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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                                       TO
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended                             Commission File Number
     December 26, 1998                                         0-7166


                             DOUGHTIE'S FOODS, INC.
             (Exact name of Registrant as specified in its charter)


          VIRGINIA                                              54-0903892
(State or other jurisdiction of                             (I.R.S. employer
 incorporation or organization)                          identification number)


                 2410 WESLEY  STREET,  PORTSMOUTH,  VIRGINIA  23707  (Address of
                    principal executive offices)


Registrant's telephone number, including area code:  (757) 393-6007



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<PAGE>

     The undersigned  company (the "Company") hereby amends its Annual Report on
Form 10-K for the fiscal year ended  December  26,  1998,  by adding the Exhibit
10(h) to Item 14, which is restated as amended as follows:


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K
-----------------------------------------------------------------

      (a)(1)
      Financial Statements (Included in Part II):
      -------------------------------------------

      See Item 8 in Part II.


      (a)(2)
      Financial Statement Schedules (Included in Part IV):
      ----------------------------------------------------

      See Item 8 in Part II


      (a)(3)
      List of Exhibits:
      -----------------

Exhibit
Number    Description
------    -----------
2(a)(1).  Articles of Merger (with attached Plan of Merger)  Merging  Dutterer's
          of Manchester  Corporation  (a Maryland  corporation)  and TWB Gourmet
          Foods,  Inc. (a Virginia  corporation),  filed with the Virginia State
          Corporation  Commission on August 28, 1996  (incorporated by reference
          to Exhibit 2(a)(1) to the Company's Annual Report on Form 10-K for the
          year ended December 28, 1996).

2(a)(2).  Articles of Merger Merging  Dutterer's of Manchester  Corporation Into
          TWB Gourmet Foods,  Inc.,  filed with the Maryland State Department of
          Assessments and Taxation on August 27, 1996 (incorporated by reference
          to Exhibit 2(a)(2) to the Company's Annual Report on Form 10-K for the
          year ended December 28, 1996).

3(a).     Articles of Incorporation of the Company (incorporated by reference to
          Exhibit 3(a) to the  Company's  Quarterly  Report on Form 10-Q for the
          quarter ended June 27, 1998).

3(b).     Bylaws of the Company  (incorporated  by  reference to Exhibit 3(b) to
          the Company's  Annual Report on Form 10-K for the year ended  December
          30, 1995).

4(a)(1).  Amended  and  Restated  Credit  Agreement  dated as of June 14,  1996,
          between  the  Company  and  Crestar  Bank  relating  to  a  $7,500,000
          revolving credit  commitment and a $1,750,000 term loan  (incorporated
          by reference to Exhibit  4(a)to the  Company's  Annual  Report on Form
          10-K for the year ended December 28, 1996).

4(a)(2).  First Amendment to Amended and Restated  Credit  Agreement dated as of
          September 30, 1996 between the Company and Crestar Bank  (incorporated
          by reference to Exhibit 4(a)(2) to the Company's Annual Report on Form
          10-K for the year ended December 27, 1997).

4(a)(3).  Second  Amendment to Amended and Restated Credit Agreement dated as of
          July 1, 1997  between the Company and Crestar  Bank  (incorporated  by
          reference to Exhibit  4(a)(3) to the  Company's  Annual Report on Form
          10-K for the year ended December 27, 1997).

4(b)(1).  Commercial  Note dated June 14, 1996,  made by the Company in favor of
          Crestar Bank in the principal  amount of $7,500,000  (incorporated  by
          reference to Exhibit  4(b)(1) to the  Company's  Annual Report on Form
          10-K for the year ended December 28, 1996).

4(b)(2).  Commercial  Note dated June 14, 1996,  made by the Company in favor of
          Crestar Bank in the principal  amount of $1,750,000  (incorporated  by
          reference to Exhibit  4(b)(2) to the  Company's  Annual Report on Form
          10-K for the year ended December 28, 1996).

9.        Voting Trust  Agreement  Dated June 17, 1986,  among Mary H. Doughtie,
          Mary D.  Houfek,  Barbara D. Horton and Elsie D.  Waddell,  as Amended
          (incorporated by reference to Exhibit 9 to the Company's Annual Report
          on Form 10-K for the year ended December 31, 1994).

10(a)(1). Agreement  dated  November 2, 1998 between the Company and the Bakery,
          Confectionery and Tobacco Workers' International Union, Local No. 66.

10(b)(1). Lease  Agreement Dated January 26, 1996,  Between Keen Leasing,  Inc.,
          Lessor,  and the Company,  Lessee,  relating to the leasing of certain
          trucks (incorporated by reference to Exhibit 10(b)(3) to the Company's
          Annual Report on Form 10-K for the year ended December 30, 1995).

10(c)(1). Security  Agreement  dated as of June 14, 1996, made by the Company to
          Crestar  Bank  granting a security  interest in  accounts,  inventory,
          equipment,  and general  intangibles  (incorporated  by  reference  to
          Exhibit  10(c)(1) to the Company's  Annual Report on Form 10-K for the
          year ended December 28, 1996).

10(c)(2). Security  Agreement  dated as of June 14, 1996,  made by Dutterer's of
          Manchester Corporation to Crestar Bank granting a security interest in
          a promissory  note dated  September 3, 1995,  made by Value Added Food
          Services,  Inc.,  payable to the order of the  holder in the  original
          principal  amount of $1,038,756  (incorporated by reference to Exhibit
          10(c)(2)  to the  Company's  Annual  Report  on Form 10-K for the year
          ended December 28, 1996).

10(c)(3). Guaranty  Agreement  dated as of June 14, 1996,  made by Dutterer's of
          Manchester  Corporation for the benefit of Crestar Bank  (incorporated
          by reference to Exhibit  10(c)(3) to the  Company's  Annual  Report on
          Form 10-K for the year ended December 28, 1996).

10(c)(4). Assignment  dated as of June 14, 1996,  made by the Company to Crestar
          Bank assigning as a security  interest the Company's rights to receive
          all monies under Contract  No.SP0300-967-D-2900 dated January 26, 1996
          between  the  Company  and the  United  States  Department  of Defense
          (incorporated by reference to Exhibit 10(c)(4) to the Company's Annual
          Report on Form 10-K for the year ended December 28, 1996).

10(c)(5). Credit  Line  Deed of Trust  dated as of June  14,  1996,  made by the
          Company for the benefit of Crestar Bank  relating to certain  property
          located  at 2410 and 2415  Wesley  Street and 149  Chautauqua  Avenue,
          Portsmouth,   Virginia,  securing  the  maximum  principal  amount  of
          $3,025,000  (incorporated  by  reference  to Exhibit  10(c)(5)  to the
          Company's  Annual Report on Form 10-K for the year ended  December 28,
          1996).

10(c)(6). Indemnity Deed of Trust dated as of June 12, 1996,  made by Dutterer's
          of Manchester  Corporation for the benefit of Crestar Bank relating to
          certain  property  located in Carroll County,  Maryland,  securing the
          maximum  principal amount of $1,200,000  (incorporated by reference to
          Exhibit  10(c)(6) to the Company's  Annual Report on Form 10-K for the
          year ended December 28, 1996).

10(d)(1). Asset  Purchase  Agreement  dated as of January  30,  1997,  among the
          Company,  The Smithfield Ham and Products  Company,  Incorporated (the
          "Buyer"),  The Smithfield Companies,  Inc., Vernon W. Mules, and Steve
          Houfek,  pursuant  to which  the  Company  agreed  to sell the  assets
          connected  with the  manufacture  of the Company's  barbecue and chili
          products  (incorporated  by  reference  to  Exhibit  10(e)(1)  to  the
          Company's  Annual Report on Form 10-K for the year ended  December 28,
          1996).

10(d)(2). Product Supply  Agreement  dated as of February 28, 1997,  between the
          Company and The  Smithfield  Ham and  Products  Company,  Incorporated
          ("Smithfield"),  pursuant to which the Company  agreed to purchase its
          requirements of barbecue and chili products for a period of five years
          (incorporated by reference to Exhibit 10(e)(2) to the Company's Annual
          Report on Form 10-K for the year ended December 28, 1996).

10(d)(3). Trademark License Agreement dated as of February 28, 1997, between the
          Company and The  Smithfield  Ham and  Products  Company,  Incorporated
          ("Smithfield"),  pursuant  to which the  Company  granted a license to
          Smithfield to use the  Company's  registered  Doughtie's  trademark in
          connection with the manufacture and sale of certain  barbecue,  chili,
          and related products (incorporated by reference to Exhibit 10(e)(3) to
          the Company's  Annual Report on Form 10-K for the year ended  December
          28, 1996).

10(e).    Asset  Purchase  Agreement  dated as of September 6, 1996 by and among
          Loetitia  Adam St. James and Chris L. St.  James,  TWB Gourmet  Foods,
          Inc. (TWB), CP Specialty Foods, Inc. (CP), and Doughtie's Foods, Inc.,
          pursuant  to which  TWB sold  certain  assets to CP  (incorporated  by
          reference to Exhibit 10(g)to the Company's  Annual Report on Form 10-K
          for the year ended December 28, 1996).

10(e)(1). Asset  Purchase  Agreement  dated  as of March  18,  1997,  among  the
          Company,  Bruce R. Biddle and Levis E. Cothran,  or their assigns (the
          "Buyer"),  Vernon W. Mules,  and Steve  Houfek,  pursuant to which the
          Company  agreed  to sell to the Buyer the  assets  connected  with the
          manufacture   of  the  Company's   delicatessen-style   meat  products
          (incorporated by reference to Exhibit 10(h)(1) to the Company's Annual
          Report on Form 10-K for the year ended December 27, 1997).

10(e)(2). Product  Supply  Agreement  dated as of April 14,  1997,  between  the
          Company and Coddle Roasted Meats, Inc.  ("Coddle"),  pursuant to which
          the Company  agreed to purchase  from  Coddle's  its  requirements  of
          delicatessen-style   meat   products   for  a  period  of  five  years
          (incorporated by reference to Exhibit 10(h)(2) to the Company's Annual
          Report on Form 10-K for the year ended December 27, 1997).

10(e)(3). Trademark  License  Agreement dated as of April 14, 1997,  between the
          Company and Coddle, pursuant to which the Company granted a license to
          Coddle  to  use  the  Company's  registered  Doughtie's  trademark  in
          connection with the manufacture and sale of certain delicatessen-style
          meat products  (incorporated  by reference to Exhibit  10(h)(3) to the
          Company's  Annual Report on Form 10-K for the year ended  December 27,
          1997).

10(f)     1998 Stock Incentive Plan  (incorporated by reference to Exhibit 99 of
          the Company's  Registration Statement on Form S-8 (File No. 333-56951)
          effective June 16, 1998).

10(h)     Contract No. SP0300-96-D-2900 dated January 26, 1996,
          between the Company and the United States Department of Defense.

21        List of Subsidiaries

23        Consent of Independent Accountants

27        Financial Data Schedule

b)
Reports on Form 8-K:
--------------------

     The  Company  filed no reports  on Form 8-K during the last  quarter of the
Company's fiscal year ended December 26, 1998.


<PAGE>
<TABLE>
                     DOUGHTIE'S FOODS, INC. AND SUBSIDIARIES
           SCHEDULE II--CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
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<CAPTION>

-----------------------------------------------------------------------------------
Column A                             Column B   Column C     Column D     Column E
-----------------------------------------------------------------------------------

                                     Balance at Charged to                Balance at
                                     beginning  costs and    Deductions   end of
Description                          of period  expenses       (A)        period

Valuation  account  deducted from asset to which it applies - for doubtful trade
  receivables:
<S>                                  <C>        <C>          <C>          <C>
Year ended December 28, 1996         $ 333,308  $ 206,413    $ 198,243    $ 341,478

Year ended December 27, 1997         $ 341,478  $ 674,000    $ 387,106    $ 628,372

Year ended December 26, 1998         $ 628,372  $(120,000)   $ 148,747    $ 359,625


Valuation  account  deducted  from asset to which it applies - for  deferred tax
  asset:

Year ended December 28, 1996         $ 525,344  $(525,344)   $       -    $       -

Year ended December 27, 1997         $       -  $       -    $       -    $       -

Year ended December 26, 1998         $       -  $       -    $       -    $       -

(A)  Accounts written off during the year net of recoveries.
</TABLE>

<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the registrant has duly caused this report on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.


                                          DOUGHTIE'S FOODS, INC.

Dated:   May 25, 1999                    /s/   STEVEN C. HOUFEK
                                          ------------------------
                                          Steven C. Houfek

                                          President and Chief
                                          Executive Officer