
                                                                                                   ------------        ------------
    Total current liabilities                                                                        13,759,000          13,529,000
                                                                                                   ------------        ------------
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS                                                         16,064,000          15,565,000
                                                                                                   ------------        ------------
OTHER LIABILITIES (primarily deferred compensation)                                                     646,000             893,000
                                                                                                   ------------        ------------
STOCKHOLDERS' EQUITY:
  Preferred stock - par value $1.00 per share (authorized, 150,000 shares;
    outstanding, none)
  Common stock - par value $.05 per share (authorized, 2,500,000
    shares; outstanding, 877,816 shares)                                                                 44,000              44,000
  Additional paid-in capital                                                                          1,083,000           1,083,000
  Unrealized net gains and losses on available-for-sale securities                                       32,000              33,000
  Retained earnings                                                                                  14,635,000          15,869,000
                                                                                                   ------------        ------------
    Total stockholders' equity                                                                       15,794,000          17,029,000
                                                                                                   ------------        ------------

    TOTAL                                                                                          $ 46,263,000        $ 47,016,000
                                                                                                   ============        =============
<FN>
 See the accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
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                    FOR BETTER LIVING, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



                                                        Three Months Ended
                                                    ----------------------------
                                                      March 29,      March 30,
                                                        1997           1996
                                                    ------------    ------------
NET REVENUES                                        $ 21,561,000    $ 25,465,000
                                                    ------------    ------------

COST AND EXPENSES:
  Cost of sales                                       14,409,000      16,750,000
  Selling, general and administrative expenses         8,799,000       7,529,000
  Interest expense                                       414,000         376,000
                                                    ------------    ------------
Total cost and expenses                               23,622,000      24,655,000
                                                    ------------    ------------

INCOME (LOSS) BEFORE PROVISION FOR TAXES              (2,061,000)        810,000

PROVISION (BENEFIT) FOR TAXES                           (826,000)        325,000
                                                    ------------    ------------
NET INCOME (LOSS)                                   $ (1,235,000)   $    485,000
                                                    ============    ============

NET INCOME (LOSS)  PER COMMON SHARE:                $      (1.41)   $       0.55
                                                    ============    ============

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                               877,816         877,816
                                                    ============    ============

CASH DIVIDENDS PER COMMON SHARE                     $       0.00    $       0.00
                                                    ============    ============



See the accompanying notes to condensed consolidated financial statements.

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<TABLE>

                   FOR BETTER LIVING, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>


                                                                                                         Three Months Ended
                                                                                                   --------------------------------
                                                                                                      March 29,        March 30,
                                                                                                       1997               1996
                                                                                                   -----------          -----------
<S>                                                                                                <C>                  <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                                                $(1,235,000)         $   485,000
  Depreciation, depletion and amortization                                                             447,000              450,000
  Other                                                                                                394,000           (2,441,000)
                                                                                                   -----------          -----------

NET CASH USED IN OPERATING ACTIVITIES                                                              $  (394,000)         $(1,506,000)
                                                                                                   -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property                                                                               (739,000)            (696,000)
  Purchases of available-for-sale securities                                                                               (373,000)
  Proceeds from the sale of property and available-for-sale securities                                    --              2,116,000
                                                                                                   -----------          -----------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                                   (739,000)           1,047,000
                                                                                                   -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term borrowings                                                                   742,000              104,000
  Payment of long-term debt and capital lease obligations                                             (266,000)            (370,000)
                                                                                                   -----------          -----------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                                    476,000             (266,000)
                                                                                                   -----------          -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                             (657,000)            (725,000)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                     1,518,000            1,528,000
                                                                                                   -----------          -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                         $   861,000          $   803,000
                                                                                                   ===========          ===========
CASH PAID DURING THE PERIOD FOR THE FOLLOWING:
  Interest                                                                                         $   366,000          $   326,000
                                                                                                   ===========          ===========
  Income taxes paid (refunded)                                                                     $         0          ($   39,000)
                                                                                                   ===========          ===========

<FN>
See the accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

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                    FOR BETTER LIVING, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with the  instructions to Form 10-Q and, in the
     opinion of the Company,  include all adjustments (consisting only of normal
     recurring  accruals)  necessary to present  fairly the financial  position,
     results of  operations  and  changes in cash flows of the Company as of the
     dates  and  for  the  periods  indicated.   All  significant   intercompany
     transactions have been eliminated.  Certain amounts as previously  reported
     have been reclassified to conform to the current period presentation.


2.   The  results  of  operations  for  interim   periods  are  not  necessarily
     indicative of the results to be expected for the full fiscal year.

3.   Inventories consist of the following:

                                  March 29,       December 28,
                                    1997              1996
                                  --------        ------------

         Finished Products        $7,089,000       $6,585,000
         Work-in-process             386,000          398,000
         Raw Materials and
           supplies                4,190,000        2,995,000
                                  ----------       ----------
         Total Inventories       $11,665,000       $  978,000
                                 ===========       ==========

4.   The Company  received,  in prior periods,  notices of proposed  assessments
     from the California  Franchise Tax Board ("CFTB") relating to its 1978-1981
     tax years.  The  principal  issue  raised in these  notices was whether the
     Company's oil and gas operations  were part of a unitary  business with the
     other  operations of the Company.  The CFTB has taken the position that the
     oil and gas operations  were not unitary with these other  operations  and,
     therefore, has disallowed for California income tax purposes losses arising
     from  oil and gas  operations.  The  Company  paid  the  assessed  taxes of
     $379,000 and associated interest of $946,000 in 1992. It filed suit in 1994
     and  received a  favorable  decision  and  judgment  in  February  1995 for
     recovery  of these  amounts,  plus  interest.  The CFTB has  appealed  that
     decision however, and the matter is now pending before the California Court
     of Appeal. The Company expects a decision before the end of 1997.

         Deductions  similar to those  disallowed  by the CFTB for the 1978-1981
     tax years were also taken by the Company in its subsequent  tax years.  The
     CFTB has recently examined those subsequent periods and, as a result of its
     examination, has issued a notice of proposed assessment of additional taxes
     for tax  years  1982-1987.  The  proposed  assessment  is for  $272,000  in
     additional  taxes  which would  result in  associated  interest  expense of
     approximately  $556,000  through the first  quarter of 1997.  The Company's
     management  believes that the ultimate outcome of this matter will not have
     a  material  adverse  effect  on  the  Company's   consolidated   financial
     statements.


5.   The Company was not in  compliance  with all  covenants of the Term Loan at
     the end of the first  quarter.  The Company has received a commitment  from
     the lender of the Term Loan to refinance the remaining  balance of the Term
     Loan and to extend  additional  debt. The lender has further  proposed that
     all loan covenants be removed.  The Company anticipates that it will accept
     the  lender's  proposal,  or secure more  favorable  financing,  during the
     current fiscal year. Accordingly,  the Company has classified its Term Loan
     in accordance with the terms of the expected refinancing.

                                     6 of 9

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     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS


Liquidity and Capital Requirements

         Over  the  first  three  months  of 1997  $394,000  of cash was used by
operations.  Cash generated from financing activities included $742,000 borrowed
on the Company's  line of credit.  These funds were used to support cash used by
operations, $739,000 of capital expenditures and $266,000 of debt payments.

         The Company's  management believes that its liquidity position at March
29, 1997,  together with funds  anticipated  to be generated from its operations
and  available  under its Revolver  will provide  sufficient  cash  resources to
finance its operating activities. The Company is actively pursuing the refinance
of both its equipment  and line of credit  facilities  and has already  received
preliminary   proposals  from  several  lenders.  The  Company  anticipates  the
refinancing  of its debt will be completed  in the third  quarter of the current
year.


Results of Operations

         For Better  Living's first quarter  earnings  before taxes decreased by
$2,871,000, or 354%, compared to the same period last year. Net revenues for the
period  decreased  $3,904,000,  or 15%, from the comparable  period of the prior
year.  The decrease in earnings  before taxes and revenues was due  primarily to
the absence of two large projects at the Quikset Organization which were present
in 1996 and not repeated in 1997, and the  continuing  investment in Inside Golf
Magazine and circulation projects at the Communications Group.

         The Quikset Organization's two large 1996 projects, CPS Primeco and San
Antonio City Public Services, did not have selling and marketing costs which are
normally present in Quikset's cost structure.  Quikset's  revenues,  while lower
for the first  quarter of 1997,  reflect a more typical mix of Quikset  revenues
which  carry  greater  selling  expense.   Accordingly,   selling,  general  and
administrative  expenses  for 1997 are greater  than the first  quarter of 1996,
even though overall revenues  declined.  The Quikset  Organization  continues to
pursue  projects  similar to CPS Primeco and San  Antonio  City Public  Services
while  continuing its growth of revenue from both  traditional  and new business
lines.

         In the first  quarter of 1997 the  Communications  Group  continued  to
increase the level of spending in its new  magazine,  Inside  Golf,  and in Bike
Magazine  in an  effort  to  increase  circulation  growth  and the  demand  for
advertising  space.  These investments are reflected in higher selling,  general
and administrative expenses.

         Interest  expense  increased  in 1997  primarily  due to an increase in
borrowings under the line of credit  arrangement  from the comparable  period of
the prior year.

         Net  gains   recognized  on  the   disposition  of   available-for-sale
securities  for the three months ended March 29, 1997 and March 30, 1996 were $0
and $12,000, respectively.


                                     7 of 9

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                           PART II. OTHER INFORMATION



                    Item 6. Exhibits and Reports on Form 8-K


  (a) The following Exhibits are filed as part of this Report: The numbers refer
      to the Exhibit Table of Item 601 of Regulation S-K.

      3.1       Certificate  of  Incorporation.  Incorporated  by  reference  to
                Exhibit 3.1 of the  Registrant's  Amended Form 10-K for the year
                ended  December  30,  1995.
      3.2       By-Laws of the Registrant.  Incorporated by reference to Exhibit
                3.2 of the  Registrant's  Amended  Form 10-K for the year  ended
                December 30, 1995. 
      27        Financial Data Schedule

  (b) There were no reports on Form 8-K filed for the three  months  ended March
29, 1997.




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                                   SIGNATURES


Pursuant  to the  requirements  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.



                                               FOR BETTER LIVING, INC.



DATE:      May 12, 1997                        BY: Karl M. Stockbridge
       ---------------------                       -------------------
                                                   Karl M. Stockbridge
                                                   Executive Vice President


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