<PAGE>   1


   
                                   FORM 10-Q/A
    
                                 AMENDMENT NO. 1
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For the twenty-eight weeks ended December 12, 1997 Commission file number 0-6566
                                 -----------------                        ------


                          Thorn Apple Valley, Inc.
--------------------------------------------------------------------------------
           (Exact name of Registrant as specified in its charter)




             Michigan                                   38-1964066
----------------------------------             ---------------------------------
(State of other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


  26999 Central Park Blvd., Suite 300, Southfield, Michigan         48076 
-----------------------------------------------------------    -----------------
          (Address of principal executive offices)                (zip Code)



Registrant's telephone number, including area code                (248) 213-1000
--------------------------------------------------              ----------------


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
requirements for the past 90 days.     Yes   X    No    .
                                            ---      ---


At December 12, 1997, there were 6,122,817 shares of Common Stock outstanding.
   ------------------            ---------




<PAGE>   2
                   THORN APPLE VALLEY, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
   
<TABLE>
<CAPTION>
                    ASSETS
                                                              December 12,        May 30,
                                                                 1997              1997
                                                              ------------    -------------
<S>                                                          <C>             <C>
Current assets:
  Cash and cash equivalents                                  $  6,076,735    $  6,028,698
  Short-term investments                                          500,000         500,000
  Accounts receivable, less allowance for doubtful accounts
    (December 12, 1997, $982,200; May 30, 1997, $888,500)      70,458,000      44,888,327
  Inventories (Note 2)                                         62,778,450      65,115,331
  Refundable income taxes                                         979,836
  Deferred income taxes (Note 7)                                2,871,000       2,727,000
  Prepaid expenses and other current assets                     6,612,826       7,683,296
                                                             ------------    ------------
         Total current assets                                 150,276,847     126,942,652
                                                             ------------    ------------

Property, plant and equipment:
  Land                                                          1,233,933       1,276,933
  Buildings and improvements                                   65,861,620      67,692,480
  Machinery and equipment                                     157,774,561     158,207,873
  Transportation equipment                                      7,325,563       7,056,966
  Property under capital leases                                10,084,125      10,162,649
  Construction in progress                                      6,423,340       3,245,764
                                                             ------------    ------------

                                                              248,703,142     247,642,665

      Less accumulated depreciation                           118,684,312     111,762,145
                                                             ------------    ------------

                                                              130,018,830     135,880,520
                                                             ------------    ------------
Other assets:
  Intangible assets, net of accumulated amortization of 
   $2,130,531 and $1,678,600                                   31,441,469      31,893,400
  Other                                                         7,548,432       8,069,885
                                                             ------------    ------------
     Total other assets                                        38,989,901      39,963,285
                                                             ------------    ------------

                                                             $319,285,578    $302,786,457
                                                             ============    ============


       LIABILITIES AND SHAREHOLDERS' EQUITY


  Accounts payable                                           $ 43,467,993    $ 41,111,001
  Accrued liabilities                                          26,987,396      23,661,536
  Current portion of long-term debt                            83,901,879       4,566,445
   Income Taxes                                                                 1,425,403
                                                             ------------    ------------


        Total current liabilities                             154,357,268      70,764,385
                                                             ------------    ------------

Other noncurrent liabilities                                    3,675,000       3,675,000
Long-term debt (Note 4)                                        85,800,552     150,128,541
Deferred income taxes (Note 7)                                  1,545,000       1,138,000
                                                             ------------    ------------

        Total noncurrent liabilities                           91,020,552     154,941,541
                                                             ------------    ------------

Shareholders' equity:
  Preferred stock:  $1 par value; authorized 200,000 shares; 
   issued none 
  Common nonvoting stock:  $.10 par value; authorized 
   20,000,000 shares;  issued none
  Common voting stock:  $.10 par value; authorized 
   20,000,000 shares; issued  6,122,817 shares
   December 12, 1997 and 6,110,480 shares May 30, 1997            612,282         611,048
  Capital in excess of par value                               10,654,988      10,500,213
  Retained earnings                                            62,640,488      65,969,270
                                                             ------------    ------------
                                                               73,907,758      77,080,531
                                                             ------------    ------------

                                                             $319,285,578    $302,786,457
                                                             ============    ============
</TABLE>
    


               See notes to consolidated financial statements.


                                      1

<PAGE>   3
                   THORN APPLE VALLEY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATION
                                  (UNAUDITED)




<TABLE>
<CAPTION>
                                                           Twelve Weeks Ended           Twenty-Eight Weeks Ended
                                                      ----------------------------   ------------------------------
                                                       December 12,   December 13,    December 12,    December 13,
                                                           1997           1996           1997             1996
                                                      -------------   ------------   -------------    -------------
<S>                                                   <C>            <C>             <C>              <C>
Net sales                                             $225,997,444   $259,085,335    $503,930,120     $545,967,563
                                                      ------------   ------------    ------------     ------------
Operating costs and expenses:
  Cost of goods sold, including delivery costs         207,090,585    234,818,814     464,271,573      496,402,216
  Selling                                                7,067,525      7,697,106      15,990,742       17,575,687
  General and administrative                             5,984,590      6,630,669      14,100,358       15,847,897
  Depreciation and amortization                          4,130,297      4,038,293       9,915,116        9,396,874
                                                      ------------   ------------    ------------     ------------

                                                       224,272,997    253,184,882     504,277,789      539,222,674
                                                      ------------   ------------    ------------     ------------

Income (loss) from operations                            1,724,447      5,900,453        (347,669)       6,744,889
                                                      ------------   ------------    ------------     ------------

Other expenses (income):
  Interest, net                                          2,527,796      2,884,828       5,954,862        6,788,948
  Other, net                                              (467,116)      (280,741)     (1,140,749)        (697,802)
                                                      ------------   ------------    ------------     ------------

                                                         2,060,680      2,604,087       4,814,113        6,091,146
                                                      ------------   ------------    ------------     ------------
                                                                        
Income (loss) from operations before income taxes         (336,233)     3,296,366      (5,161,782)         653,743

Provision (benefit) for income taxes (Note 7)             (106,000)     1,279,000      (1,833,000)         349,000
                                                      ------------   ------------    ------------     ------------

Net income (loss)                                        ($230,233)    $2,017,366     ($3,328,782)        $304,743
                                                      ============   ============    ============     ============

Earnings (loss) per share of common stock: (Note 5)         ($0.04)         $0.33          ($0.54)           $0.05
                                                      ============   ============    ============     ============


Weighted average number of shares outstanding (Note 5)   6,121,971      6,074,780       6,118,088        5,924,644
                                                      ============   ============    ============     ============
</TABLE>





               See notes to consolidated financial statements.

                                      2
<PAGE>   4
                   THORN APPLE VALLEY, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                     Common stock               Capital in                
                                                -------------------------       excess of       Retained  
                                                  Shares        Amount          par value       earnings
                                                ----------    -----------     -------------    -----------
<S>                                              <C>            <C>           <C>              <C>
Balance, May 31, 1996                            5,786,129      $578,613      $ 7,011,361      $69,135,511

Net income                                                                                         304,743

Shares issued under employee stock purchase plan     9,140           914           86,469

Newly issued shares of common stock (Note 8)       279,883        27,988        2,972,358
                                                 ---------      --------      -----------      -----------
Balance, December 13, 1996                       6,075,152      $607,515      $10,070,188      $69,440,254
                                                 =========      ========      ===========      ===========


Balance, May 30, 1997                            6,110,480      $611,048      $10,500,213      $65,969,270

Net loss                                                                                        (3,328,782)

Shares issued under employee stock purchase plan     5,837           584           88,800

Exercise of  stock options                           6,500           650           65,975
                                                 ---------      --------      -----------      -----------
Balance, December 12, 1997                       6,122,817      $612,282      $10,654,988      $62,640,488
                                                 =========      ========      ===========      ===========
</TABLE>



               See notes to consolidated financial statements.

                                      3
<PAGE>   5
                   THORN APPLE VALLEY, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        Twenty-Eight Weeks Ended
                                                                  --------------------------------------
                                                                    December 12,            December 13,
                                                                        1997                    1996
                                                                  ---------------         --------------
<S>                                                               <C>                    <C>
Cash flows from operating activities:
  Net income (loss)                                                 ($3,328,782)              $304,743
  Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
      Depreciation                                                    9,463,185              8,944,943
      Amortization of intangibles                                       451,931                451,931
      Deferred income taxes                                             263,000              1,080,600
      (Gain) loss on disposition of property,
        plant and equipment                                            (323,850)              (123,625)
      Provision for losses on accounts receivable                        93,700                164,200
      (Increase) decrease in assets:
        Accounts receivable                                         (25,663,373)           (19,458,554)
        Inventories                                                   2,336,881             (2,633,611)
        Prepaid expenses and other assets                             1,591,923             (1,866,244)
        Refundable income taxes                                        (979,836)            11,490,330
      Increase (decrease) in liabilities:
        Accounts payable                                              2,356,992              1,587,655
        Accrued liabilities and compensation                          3,325,860             10,904,552
        Income taxes payable                                         (1,425,403)               180,361
                                                                   ------------           ------------
  Total adjustments                                                  (8,508,990)            10,722,538
                                                                   ------------           ------------

     Net cash provided by (used in) operating activities            (11,837,772)            11,027,281
                                                                   ------------           ------------

Cash flows from investing activities:

  Capital expenditures                                               (5,369,004)            (3,539,167)
  Proceeds from sale of property, plant and equipment                 2,091,359                803,568
                                                                   ------------           ------------

     Net cash used in investing activities                           (3,277,645)            (2,735,599)
                                                                   ------------           ------------

Cash flows from financing activities:
  Proceeds from common stock sold to company officer (Note 8)                                3,000,346
  Proceeds from long-term debt                                                               8,400,000
  Principal payments on long-term debt                               (1,792,555)            (1,857,889)
  Net borrowings (payments) under lines of credit                    16,800,000            (14,700,000)
  Net borrowings from (payments to) officers                                                   (96,580)
  Proceeds from employee stock purchase plan                             41,762                 87,383
  Proceeds from stock options exercised                                 114,247
                                                                   ------------           ------------

    Net cash provided by (used in) financing activities              15,163,454             (5,166,740)
                                                                   ------------           ------------

Net increase in cash and cash equivalents                                48,037              3,124,942

Cash and cash equivalents at beginning of year                        6,028,698              5,804,371
                                                                   ------------           ------------


Cash and cash equivalents at end of quarter                          $6,076,735             $8,929,313
                                                                   ============           ============

Supplemental disclosures of cash flow information:

Cash paid during the quarter for:
  Interest, net of amounts capitalized                               $6,407,386             $7,240,242
                                                                   ============           ============

  Income taxes paid (refunded), net                                    $308,340           ($12,402,817)
                                                                   ============           ============

Noncash investing activities:
Capital lease obligations                                                                     $856,364
                                                                   ============           ============

</TABLE>




                See notes to consolidated financial statements.

                                       4
<PAGE>   6

                  THORN APPLE VALLEY, INC. AND SUBSIDIARIES

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)


NOTE 1 - ACCOUNTING POLICIES:

The condensed consolidated financial statements have been prepared in
 accordance with generally accepted accounting principles and reflect, in the
 opinion of management, all adjustments, consisting of normal recurring
 adjustments, necessary for a fair presentation of financial position as of
 December 12, 1997 and May 30, 1997, and the results of operations and cash
 flows for the periods presented.  The condensed consolidated financial
 statements should be read in conjunction with the consolidated financial
 statements and notes contained in Thorn Apple Valley, Inc.'s Annual Report on
 Form 10-K for the fiscal year ended May 30, 1997.  Certain amounts from prior
 years have been reclassified to conform with the current year presentation.
 The results for the twenty-eight weeks ended December 12, 1997 are not
 necessarily indicative of the results to be expected for the fiscal year
 ending May 29, 1998.

NOTE 2 - INVENTORIES:

Inventories are stated at the lower of last-in, first-out (LIFO) cost or
 market.  No provision has been made during the current year for last-in,
 first-out (LIFO) reserve adjustments.  Inventories would have been
 approximately $11,789,000 higher at December 12, 1997 and May 30,1997 if they
 had been stated at the lower of first-in, first-out (FIFO) cost or market.
 The following is a breakdown of inventories by classifications:

   
<TABLE>
<CAPTION>
                                         December 12,          May 30,
                                           1997                1997
                                        -------------       -----------
<S>                                     <C>                <C>
         Supplies                       $12,413,417        $ 9,447,180
         Raw materials                   20,348,745         21,911,451
         Work in progress                 3,673,531          4,016,547
         Finished goods                  38,131,757         41,529,153
                                        -----------        -----------
                                         74,567,450         76,904,331

         Less LIFO reserve               11,789,000         11,789,000
                                        -----------        -----------
         Inventory balance              $62,778,450        $65,115,331 
                                        ===========        ===========
</TABLE>
    

NOTE 3 - LINE OF CREDIT:

In August 1997, the Company obtained a temporary $15.0 million seasonal line of
 credit, with its existing four participating banks, that expires on February 6,
 1998, and bears interest at an interest rate equal to the prime rate.  The
 seasonal line of credit is secured by a first lien on substantially all of the
 Company's assets.  The temporary seasonal line of credit will be used to help
 finance the Company's traditional holiday inventory buildup.  At December 12,
 1997, none of the seasonal line of credit was drawn upon.

NOTE 4 - LONG-TERM DEBT:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                December 12,      May 30,
                                                  1997             1997      
                                                ------------    ----------
        <S>                                   <C>             <C>
        Revolving credit agreement             $ 79,700,000    $ 62,900,000
        Private placements notes                 59,453,846      59,453,846
        Revenue bonds                             8,786,687       9,455,225
        Subordinated debentures                  17,250,000      17,250,000
        Obligations under capital leases          3,656,251       4,559,213
        Other note                                  855,647       1,076,702
                                                -----------     -----------

                                                169,702,431     154,694,986

        Less current portion                     83,901,879       4,566,445
                                                -----------     -----------

        Long-term debt                         $ 85,800,552    $150,128,541
                                                ===========     ===========
</TABLE>

At December 12, 1997,  the Company has a revolving credit agreement with four
 participating banks, whereby it could borrow, in the aggregate, up to $81.6
 million, bearing interest at variable rates ranging from below prime rate to
 the prime rate charged by major banks.  Unused lines of credit of $650,000
 were available under the revolving credit agreement at December 12, 1997.  The
 revolving credit agreement expires on May 30, 1998, accordingly, the Company
 has classified borrowings under the revolving credit agreement as current      
 debt at December 12, 1997.

The Company has various agreements between parties involved in the revolving
 credit agreement, the private placement lenders and the limited obligation
 revenue bond lender, whereby it has granted on a pro-rata basis, a first lien
 on substantially all of the Company's assets.  These agreements contain
 financial covenants with respect to consolidated net worth and consolidated
 earnings available for interest expense (as defined therein).  In addition,
 among other things, the agreements limit borrowings, capital expenditures and
 investments, and do not allow the payment of cash dividends or repurchase of
 the Company's common stock.

   
At December 12, 1997, the Company was not in compliance with an interest
 coverage ratio covenant contained within its revolving credit and private
 placement and limited obligation revenue bond agreements.  Subsequent to
 December 12, 1997, the Company was unable to meet its minimum consolidated
 adjusted net worth financial covenant.  The Company has received an
 unconditional waiver from its lenders with respect to these covenant   
 violations.                                                         
    







                                      5
<PAGE>   7


 The Company's industrial revenue and economic revenue bond agreements contain
 restrictive covenants that include the maintenance of a minimum level of
 consolidated net worth (as defined therein) and of certain financial ratios.



NOTE 5 - EARNINGS PER SHARE OF COMMON STOCK:

Earnings per share of common stock are based on the weighted average number of
 common shares outstanding during each quarter.  The potential dilution from
 shares issuable under employee stock option plans and convertible subordinated
 debentures are excluded from the computation of the weighted average number of
 common shares outstanding since they are either not  material or antidilutive.

Statement of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per
 Share," was issued in February 1997.  Adoption of SFAS 128, effective for
 reporting periods ending after December 15, 1997, is not expected to have a
 material effect in reported earnings per share.


NOTE 6 - STOCK OPTION PLANS:

The Company's 1996 Employee Stock Option Plan authorized the Company's Stock
 Option Committee to grant options for up to 600,000 shares of the Company's
 common stock to present or prospective employees. At December 12, 1997, there
 were 54,500 options granted but not exercised at $10.25 per share and 545,500
 shares remained to be granted under the 1996 Plan.

 At December 12, 1997, there were 668,300 options granted but not exercised at
  prices of $10.25, $17.00, $23.00 and $26.00 per share and 141,000 options
  granted but not exercised at prices of $2.56 and $19.67 per share under the
  1990 and 1982 Employee Stock Option Plans, respectively.  Under the 1990 and
  1982 plans no shares remain to be granted.

The Company's Stock Option Committee may designate any requirements regarding
 option price, waiting period or an exercise date for options granted under the
 plans, except that incentive stock options may not be exercised at less than
 the fair market value of the stock on the date of grant, and no option may
 remain outstanding for more than 10 years.   Under all plans, the exercise
 price of each option equals the market price of the Company's common stock on
 the date of grant.  Under all plans, the options granted are immediately
 exercisable.

NOTE 7 - INCOME TAXES:

Deferred income taxes, on a SFAS No. 109 basis, reflect the estimated future
 tax effect of temporary differences between the amount of assets and
 liabilities for financial reporting purposes and such amounts as measured by
 tax laws and regulations.

The Company's effective tax benefit rate, was (35.5) percent and 53.4 percent
 for the twenty-eight weeks ended December 12, 1997 and December 13, 1996,
 respectively.

NOTE 8 - COMMON STOCK  ISSUED:

During fiscal 1997, the Company sold to its Chairman of the Board of Directors,
 who is also a significant shareholder of the Company, 279,883 newly issued
 shares of the Company's common stock for an approximate purchase price of $3.0
 million.  This sale was in accordance with the long-term debt agreements
 entered into on September 11, 1996.





                                      6
<PAGE>   8


                            THORN APPLE VALLEY, INC.

              MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS
               OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS


     Thorn Apple Valley, Inc.,  referred to hereinafter collectively with its
predecessors and subsidiaries as the ("Company") is a major producer of
processed meat and poultry products and is one of the largest slaughterers of
hogs and sellers of related fresh pork products in the United States.  The
Company is engaged in a single segment business with two principal product
categories; processed meat and poultry products and fresh pork.  The Company's
processed meat products operations engages in the production and sale of
consumer-brand labeled, packaged meat and poultry products, such as bacon, hot
dogs and lunch meats, hams, smoked sausages and turkey products. The Company
markets its processed meat products under premium and other proprietary brand
labels including "Thorn Apple Valley," "Colonial", "Corn King", "Wilson
Certified" and "Cavanaugh Lakeview Farms", as well as under customer-owned
private labels with major supermarket chains and other customers.  The Company
sells its products principally to wholesalers, supermarkets and other
manufacturers throughout the United States and in selected international
markets. The Company's fresh pork operation is engaged in the slaughtering and
cutting of hogs and the related sale of primal cuts of fresh pork products.
The Company is the largest purchaser of hogs in the Michigan, Indiana and Ohio
markets.

     The Company was originally incorporated in 1959 as a Michigan corporation.
It reincorporated in Delaware in 1971 and reincorporated in Michigan in 1977.

     The Company's business strategy is to increase revenue and enhance
profitability by (i) increasing the sales of the Company's higher margin
premium brand processed meats products while reducing the Company's  reliance
on sales of lower margin private label products, (ii) continuing to improve
production efficiencies in the Company's fresh pork  and processed meats
production facilities, (iii) developing and marketing new processed meat
products, including products targeted to health-conscious consumers, and (iv)
increasing overall sales volume through additional marketing strategies with an
emphasis on sales to international markets, including Russia, Korea and Mexico.

     The Company's principal executive offices are located at 26999 Central
Park Blvd., Suite 300, Southfield, Michigan 48076 (telephone number: (248)
213-1000).

RESULTS OF OPERATIONS

     As consumers have become more health conscious, hog slaughterers and meat
and poultry processors have focused on providing healthier and more convenient
fresh pork and processed meat products to successfully compete against other
protein sources, particularly poultry and seafood.  In addition, increased
amounts of poultry are being used in processed meat products which were
traditionally made with only beef and pork.  Per capita pork consumption has
remained relatively stable in the United States in recent years.

     Profitability in the hog slaughter industry is affected by the cost and
supply of hogs and fresh pork product selling prices.  The slaughtering
industry has generally been characterized by relatively narrow profit margins
and a trend toward larger, higher volume plants in order to reduce per unit
costs. Consumer packaged meat and poultry processors generally receive higher
profit margins on premium labeled items than on fresh pork and by-products.

     Hog prices represent the principal production cost of pork slaughterers
and are an important element in the cost of certain processed meat products as
well.  Hog prices and hog supply are determined by constantly changing market
forces of supply and demand.  The ability of hog slaughterers and processors to
maintain satisfactory margins may be affected by a multitude of market factors
over which such industry participants have limited control, including
industry-wide slaughter levels, competition, the relative price of substitute
products, overall domestic retail demand and the level of exports.

     The first quarter of each fiscal year consists of sixteen weeks, and each
subsequent quarter consists of twelve weeks, except that the fourth quarter
consists of thirteen weeks in the case of a 53-week fiscal year.  The following
discussion analyzes material changes in the financial information on a period
to period basis.





                                      7
<PAGE>   9



     TWELVE WEEKS ENDED DECEMBER 12, 1997 COMPARED TO TWELVE WEEKS ENDED
                              DECEMBER 13, 1996


     The Company's net loss for the second quarter ended December 12, 1997, was
$230,000 compared with  net income of $2.0 million for the comparable period of
the prior year.  The decrease is primarily attributable to lower margins in the
processed meat operations.

     Margins in the processed meat division were lower primarily as a result of
increased pressures on selling prices, excessive raw material inventory
build-up during a period when raw material prices were declining, lower sales
volumes of higher margin products and some operational difficulties experienced
at the Company's Ponca City plant.  Fresh pork profit margins remained under
pressure during the second quarter as a result of an industry-wide market hog
shortage which finally appears to be ending.   Based upon the December 1, USDA
Hogs and Pigs Inventory Report the Company is optimistic that hog production
has started a strong expansion. The December 1, USDA Hogs and Pigs Inventory
Report showed a 5% increase in year-ago breeding herd levels.  In addition, the
report indicates a 9% increase in farrowings during the projected upcoming
December to February sow farrowing period, over the prior-year levels.   The
Company has experienced a much stronger increase in slaughtering levels during
the first part of January, 1998, than had been expected based upon the
September 1, USDA Hogs and Pigs Inventory Report.

   
     Net sales in the second quarter of fiscal 1998 were down $33.1 million, or
12.8%.  The decrease in net sales dollars was the result of a decrease in
processed meat sales and fresh pork sales of 19.3% and 1.5%, respectively.  The
decrease in processed meat product sales was primarily attributable to
decreases in average selling prices and units shipped of 14.4% and 5.7%,
respectively.  The decrease in fresh pork sales was principally due to a
decrease in average selling prices of 11.5%.  Partially offsetting lower
average fresh pork selling prices was an increase in tonnage shipped of 11.3%.
The decrease in average selling prices of both the fresh pork and processed
meats was primarily the result of a 14.0 % decrease in the cost of live hogs,
the Company's primary raw material.
    

     Cost of goods sold (including delivery costs) decreased by $27.7 million,
or 11.8%, as a result primarily of the decrease in the cost of live hogs
referred to above.  As a percentage of net sales, cost of goods sold increased
to 91.6% from 90.6%, primarily as a result of decreased average selling prices
in both the Company's processed meat and fresh pork divisions.

     Selling expenses decreased approximately $.6 million, or 8.2%.  As a
percentage of net sales, selling expenses increased to 3.1% from 3.2%.

     General and administrative expenses decreased $.6 million, or 9.7%.  This
decrease is attributable to several factors including a reduction in the
Company's provision for the Michigan Single Business Tax (SBT) (a non corporate
income tax expense) as a result of mandated state changes, lower professional
fees and cost reductions throughout the organization.   As a percentage of net
sales, general and administrative expenses remained unchanged at 2.6%.

     Interest expense decreased approximately $.4 million, or 12.4%.  The
decrease is attributable to lower average interest rates under the Company's
revolving credit agreement and lower average interest rates under the Company's
long-term private placement note agreements.

     The benefit for income taxes was $.1 million, primarily due to the pre-tax
loss from operations of $.3 million in the second quarter of fiscal 1998,
resulting from the factors discussed above.  The Company had a provision of
$1.3 million for the second quarter of fiscal 1997, primarily as a result of
pre-tax income of $3.3 million.  The Company's effective tax benefit rate was
(35.5%) compared to a tax rate of 38.8% in the second quarter of fiscal 1997.

     The loss per share of common stock was $.04 per share compared to net
income per share of $.33 in the comparable year-ago period, due to decreased
profitability resulting from the factors discussed above.

     The results for the twelve weeks ended December 12, 1997 are not
necessarily indicative of the results to be expected for fiscal 1998.





                                      8
<PAGE>   10




TWENTY-EIGHT WEEKS ENDED DECEMBER 12, 1997 COMPARED TO TWENTY-EIGHT WEEKS ENDED
                              DECEMBER 13, 1996.


   
     The Company's net loss for the twenty-eight weeks ended December 12,
1997 was $3.3 million compared to net income of $.3 million for the
prior-year period.  The net loss through the first two quarters of fiscal 1998
is primarily attributable to lower processed meat and fresh pork margins.
    

     The Company's processed meat operations margins remained under
pressure, due to unsatisfactory product mix, during the second quarter which
negatively impacted our average selling prices, although year-to-date unit
volume was down only slightly from year-ago levels. The lower sales volume was
principally due to poor sales execution during the holiday ham season and the
loss of a ham contract  which primarily affected the Company's holiday ham
sales.  The Company's fresh pork operations losses were higher from the
comparable prior-year period primarily due to lower industry-wide hog gross
margins.   The Company is optimistic that the long industry-wide market hog
shortage period is beginning to end.  The Company has experienced an increase
in hog slaughter levels during the first half of January, 1998, which confirms
the September 1, and December 1, USDA Hogs and Pigs Inventory Reports which
projected an increase in market hogs during calendar 1998.

   
     Net sales for the first two quarters of fiscal 1998 decreased by $42.0
million, or 7.7%.  The decrease in net sales dollars was the result of a
decrease in processed meat sales and fresh pork sales of  12.1 % and .5%,
respectively.  The decrease in net sales dollars was principally the result of
decreased average selling prices in the Company's processed meats and fresh
pork divisions of 10.7% and 7.4%, respectively, and lower processed meat units
shipped of 1.6%.  Reduced average processed meat selling prices were primarily
the result of the change in product mix.  Partially offsetting decreased
average fresh pork selling prices was an increase in fresh pork tonnage shipped
of 7.4%.  The Company's processed meat operations sales volume decreased as a
result of the Company eliminating lower margin product lines and poor sales
execution during the holiday ham season.  The decrease in average selling
prices primarily reflects increased competitive pressure combined with a
decrease of approximately 8% in the cost of live hogs, the Company's primary
raw material.
    

     Cost of goods sold (including delivery costs) decreased by $32.1
million, or 6.5%, mainly as the result of lower net sales dollars, along with
the decrease in the cost of live hogs referred to above.  As a percentage of
net sales, costs of goods sold increased to 92.1% from 90.9%.

     Selling expenses decreased $1.6 million, or 9.0% , principally as a
result of lower promotional expenses and a reduction in the operating costs
associated with the sales department as a direct result from the completion of
the integration of the acquired Wilson sales function into the Company's
business.  As a percentage of net sales, selling expenses remained unchanged at
3.2%.

   
     General and administrative expenses decreased by $1.7 million, or
11.0%.  The decrease is attributable to several factors including a reduction
in the Company's provision for the Michigan Single Business Tax (SBT) (a non
corporate income tax expense) and as a result of cost reductions throughout the
organization.  As a percentage of net sales, general and administrative
expenses decreased slightly to 2.8% from 2.9%.
    

     Interest expense decreased $.8 million, or 12.3%.  The decrease is
attributable to lower average interest rates under the Company's revolving
credit agreement and lower average interest rates under the Company's long-term
private placement note agreements.

     The benefit for income taxes was $1.8 million primarily due to the
pre-tax loss from operations of $5.2 million in the twenty-eight weeks ended
December 12, 1997, resulting from the factors discussed above.   The Company
had a provision of   $.3 million for the twenty-eight weeks ended December
13,1996, as a result of pre-tax income of $.7 million. The Company's effective
tax benefit rate was (35.5%) compared to a tax rate of 53.4% in the prior year
comparable period.

     The loss per share of common stock was $.54 per share compared to net
income per share of $.05 in the comparable year-ago period, due to decreased
profitability resulting from the factors discussed above.

     The results for the twenty-eight weeks ended December 12, 1997 are not
necessarily indicative of the results to be expected for fiscal 1998.





                                      9
<PAGE>   11


FINANCIAL CONDITION

     The Company's business is characterized by high unit sales volume and
rapid turnover of inventories and accounts receivable.  Because of the rapid
turnover rate, the Company considers its inventories and accounts receivable to
be highly liquid and readily convertible into cash.  Borrowings under the
revolving credit agreement are used when needed to finance increases in the
levels of inventories and accounts receivable resulting from seasonal and other
market-related fluctuations in raw material costs and quantities.  The demand
for seasonal borrowings usually peaks in early December when ham inventories
and accounts receivable are at their highest levels, and these borrowings are
generally repaid in January when the accounts receivable generated by the sales
of these hams are collected.

   
     The Company has historically maintained lines of credit in excess of the
cash needs of its business.  At December 12, 1997, the Company has a revolving
credit agreement with four participating financial institutions whereby it
could borrow in the aggregate up to $81.6 million, of which $79.7 million was
drawn upon and $1.25 million was used to support letters of credit, and an
additional seasonal  line of credit of up to $15 million, none of which was
drawn upon.  The revolving credit agreement expires on May 30, 1998.
    

     At December 12, 1997, the Company had approximately $6.1 million in
cash.  Cash used in operations during the twenty-eight weeks ended December 12,
1997 was approximately $11.8 million.  Cash available at the beginning of the
quarter less cash used in operations plus cash acquired from financing
activities was used principally to pay down borrowings of other long-term debt
of approximately $1.8 million and to fund net capital expenditures of $3.3
million.

   
     The Company's debt is secured by substantially all of the Company's
assets.  In addition, the various loan agreements contain financial covenants
with respect to consolidated net worth and interest coverage (as defined
therein).  In addition, the agreements limit borrowings, capital expenditures
and investments, and do not allow the payment of cash dividends or repurchase
of the Company's common stock.  At December 12, 1997, the Company was not in
compliance with an interest coverage ratio covenant contained within its
revolving credit and private placement and limited obligation revenue bond
agreements.  Subsequent to December 12, 1997, the Company was unable to meet
its minimum consolidated adjusted net worth financial covenant.  The Company
has received an unconditional waiver from its lenders with respect to these
covenant violations.  The Company has obtained written commitment letters
totaling $157.5 million from a consortium of lenders needed to consummate a
new credit facility agreement which the Company expects to use to replace its
private placement notes and revolving credit agreements.  These commitments are
contingent upon the satisfactory completion of various items as outlined in the
commitment letters.  Although there can be no assurance that a new facility
will be entered into or that existing lenders will continue or waive compliance
with covenants, the Company is optimistic that all conditions will be satisfied
and that a new credit facility agreement will be entered into in the near term.
    

     The Company's two other revenue bond agreements contain restrictive
covenants that include the maintenance of a minimum level of consolidated net
worth (as defined therein) and of certain financial ratios.

     Management believes that funds provided from operations and borrowings
under available lines of credit will permit it to continue to finance its
current operations and to further develop its business in accordance with its
operating strategies.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company's Annual Meeting of Shareholders was held on October 29, 1997. 
The following matters were submitted and voted upon by the shareholders with
results of the voting as noted:

     (1)  The election of seven directors to serve until the next Annual
Meeting of Shareholders and until their successors shall have been duly elected
and qualified, unless the Classified Board Proposal is approved, in which case
such directors will serve for the applicable terms of their respective classes.

The following directors were submitted and approved for reelection on the
Company's Board of Directors:
          Henry S Dorfman, Joel Dorfman, Moniek Milberger, John C.
          Canepa, Louis Glazier, Burton D. Farbman, Seymour Roberts

     (2)  A proposal (the "Classified Board Proposal") to amend the Company's
Restated Articles of Incorporation and By-Laws to provide (i) for a classified
Board of Directors who will serve staggered terms and (ii) that a director may
be removed prior to the expiration of his or her term for cause only.

Proposal (2) above was approved by the shareholder's of the Company:
Votes cast were as follows:  For - 3,219,202, Against - 1,607,299, Withheld -
10,089

     (3)  A proposal (the "Shareholder Consent and Advanced Notice Proposal")
to amend the Company's Restated Articles of Incorporation and By-Laws (i) to
provide that shareholders may take action at a duly called meeting or by
unanimous written consent only and (ii) to require a shareholder to disclose to
the Corporation, in advance of a shareholder meeting, certain information with
respect to each proposed nominee for director and with respect to each proposed
business item to be acted upon at the meeting.

Propsal (3) above was approved by the shareholders' of the Company:
Votes cast were as follows:  For - 3,218,217, Against - 1,608,661, Withheld -
9,712

EXHIBITS AND REPORTS ON FORM 8-K

     There were no reports filed on form 8-K for the period ending December
12, 1997.





                                      10
<PAGE>   12





                                   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.





                                        THORN APPLE VALLEY, INC.
                                        ------------------------
                                              (Registrant)




   
Date:  March 13, 1998                   
    
                                By:        \s\ Louis Glazier
                                            ----------------------------
                                            Louis Glazier
                                            Executive Vice President of
                                             Finance and Administration
                                            Chief Financial Officer





                                      11
<PAGE>   13

                                 Exhibit Index


Exhibit
Number                            Description
-------                           -----------

   27                       Financial Data Schedule