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


                            FORM 10-Q


 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
    For the transition period from _____________ to _____________

                 Commission file number 001-11621

          F O O D B R A N D S   A M E R I C A,   I N C.     
     ______________________________________________________
     (Exact Name of Registrant as Specified in its Charter) 

               Delaware                        13-2535513 
   _______________________________            __________________
   (State or Other Jurisdiction of            (I.R.S. Employer 
    Incorporation or Organization)            Identification No.) 

1601 NW Expressway, Suite 1700, Oklahoma City, Oklahoma  73118 
_______________________________________________________ _________
(Address of Principal Executive Offices)               (Zip Code)

Registrant's telephone number, including area code: (405)879-4100

     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
(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 _____

     On May 2, 1997, the number of shares outstanding of the
registrant's common stock, $.01 par value, was 12,468,287.

<PAGE>



                       FOODBRANDS AMERICA, INC.
                       _________________________

                           TABLE OF CONTENTS

                               FORM 10-Q


                                                             Page

                    PART I.   FINANCIAL INFORMATION          ____

Item 1.  Financial Statements:

          Condensed Consolidated Balance Sheet at 
          March 29, 1997 (Unaudited) and 
          December 28, 1996 . . . . . . . . . . . . . . . .    3

          Condensed Consolidated Statement of 
          Operations - Unaudited, Three Months
          Ended March 29, 1997 and March 30, 1996 . . . . .    4

          Condensed Consolidated Statement of Cash
          Flows - Unaudited, Three Months Ended
          March 29, 1997 and March 30, 1996 . . . . . . . .   5-6

          Notes to the Condensed Consolidated
          Financial Statements - Unaudited  . . . . . . . .   7-9

          Report of Independent Accountants . . . . . . . .   10

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of
         Operations  . . . . . . . . . . . . . . . . . . .  11-14


                      PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security 
         Holders . . . . . . . . . . . . . . . . . . . . .   15

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . .  15-16

        Signatures  . . . . . . . . . . . . . . . . . . .   17

<PAGE>

                     PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
               FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEET 
            (Dollar amounts in thousands, except par value)
<CAPTION>
                                             March 29,    December 28,
                          ASSETS                1997          1996 
                                             _________    ____________
<S>                                          <C>            <C>
Current assets:                             (Unaudited) 
  Cash and cash equivalents                  $  7,178       $ 10,442
  Receivables                                  47,245         46,582
  Inventories                                  70,675         62,960
  Other current assets                         29,985         26,342
                                             ________       ________
    Total current assets                      155,083        146,326
Property, plant and equipment, net of 
 accumulated depreciation and amortization 
 of $58,768 and $56,434                       155,406        152,778
Intangible assets, net of accumulated 
 amortization of $11,949 and $10,623          193,344        193,390
Deferred charges and other assets              53,808         56,032
                                             ________       ________

                                             $557,641       $548,526
                                             ========       ========
</TABLE>
<TABLE>
<CAPTION>
          LIABILITIES AND STOCKHOLDERS' EQUITY 
<S>                                          <C>            <C>
Current liabilities:
  Current maturities of long-term debt       $ 34,839       $ 28,368
  Accounts payable                             36,421         33,298
  Accrued liabilities                          56,524         47,542
                                             ________       ________
    Total current liabilities                 127,784        109,208
Long-term debt                                306,120        310,307
Other long-term liabilities                    65,926         73,393
Stockholders' equity:
  Preferred stock, 4,000,000 shares
   authorized, none issued and outstanding       -              - 
  Common stock, $.01 par value, 20,000,000
   shares authorized, 12,467,015 shares 
   issued and outstanding (12,464,080
   shares at December 28, 1996)                   125            125
  Capital in excess of par value              151,418        151,364
  Retained earnings (deficit)                 (92,197)       (94,336)
  Minimum pension liability adjustment         (1,535)        (1,535)
                                             ________       ________
    Total stockholders' equity                 57,811         55,618
                                             ________       ________

                                             $557,641       $548,526
                                             ========       ========




<FN>
The accompanying notes are an integral part of the condensed  
  consolidated financial statements. 
</TABLE>
<PAGE>

<TABLE>
              FOODBRANDS AMERICA, INC. AND SUBSIDIARIES 
      CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED 
       (Dollar amounts in thousands, except per share figures) 

<CAPTION>
                                               Three Months Ended 
                                              _____________________
                                              March 29,   March 30,
                                                 1997       1996  
                                              _________   _________
<S>                                            <C>        <C>
Net sales                                      $210,768   $185,783
Cost of sales                                   171,010    146,688
                                               ________   ________
Gross profit                                     39,758     39,095 

Operating expenses:
  Selling                                        17,577     18,280 
  General and administrative                      9,098      7,924 
  Amortization of intangible assets               1,326      1,747 
                                               ________   ________
    Total                                        28,001     27,951 
                                               ________   ________
Operating income                                 11,757     11,144

Other income (expense):
  Interest and financing costs                   (8,054)    (7,419)
  Other, net                                         49         32 
                                               ________   ________
    Total                                        (8,005)    (7,387)
                                               ________   ________

Income before income taxes                        3,752      3,757
Income tax provision                              1,613      1,635
                                               ________   ________

Net income                                     $  2,139   $  2,122
                                               ========   ========

Primary and fully diluted earnings per share:
  Net income                                     $0.17      $0.17 
                                                 =====      =====

  Weighted average number of common and 
   common equivalent shares outstanding
   used for:
     Primary calculation                        12,686     12,468
     Fully diluted calculation                  12,888     12,620



<FN>
The accompanying notes are an integral part of the condensed 
  consolidated financial statements. 
</TABLE>
<PAGE>

<TABLE>
               FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED 
           Increase (Decrease) in Cash and Cash Equivalents
                     (Dollar amounts in thousands)
<CAPTION>
                                                 Three Months Ended  
                                                _____________________
                                                March 29,   March 30,
                                                   1997        1996  
                                                _________   _________
<S>                                              <C>        <C>
Cash flows from operating activities:
  Net income                                     $ 2,139    $  2,122
  Adjustments to reconcile net income to net
   cash provided (used) by operating activities:
    Depreciation and amortization                  4,952       4,350
    Amortization of intangible assets              1,326       1,747
    Amortization included in interest expense        384         492
    Deferred income taxes                          1,452       1,535
    Payments for restructuring/integration          -           (245)
    Deferred compensation                            723         378
    Changes in:
      Receivables                                   (659)      6,237
      Inventories                                 (7,715)     (5,785)
      Other current assets                        (3,465)     (3,281)
      Deferred charges and other assets              166          24
      Accounts payable and accrued liabilities     2,715     (11,965)
      Other long-term liabilities                    (82)        103
    Other                                             (4)         (4)
                                                 _______     _______
 Net cash provided (used) by operating 
  activities                                       1,932      (4,292)
                                                 _______     _______
Cash flows from investing activities:
  Purchase of property, plant and equipment       (7,285)     (4,974)
  Acquisition of KPR Holdings, L.P.                 -           (165)
  Acquisition of TNT Crust, Inc.                    -            (82)
  Payments received on notes receivable               42          43 
  Proceeds from sale of property, plant and
   equipment                                         186          22
  Increase in notes receivable                      -           (450)
                                                 _______     _______
 Net cash provided (used) by investing 
  activities                                      (7,057)     (5,606)
                                                 _______     _______
Cash flows from financing activities:
  Proceeds from debt obligations, net of
   issuance costs                                   -         49,614
  Borrowings under revolving working capital
   facility                                       44,500      50,500
  Payments on revolving working capital
   facility                                      (40,500)    (49,500)
  Payment on promissory note                        -        (50,000)
  Payments on capital lease and debt
   obligations                                    (2,193)       (590)
  Issuance of common stock                            54           5
                                                 _______     _______
 Net cash provided (used) by financing
  activities                                       1,861          29
                                                 _______     _______



                               Continued
</TABLE>
<PAGE>

<TABLE>
               FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED (continued) 
           Increase (Decrease) in Cash and Cash Equivalents
                     (Dollar amounts in thousands)

<CAPTION>
                                                 Three Months Ended
                                                _____________________
                                                March 29,   March 30,
                                                   1997        1996 
                                                ________    _________ 
<S>                                             <C>         <C>
Increase (decrease) in cash and cash 
 equivalents                                    $ (3,264)   $ (9,869)
Cash and cash equivalents at beginning of 
 period                                           10,442      18,207
                                                ________    ________
Cash and cash equivalents at end of period      $  7,178    $  8,338
                                                ========    ========

Supplemental disclosure of noncash
 investing activities:
  Capital lease obligations                     $    477    $   -



<FN>
The accompanying notes are an integral part of the condensed
  consolidated financial statements. 
</TABLE>
<PAGE>

         FOODBRANDS AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED


NOTE 1  GENERAL

      The accompanying condensed consolidated financial
statements include the accounts of Foodbrands America, Inc. and
all majority-owned subsidiaries (collectively, the "Company") and
have been prepared without audit.  The Balance Sheet at December
28, 1996, has been derived from financial statements which have
been audited by Coopers & Lybrand L.L.P., independent
accountants.  Certain reclassifications have been made to prior
year balances to conform to the current year presentation.

      In the opinion of the Company, the accompanying unaudited
condensed consolidated financial statements contain all
adjustments (adjustments are of a normal, recurring nature)
necessary for a fair presentation of the financial position as of
March 29, 1997 and December 28, 1996, and the results of
operations for the three months ended March 29, 1997 and March
30, 1996 and cash flows for the three months ended March 29, 1997
and March 30, 1996.  Results for the three months ended March 29,
1997 are not necessarily indicative of the results which will be
realized for the year ending January 3, 1998.  The financial
statements should be read in conjunction with the Company's
Annual Report on Form 10-K, as amended, for the year ended
December 28, 1996.


NOTE 2  INVENTORIES

      Inventories at March 29, 1997 and December 28, 1996 are
summarized as follows (in thousands):
                                        March 29,   December 28,
                                           1997         1996    
                                        _________   ____________
          Raw materials and supplies     $24,933      $19,234
          Work in process                  7,926        8,499
          Finished goods                  37,816       35,227
                                         _______      _______
                                         $70,675      $62,960
                                         =======      =======

NOTE 3  INCOME TAXES

      The provision for income taxes consists of the following
components (in thousands):

                                    Three Months Ended      
                             _______________________________
                             March 29, 1997   March 30, 1996
                             ______________   ______________
      Current:
         Federal                 $   81          $   50
         State                       80              50
                                 ______          ______
                                    161             100
                                 ______          ______
      Deferred:
         Federal                  1,228           1,263
         State                      224             272
                                 ______          ______
                                  1,452           1,535
                                 ______          ______
            Total                $1,613          $1,635
                                 ======          ======

The effective tax rate differs from the statutory rate due
primarily to amortization of certain intangible assets which are
not deductible for tax purposes.  The effective tax rate was
calculated based on the projected taxable income for the full
fiscal year and the anticipated changes in the deferred tax
assets and the deferred tax liabilities.


NOTE 4  MERGER AGREEMENT

      On March 25, 1997, Foodbrands America entered into an
Agreement and Plan of Merger (the "Merger Agreement") dated as of
March 25, 1997, with IBP, inc. ("IBP") and IBP Sub, Inc., a
wholly owned subsidiary of IBP (the "Purchaser"), providing for
the acquisition of the Company by IBP.  Pursuant to the Merger
Agreement, and subject to the terms and conditions therein, the
Purchaser commenced a tender offer (the "Tender Offer") for any
and all outstanding shares of common stock, par value $.01 per
share, of the Company (the "Common Stock") at a price of $23.40
per share net to the seller in cash.  The Tender Offer was
completed on April 29, 1997 resulting in a change of control of
Foodbrands America.  IBP, through the Purchaser, acquired
approximately 93.0% of the Company's Common Stock (representing 
11,577,000 shares of Common Stock).  The source of the funds used
to acquire control of Foodbrands America was from IBP's available
cash and borrowings under IBP's existing credit facility with a
syndicate of banks including Bank of America National Trust and
Savings Association as co-agent and First Bank National
Association as administrative agent.  The credit facility is a
revolving facility which provides for borrowings up to an
aggregate principal amount of $500 million with a maturity date
of December 20, 2000 which may be extended for one year
increments annually during the revolving period with the consent
of the banks involved.  The applicable rate of interest as of
December 28, 1996, was 5.5%.  Pursuant to the Merger Agreement,
the Purchaser has the right to require each of the members
of the board of directors of Foodbrands America to resign and to
nominate and elect new directors to fill the subsequent
vacancies.

      Pursuant to the Merger Agreement the Purchaser will be
merged with and into the Company on or about May 7, 1997 (the
"Merger"), with the Company being the surviving corporation and
becoming a wholly owned subsidiary of IBP.  At the effective time
of the Merger, each outstanding share of Common Stock (other than
shares held by IBP, the Company or their respective subsidiaries
and other than shares the holders of which have validly perfected
their dissenters rights under Delaware law) shall be canceled and
converted into the right to receive $23.40 per share in cash.

      Concurrently with the execution and delivery of the Merger
Agreement, Joseph Littlejohn & Levy, L.P., a Delaware limited
partnership, and Joseph Littlejohn & Levy Fund II, L.P., a
Delaware limited partnership (together, "JLL"), entered into a
Tender Agreement dated as of March 25, 1997 (the "JLL Tender
Agreement") among JLL, IBP and the Purchaser pursuant to which
JLL tendered all of their shares of Common Stock in the Tender
Offer.  Concurrently with the execution and delivery of the
Merger Agreement, The Airlie Group, L.P., a Delaware limited
partnership ("Airlie"), entered into a Tender Agreement dated as
of March 25, 1997 (the "Airlie Tender Agreement") among Airlie,
IBP and the Purchaser pursuant to which Airlie tendered
a number of shares which when taken together with the number of
shares of Common Stock (i) beneficially owned by IBP or its
subsidiaries and (ii) which IBP or its affiliates have the right
to acquire from JLL pursuant to the JLL Tender Agreement, caused
IBP or its affiliates to beneficially own 49.9% of the aggregate
voting power represented by the issued and outstanding capital
stock of the Company.

      Upon consummation of the Tender Offer, the contingent
payment payable as a result of the 1995 acquisition of KPR
Holdings, L.P. ("KPR") was amended.  The KPR payment due on April
1, 1997 was made in cash and an additional payment of
approximately $3.8 million was paid as a result of the Tender
Offer.  The contingent payments which can be earned in 1997 and
1998 can now be elected to be taken in cash or common stock of
IBP (at a price of $22.50 per share), at the option of the
sellers.  Following the Merger of the Company, the contingent
payment payable as a result of the 1995 acquisition of TNT Crust,
Inc. ("TNT"), will be deleted and the sellers of TNT will receive
a cash payment of $9.5 million.

      In connection with the Merger, the Company will be required
to make other cash payments totaling approximately $37.0 million. 
These payments include fees and expenses associated with the
Merger, payments to the holders of the Company's outstanding
stock options, stock warrants and other stock plans as the
holders become fully vested upon a change of control and payments
under certain employment agreements which become due upon a
change of control.  The funding for these payments, and the
payments to KPR and TNT, will be provided by operations, the
Company's working capital revolving facility and by IBP.

      As a result of the change of control which will occur
pursuant to the Tender Offer, the Company is required under the
Indenture for the Company's 10-3/4% Senior Subordinated Notes due
2006 (the "Notes") to make an offer not more than 60 nor less
than 30 days following the occurrence of the change of control to
repurchase the outstanding Notes at a purchase price of 101% of
the principal amount, plus accrued and unpaid interest.  Also as
a result of the Merger, the Company's annual utilization of its
net operating loss carryforwards will be limited.

<PAGE>

                   REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders
Foodbrands America, Inc.


      We have reviewed the condensed consolidated balance sheet
of Foodbrands America, Inc. and subsidiaries as of March 29,
1997, and the related condensed consolidated statements of
operations and cash flows for the three month periods ended March
29, 1997, and March 30, 1996.  These financial statements are the
responsibility of the Company's management.

      We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants.  A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. 
Accordingly, we do not express such an opinion.

      Based on our review, we are not aware of any material
modifications that should be made to the condensed consolidated
financial statements referred to above for them to be in
conformity with generally accepted accounting principles.

      We have previously audited, in accordance with generally
accepted auditing standards, the consolidated balance sheet as of
December 28, 1996, and the related consolidated statements of
operations, stockholders' equity and cash flows for the period
ended December 28, 1996 (not presented herein), and in our report
dated February 18, 1997, except as to the information presented
in the last paragraph of Note 14, and the information presented
in Note 15, for which the date is March 26, 1997, we expressed an
unqualified opinion on those consolidated financial statements. 
In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 28, 1996, is
fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.



                                  COOPERS & LYBRAND L.L.P.

Oklahoma City, Oklahoma
May 5, 1997
<PAGE>

                       FOODBRANDS AMERICA, INC.


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

Results of Operations

Three Months Ended March 29, 1997 Compared to the Three Months
Ended March 30, 1996.  The Company's net sales for the first
quarter of 1997 were $210.8 million, an increase of 13% over
sales of $185.8 million for the first quarter of 1996.  The
increase in net sales was primarily due to sales volume increases
in the Food Service Division and in the KPR Division's soups and
sauces business and due to a price increase at the KPR Division
as a result of a formula change developed in conjunction with the
Division's major customer.

      Gross profit for the first quarter of 1997 of $39.8 million
increased $0.7 million, or 2%, over the gross profit of $39.1
million for the first quarter of 1996.  The increase in gross
profit was due to the sales volume increases in the Food Service
and KPR Divisions.  This increase was partially offset by reduced
gross profit percentages in the Food Service and Specialty Brands
Division due to higher raw material prices which began in the
second quarter of 1996 and have continued through the first
quarter of 1997.

      Selling expenses of $17.6 million in the first quarter of
1997 decreased $0.7 million over the 1996 period selling expenses
of $18.3 million.  The decrease was due to lower selling and
marketing expenditures in the Specialty Brands Division in 1997
compared to the prior year due to the restructuring that occurred
in this Division in the third quarter of 1996 which resulted in a
reduction in headcount and a change to an Everyday Low Pricing
concept and due to a reduction in sales personnel in the first
quarter of 1997 which resulted from normal turnover.

      General and administrative expenses increased $1.2 million
from $7.9 million to $9.1 million.  The increase was primarily
due to (i) non-cash expenses for performance based employee stock
options due to the increase in the market value of the Company's
stock, (ii) the expense associated with the annual employee
incentive program resulting from higher current year performance
levels, and (iii) an increase in overhead cost at the KPR
Division as a result of the increased production and the ongoing
product development. 

      Amortization of intangible assets decreased $0.4 million
due to the reduction in intangible assets which occurred in the
second quarter of 1996 in connection with the elimination of the
deferred tax asset valuation allowance.

      Interest, financing and other costs increased from $7.4
million to $8.0 million due to the $10.0 million increase in
outstanding indebtedness and the 1% increase in interest rates on
the Company's senior subordinated notes which occurred in the
second quarter of 1996 in connection with refinancing the
Company's debt.

      Income tax expense in both the first quarter of 1997 and
1996 of $1.6 million was based on the effective tax rates for
projected income from operations for the respective year.  The
effective tax rates were calculated based on the projected
taxable income for the full fiscal year and the anticipated
changes for the year in the deferred tax assets and the deferred
tax liabilities.

Liquidity and Capital Resources

      On March 29, 1997, amounts outstanding under the Company's
Credit Agreement consisted of $137.1 million under term loans,
$56.1 million under the acquisition term loan, and $19.5 million
under the working capital revolving facility.  At March 29, 1997,
$45.8 million was available for borrowing under the working
capital revolving facility based on current working capital and
amounts outstanding.

      The Company received a waiver, consent and amendment dated
as of April 24, 1997, from the lenders under its Credit Agreement
which (i) waived any event of default which would occur when IBP,
inc. acquired the stock of the Company pursuant to the Tender
Offer (as subsequently defined and discussed under "Merger
Agreement"), (ii) consented to the Merger (as subsequently
defined under "Merger Agreement") and waived the breach of the
negative covenant which would occur as a result of the Merger,
and (iii) amended the Credit Agreement to continue to provide the
current credit facilities for a period of 120 days following the
Merger.  Furthermore, as a result of the change of control which
will occur pursuant to the Tender Offer, the Company is required
under the Indenture for the Company's 10-3/4% Senior Subordinated
Notes due 2006 (the "Notes") to make an offer not more than 60
nor less than 30 days following the occurrence of the change of
control to repurchase the outstanding Notes at a purchase price
of 101% of the principal amount, plus accrued and unpaid
interest.  The funding for any of the Notes tendered will be
provided by IBP, inc.

      In connection with the Merger (as subsequently defined
under "Merger Agreement"), the Company will be required to make
certain cash payments totaling approximately $50.3 million. 
These payments include (i) certain contingent payments payable as
a result of the 1995 acquisition of KPR Holdings, L.P. ("KPR")
and TNT Crust, Inc. ("TNT") (see additional discussion of these
payments under "Merger Agreement"), (ii) payments to the holders
of the Company's outstanding stock options, stock warrants, and
other stock plans as the holders become fully vested upon a
change of control, (iii) payments under certain employment
agreements which become due upon a change of control and (iv)
certain fees and expenses associated with the Merger.  The
funding for these payments will be provided by operations, the
Company's working capital revolving facility and by the purchaser
of the Company, IBP, inc.

Cash Flows and Capital Expenditures.

First three months of 1997.  For the first quarter of 1997, net
cash provided by operating activities was $1.9 million.  The
increase in cash resulted primarily from the results of
operations after adding back noncash items of depreciation,
amortization, deferred income taxes and deferred compensation
coupled with an increase in accounts payable and accrued
liabilities.  The total increases in cash were partially offset
by an increase in accounts receivable, inventory and other
current assets.

      Expenditures for additions to property, plant and equipment
were $7.8 million during the first quarter of 1997.  The primary
source of the funds for these expenditures was from cash provided
by operations with approximately $0.5 million of the funding
being provided from capital leases.  Approximately $5.0 million
of these expenditures related to expansion of production
facilities at KPR and TNT and the remainder was for cost savings
programs and for replacements and modifications to existing
facilities.  The Company received a net of $1.9 million of cash
from financing activities.

First three months of 1996.  For the first quarter of 1996, net
cash used by operating activities was $4.3 million.  The decrease
in cash resulted primarily from increases in inventory and other
current assets, payments for promotional programs, interest and
benefit programs and a decrease in accounts payable.  The total
decreases in cash were partially offset by a decrease in accounts
receivable and by cash generated from the results of operations
after adding back noncash items of depreciation, amortization,
and deferred income taxes.

      Expenditures for additions to property, plant and equipment
were $5.0 million. Approximately $0.7 million of these
expenditures related to expansion of production facilities and
the remainder was for cost savings programs and for replacements
and modifications to existing facilities.  The source of the
funds for these expenditures was from cash provided by
operations.  Also during the first quarter of 1996, the Company
paid the $50.0 million promissory note that was executed as part
of the KPR Holdings, L.P. acquisition by drawing down the
remaining balance available under its bank credit agreement term
loan.

Merger Agreement

      On March 25, 1997, Foodbrands America entered into an
Agreement and Plan of Merger (the "Merger Agreement") dated as of
March 25, 1997, with IBP, inc. ("IBP") and IBP Sub, Inc., a
wholly owned subsidiary of IBP (the "Purchaser"), providing for
the acquisition of the Company by IBP.  Pursuant to the Merger
Agreement, and subject to the terms and conditions therein, the
Purchaser commenced a tender offer (the "Tender Offer") for any
and all outstanding shares of common stock, par value $.01 per
share, of the Company (the "Common Stock") at a price of $23.40
per share net to the seller in cash.  The Tender Offer was
completed on April 29, 1997 resulting in a change of control of
Foodbrands America.  IBP, through the Purchaser, acquired
approximately 93.0% of the Company's Common Stock (representing
11,577,000 shares of Common Stock).  The source of the funds used
to acquire control of Foodbrands America was from IBP's available
cash and borrowings under IBP's existing credit facility with a
syndicate of banks including Bank of America National Trust and
Savings Association as co-agent and First Bank National
Association as administrative agent.  The credit facility is a
revolving facility which provides for borrowings up to an
aggregate principal amount of $500 million with a maturity date
of December 20, 2000 which may be extended for one year
increments annually during the revolving period with the consent
of the banks involved.  The applicable rate of interest as of
December 28, 1996, was 5.5%.  Pursuant to the Merger Agreement,
the Purchaser has the right to require each of the members of the
board of directors of Foodbrands America to resign and to
nominate and elect new directors to fill the subsequent
vacancies.

      Pursuant to the Merger Agreement the Purchaser will be
merged with and into the Company on or about May 7, 1997 (the
"Merger"), with the Company being the surviving corporation and
becoming a wholly owned subsidiary of IBP.  At the effective time
of the Merger, each outstanding share of Common Stock (other than
shares held by IBP, the Company or their respective subsidiaries
and other than shares the holders of which have validly perfected
their dissenters rights under Delaware law) shall be canceled and
converted into the right to receive $23.40 per share in cash.

      Concurrently with the execution and delivery of the Merger
Agreement, Joseph Littlejohn & Levy, L.P., a Delaware limited
partnership, and Joseph Littlejohn & Levy Fund II, L.P., a
Delaware limited partnership (together, "JLL"), entered into a
Tender Agreement dated as of March 25, 1997 (the "JLL Tender
Agreement") among JLL, IBP and the Purchaser pursuant to which
JLL tendered all of their shares of Common Stock in the Tender
Offer.  Concurrently with the execution and delivery of the
Merger Agreement, The Airlie Group, L.P., a Delaware limited
partnership ("Airlie"), entered into a Tender Agreement dated as
of March 25, 1997 (the "Airlie Tender Agreement") among Airlie,
IBP and the Purchaser pursuant to which Airlie tendered a number
of shares which when taken together with the number of shares
of Common Stock (i) beneficially owned by IBP or its subsidiaries
and (ii) which IBP or its affiliates have the right to acquire
from JLL pursuant to the JLL Tender Agreement, caused IBP or its
affiliates to beneficially own 49.9% of the aggregate voting
power represented by the issued and outstanding capital stock of
the Company.

      Upon consummation of the Tender Offer, the contingent
payment payable as a result of the 1995 acquisition of KPR was
amended.  The KPR payment due on April 1, 1997 was made in cash
and an additional payment of approximately $3.8 million was paid
as a result of the Tender Offer.  The contingent payments which
can be earned in 1997 and 1998 can now be elected to be taken in
cash or common stock of IBP (at a price of $22.50 per share), at
the option of the sellers.  Following the Merger of the Company,
the contingent payment payable as a result of the 1995
acquisition of TNT, will be deleted and the sellers of TNT will
receive a cash payment of $9.5 million.

<PAGE>



                      PART II.  OTHER INFORMATION



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

            On March 25, 1997, the Board of Directors of the
      Company adopted a resolution setting forth a proposed
      amendment of the Amended and Restated Certificate of
      Incorporation of the Company to permit the Board of
      Directors to waive certain stock transfer restrictions when
      the Board determines that such proposed transfer would not
      jeopardize the Company's full utilization of net operating
      loss carry-forwards (the "Charter Amendment"), declared its
      advisability and called a special meeting of the
      stockholders entitled to vote on the Charter Amendment. 
      The Charter Amendment was adopted by the Board to expedite
      the transactions contemplated by the Merger Agreement. 
      Thereafter, and as requested by IBP, JLL and Airlie, each
      executed a written consent approving the Charter Amendment,
      effective upon the expiration of the twenty calendar day
      period following the mailing of an Information Statement to
      the stockholders, and delivered such written consent to the
      Company (the "Written Consent").  The Written Consent
      contained the consent of the holders of 6,313,033 shares of
      the Company's common stock, par value $.01 per share.  The
      Charter Amendment was effective April 28, 1997.


Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits (the following exhibits are listed and numbered
         in accordance with Item 601 of Regulation S-K as of the
         date of this filing)

      Exhibit Number                   Description
      ______________                   ___________

             3.1a                 Certificate of Amendment to the
                                  Amended and Restated
                                  Certificate of Incorporation of
                                  Foodbrands America, Inc.

             4.1a                 Certificate of Amendment to the
                                  Amended and Restated
                                  Certificate of Incorporation of
                                  Foodbrands America, Inc. (see
                                  Exhibit 3.1a above)

            10.1c                 Waiver, Consent and Amendment
                                  to Credit Agreement among
                                  Foodbrands America, Inc., the
                                  Lender parties thereto, The
                                  Chase Manhattan Bank (formerly
                                  known as Chemical Bank) and
                                  Citibank, N.A. dated as of
                                  April 24, 1997

            11.1                  Calculation of Earnings per
                                  Share

            15.1                  Letter re: Unaudited Interim
                                  Financial Information

            27.1                  Financial Data Schedule


     (b) Reports on Form 8-K

            There were no reports on Form 8-K filed during this
quarter.

<PAGE>


                              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. 

                                  FOODBRANDS AMERICA, INC. 
 
 
 

Dated:  May 6, 1997              By:/s/ William L. Brady
                                    ____________________
                                    William L. Brady
                                    Vice President and Controller