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 September 24, 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:  000-28590


                              Fine Host Corporation


        Delaware                               06 - 1156070
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)               Identification No.)

                             3 Greenwich Office Park
                               Greenwich, CT 06831
                                (203) 629 - 4320


     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

     The  Registrant  had  9,056,643  shares of common  stock,  $.01 par  value,
outstanding as of November 7, 1997.
<PAGE>




                                                            

                                TABLE OF CONTENTS

                         Part I - Financial Information


                                              
Item 1        Financial Statements (unaudited)

      *       Consolidated Balance Sheets as of September 24, 1997 and 
              December 25, 1996
              
      *       Consolidated Statements of Income - Three and Nine Months
              Ended September 24, 1997 and September 25, 1996   

      *       Consolidated Statement of Stockholders' Equity for the Nine Months
              Ended September 24, 1997      

      *       Consolidated Statements of Cash Flows - Nine Months Ended
              September 24, 1997 and September 25, 1996

      *       Notes to Consolidated Financial Statements


Item 2        Management=s Discussion and Analysis of Financial Condition and
              Results of Operations 

Item 3        Quantitative and Qualitative Disclosure About Market Risk   

                              Part II - Other Information

Item 1        Legal Proceedings  

Item 2        Changes in Securities   

Item 6        Exhibits and Reports on Form 8-K 

                   Signature        

<PAGE>


Part I.  Financial Information

Item 1.  Financial Statements


                     FINE HOST CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (in thousands, except share and per share data)

                                        

                                   September 24, 1997       December 25, 1996
                                   ------------------       -----------------   
                                       (unaudited)
                                

ASSETS

Current assets:
  Cash and cash equivalents            $    5,557              $   4,724
  Accounts receivable                      35,793                 14,580
  Inventories                               6,565                  3,260
  Prepaid expenses and 
    other current assets                    5,519                  3,749
                                           ------                 ------
       Total current assets                53,434                 26,313

Contract rights, net                       48,036                 22,869
Fixtures and equipment, net                39,346                 24,057
Excess of cost over fair value 
   of net assets acquired, net             66,784                 34,362
Other assets                                7,168                  9,842
                                         --------               --------
       Total assets                      $214,768               $117,443
                                         ========               ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses $  37,001              $  18,690
  Current portion of subordinated debt      2,187                  3,045
                                           ------                 ------
       Total current liabilities           39,188                 21,735

Deferred income taxes                      17,788                 12,360
Long-term debt                             40,741                 31,562
Subordinated debt                           3,759                  5,014
                                          -------                 ------
       Total liabilities                  101,476                 70,671

 
Stockholders' equity:
 
  Common Stock, $.01 par value, 
    25,000,000 shares authorized,
    9,054,993 and 6,212,016 issued 
    and outstanding at September 24,1997
    and December 25, 1996, respectively         91                     62
  Additional paid-in capital               103,151                 41,778
  Retained earnings                         10,206                  5,121
  Receivables from stockholders for
       purchase of Common Stock               (156)                  (189)
                                            -------                -------
       Total stockholders' equity           113,292                46,772
                                            -------                -------
          Total liabilities and 
             stockholders' equity          $214,768               $117,443
                                           ========               ========

   See accompanying notes to unaudited consolidated financial statements.



<PAGE>


                     FINE HOST CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                      (in thousands, except per share data)
                                   (unaudited)

 

<TABLE>
<CAPTION>
 
                                   Three Months Ended                       Nine Months Ended
                               September 24,   September 25,        September 24,     September 25,
                                    1997            1996                 1997              1996        
                               -----------------------------        -------------------------------
<S>                                   <C>           <C>                    <C>             <C>  
Net sales                          $70,439        $37,272               $173,283         $87,236
Cost of sales                       61,890         32,766                154,277          77,786
                                    ------         ------                -------          ------
  Gross profit                       8,549          4,506                 19,006           9,450
General and administrative 
   expenses                          2,954          1,467                  8,899           4,044
                                    ------         ------                 ------           -----
  Income from operations             5,595          3,039                 10,107           5,406
Interest expense, net                  491            496                  1,319           2,018
                                    ------         ------                 ------           -----       
  Income before tax provision        5,104          2,543                  8,788           3,388
Tax provision                        2,118          1,144                  3,703           1,480
                                    ------         ------                 ------           -----
  Net income                         2,986          1,399                  5,085           1,908
Accretion to redemption value 
  of warrants                           -              -                      -           (1,300)
                                    ------         ------                 ------          ------   
  Net income available to 
  Common Stockholders              $ 2,986        $ 1,399                $ 5,085          $  608
                                   =======        =======                =======          ======

Earnings per share of Common Stock $   .32        $   .22                $   .57          $  .14
                                   =======        =======                =======          ======
Average number of shares
  of Common Stock outstanding        9,366          6,235                  8,844           4,476
                                   =======        =======                =======          ======
Earnings per share of Common Stock 
  assuming full dilution           $   .32        $   .22                 $  .57          $  .13
                                   =======        =======                 ======          ======   

Average number of shares of Common
  Stock outstanding assuming 
  full dilution                      9,460          6,249                  8,983           4,525
                                   =======        =======                 ======           ===== 
 
     See accompanying notes to unaudited consolidated financial statements.



</TABLE>
<PAGE>



                     FINE HOST CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        (in thousands, except share data)
                                   (unaudited)


<TABLE>
<CAPTION>
 
 
                                                                                            Receivables
                                                                                               from
                                                                                            Stockholders
                                                                                                for
                                                                   Additional               Purchase of
                                                 Common Stock       Paid-In     Retained       Common      Stockholders'
                                                Shares    Amount    Capital     Earnings        Stock         Equity     
                                              -------------------------------------------------------------------------- 
<S>                                               <C>       <C>        <C>          <C>            <C>          <C>
Balance, December 25, 1996                    6,212,016     $62    $  41,778     $ 5,121         $(189)     $  46,772
Shares issued in connection
    with follow-on public offering            2,689,000      27       59,073                                   59,100
Options exercised                                75,449       1        1,096                                    1,097
Conversion of Ideal convertible notes            76,332       1        1,144                                    1,145
Stockholder receivable collected                                                                    33             33
Stock issued to non-employee directors            2,196      --           60                                       60
Net income                                                                         5,085                        5,085
                                              --------------------------------------------------------------------------
Balance, September 24, 1997                   9,054,993     $91     $103,151     $10,206        $(156)       $113,292
                                              ==========================================================================

                             See accompanying notes to unaudited consolidated financial statements.


</TABLE>
<PAGE>



<TABLE>



                     FINE HOST CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

<CAPTION>


                                                         Nine Months Ended             
                                                   September 24,   September 25,
                                                         1997            1996        
                                                    ---------------------------
<S>                                                       <C>          <C>                                  
Cash flows from operating activities:
Net income                                              $ 5,085     $ 1,908
Adjustments to reconcile net
   income to net cash provided by
   operating activities:
   Depreciation and amortization                          6,739       3,115
   Deferred income tax provision                          3,703       1,479
   Changes in operating assets 
        and liabilities, net of effects 
        from acquistion of businesses:
        Accounts receivable                             (11,581)     (4,381)
        Inventories                                      (1,254)       (549)
        Prepaid expenses and other current assets        (1,140)     (1,788)
        Accounts payable and accrued expenses            (7,507)        735
   Increase in other assets                               2,731      (3,565)
                                                         -------     -------
        Net cash provided by operating activities        (3,224)     (3,046)
                                                         -------     -------

Cash flows from investing activities:
Increase in contract rights                             (13,798)     (4,679)
Purchases of fixtures and equipment                     (12,041)     (3,914)
Disposal of fixtures and equipment                          528          64
Acquisition of business, net of cash acquired           (39,184)     (5,169)
Collection of notes receivable                              871         494
                                                        -------      ------ 
   Net cash used in investing activities                (63,624)    (13,204)
                                                        -------      ------

Cash flows from financing activities:
Borrowings under long-term debt agreement                59,061      14,367
Issuance of subordinated debt                             1,272           -
Proceeds from issuance of common stock                   59,191      32,016
Payment of long-term debt                               (49,882)    (19,268)
Payment of subordinated debt                             (2,469)     (8,037)
Redemption of warrants                                        -        (200)
Proceeds from exercise of warrants                            -         609
Proceeds from exercise of options                           508           -
                                                         ------      ------
  Net cash provided by financing activities              67,681      19,487
                                                         ------      ------ 
Net increase in cash                                        833       3,237
Cash, beginning of period                                 4,724         634
                                                        -------     -------
Cash, end of period                                     $ 5,557     $ 3,871
                                                        =======     =======


                          See accompanying notes to unaudited consolidated financial statements.

</TABLE>


<PAGE>

                     FINE HOST CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands, except per share data)
                                   (unaudited)

1. Summary of Significant Accounting Policies

     Basis of  Presentation--The  unaudited  consolidated  financial  statements
include  the  accounts  of  Fine  Host  (the  ACompany@)  and  its  wholly-owned
subsidiaries.  All significant intercompany  transactions and accounts have been
eliminated.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results could differ from those  estimates.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed  or  omitted.   The  unaudited   financial   statements   include  all
adjustments,  all of  which  are of a normal  recurring  nature,  which,  in the
opinion of management,  are necessary for a fair  presentation of the results of
operations for the three and nine months ended  September 24, 1997 and September
25, 1996. The accompanying unaudited consolidated financial statements should be
read in conjunction  with the consolidated  financial  statements of the Company
and notes  thereto for the fiscal year ended  December 25, 1996  included in the
Company's Annual Report on Form 10-K.

     Earnings Per Share--Earnings per share of Common Stock is computed based on
the weighted average number of common and common equivalent  shares  outstanding
during each period.  Earnings per share  assuming full dilution  gives effect to
the assumed exercise of all dilutive stock options and the assumed conversion of
dilutive convertible  securities (debt and warrants) except when their effect is
antidilutive. In calculating earnings per share, net income has been reduced for
the accretion to the redemption  value of warrants by $1,300 for the nine months
ended September 25, 1996.

    Accounting  Pronouncements--In February 1997, the FASB issued Statement of
Financial  Accounting  Standards  ("SFAS") No. 128, Earnings per share. SFAS No.
128 specifies the  computation,  presentation  and disclosure  requirements  for
earnings per share ("EPS").  SFAS No. 128 is effective for financial  statements
for  interim  and  annual  periods  ending  after  December  15,  1997.  Earlier
application is not permitted.  On a pro forma basis computed in accordance  with
SFAS No. 128 and before  warrant  accretion,  Basic EPS would have been $.33 and
$.23;  and Diluted EPS would have been $.32 and $.22, for the three months ended
September  24, 1997 and September  25, 1996,  respectively.  For the nine months
ended September 24, 1997 and September 25, 1996,  Basic EPS would have been $.60
and $.60; and Diluted EPS would have been $.57 and $.43, respectively.


2. Acquisitions

   On October  3, 1997,  the  Company  acquired  100% of the stock of Total Food
Service Direction,  Inc. ("Total").  Total provides contract food services to 35
business dining and  educational  facilities in southern  Florida.  The purchase
price was approximately $4,500,  consisting of cash and subordinated  promissory
notes to sellers.

   On August 27,  1997,  the Company  acquired  100% of the stock of Best,  Inc.
("Best").  Best provides contract food services to approximately 150 healthcare,
corrections,  business  dining and education  clients in  Minnesota,  Wisconsin,
North  Dakota,  South  Dakota,   Illinois  and  Iowa.  The  purchase  price  was
approximately $26,500, consisting of cash and assumed debt.

   On  August 6,  1997,  the  Company  acquired  100% of the stock of  Statewide
Industrial  Catering,  Inc.  ("Statewide").  Statewide  provides  contract  food
service  to 25 school  districts  in the New York City  Metropolitan  Area.  The
purchase price was  approximately  $3,200,  consisting of cash,  assumed debt of
Statewide and a subordinated promissory note.


    On January 23,  1997,  the Company  acquired  100% of the stock of Versatile
Holding  Corporation,  which  owns  100% of the stock of  Serv-Rite  Corporation
("Serv-Rite"),  a contract food services  management  company that provides food
services  to  the  education  and  business  dining  markets  in  New  York  and
Pennsylvania.  The purchase price was approximately  $7,500,  consisting of cash
and assumed debt of Serv-Rite.

   On  December  30,  1996,  the Company  acquired  100% of the stock of Service
Dynamics Corp.  ("Service  Dynamics").  Service Dynamics  provides contract food
service to the education and business  dining  markets  primarily in New Jersey.
The purchase  price was  approximately  $3,000,  consisting  of cash paid to the
seller.

   The  aforementioned  acquisitions  have been accounted for under the purchase
method of accounting and, accordingly,  the accompanying  unaudited consolidated
financial  statements  reflect  the  fair  values  of the  assets  acquired  and
liabilities  assumed or incurred as of the effective  date of the  acquisitions.
The  results  of  operations  of the  acquired  companies  are  included  in the
accompanying  unaudited consolidated financial statements since their respective
dates of acquisition.

     The following table  summarizes pro forma  information  with respect to the
income statement data for the nine months ended September 24, 1997 and September
25, 1996,  as if the  acquisitions  of Best,  Statewide,  Serv-Rite  and Service
Dynamics had been  completed as of the  beginning of such period.  No adjustment
for acquisition synergies (i.e. overhead reductions) have been reflected:

                                                      Nine Months Ended
                                               September 24,      September 25,
                                                    1997              1996
                                               --------------------------------
 Summary statement of income data:
 Net sales                                        $205,828           $150,229
 Income from operations                              9,498              3,814
 Net income (loss) before warrant accretion          1,779               (665)
 Net income (loss) per share before warrant
   accretion assuming full dilution                 $ .20              $ (.15)
                                                    =====              ======

    This pro forma information is provided for  informational  purposes only. It
is based on historical  information and does not necessarily  reflect the actual
results that would have  occurred  nor is it  necessarily  indicative  of future
results of operations of the combined enterprise.


3. Accounts Payable and Accrued Expenses

     Accounts payable and accrued expenses consist of the following:

                                     September 24,       December 25,
                                         1997                 1996
                                      ---------           ----------
  Accounts payable                    $  12,637             $ 8,404
  Accrued wages and benefits              6,929               2,640
  Accrued rent to clients                 7,413               3,187
  Accrued other                          10,022               4,459
                                       --------             -------
  Total                               $  37,001             $18,690
                                       ========             =======





4. Long-Term Debt

     Long-term debt consists of the following:

                               September 24,      December 25,
                                   1997              1996
                               -------------       ----------
 Working Capital Line             $9,841            $15,818
 Guidance Line                    30,900             15,744
                                  ------            -------
    Total                       $ 40,741            $31,562
                                  ======            =======

    The net  proceeds  from  the  follow  on  public  offering  (the  "Follow-On
Offering"),  on February 12, 1997,  including the exercise of the over allotment
option granted to the  underwriters  (see Note 6), were used to repay all of the
long term debt outstanding at the close of the transaction.

   On July 30, 1997,  the Company  entered into the Fourth  Amended and Restated
Loan  Agreement,  a $200 million  credit  facility  with Bank Boston,  N.A.,  as
Administrative Agent (the "Administrative  Agent"), U.S. Trust, as Documentation
Agent,  and certain banks and other  financial  institutions  party thereto (the
"Bank  Agreement").  The Bank  Agreement  provides  for (i) a five year  working
capital  revolving  credit line for general  corporate  purposes  and letters of
credit,  in the maximum  aggregate  amount of $50 million (the "Working  Capital
Line") and (ii) a line of credit to provide for future expansion by the Company,
in the maximum amount of $150 million (the "Guidance Line"). The Working Capital
Line provides funds for liquidity,  seasonal  borrowing  needs and other general
corporate  purposes.  The Guidance Line is available on a revolving  basis until
July 30, 2000, to fund the Company's  acquisitions  and for investments  made in
connection  with facility  agreements.  At July 30, 2000, all loans  outstanding
under the Guidance  Line will convert to term loans,  payable  quarterly  over a
three-year period.  Interest on all loans under the Bank Agreement will be based
on,  at the  Company's  option,  either  a prime  rate or a LIBOR  rate  plus an
incremental rate based on a ratio of debt to EBITDA, not to be less than .75% or
greater than 1.5%.  EBITDA represents  earnings before interest expense,  income
tax expense, depreciation and amortization.

   The Company's  obligations  under the Bank Agreement are  collateralized by a
pledge of shares of the common stock or other equity  interests of the Company's
subsidiaries,  as well as by certain fixtures and equipment, accounts receivable
and other assets,  as well as the receipt,  if any, of certain funds paid to the
Company  with  respect to the  termination  of client  contracts  prior to their
expiration.

   The  Bank  Agreement  contains  various  financial  and  other  restrictions,
including,   but  not  limited  to,   restrictions  on   indebtedness,   capital
expenditures,  acquisitions  and  investments.  In connection with the Rule 144A
private  placement of $175 million of 5.0% Convertible  Subordinated  Notes (see
Note 5), the Bank  Agreement was amended to allow for the issuance of up to $200
million in publicly offered debt. The Bank Agreement requires maintenance of (i)
certain financial ratios, including ratios of total debt to EBITDA and EBITDA to
interest  paid,  (ii)  minimum  net  worth and (iii)  minimum  EBITDA.  The Bank
Agreement  permits  the  payment of  dividends  subject to  compliance  with all
covenants.

At September 24, 1997, the Company had an  outstanding  letter of credit for $20
million under the Bank Agreement.


5.  Subordinated Debt

   In October 1997, the Company issued,  through a private placement pursuant to
Rule 144A under the  Securities  Act of 1933,  $175 million of 5.0%  Convertible
Subordinated  Notes (the "Notes") due 2004. The Notes are unsecured  obligations
of the Company and are  convertible  into common stock at a conversion  price of
$44.50  per  share.  The  net  proceeds  of  $169.1  million,   after  deducting
underwriting discounts and certain expenses, was used to repay approximately $50
million in outstanding debt under the Bank Agreement. The remaining net proceeds
were  invested  in short  term  investments  in  accordance  with the  Company's
investment policy.

   In July 1996, as part of the  acquisition of Ideal  Management  Services Inc.
("Ideal"),  the  Company  issued to the  stockholders  of Ideal two  convertible
subordinated  promissory notes (the "Ideal Convertible  Notes") each with a face
value of $710 at 7 1/4% interest per annum,  payable in quarterly  installments.
At the option of the note  holders,  the  outstanding  principal  balance of the
convertible notes was convertible into common stock at a conversion price of $15
per share. On July 30, 1997, the aggregate outstanding principal balances of the
Ideal  Convertible  Notes of $1,145 was  converted  into 76,332 shares of common
stock.


6. Stockholders' Equity

    On  February  12,  1997,  the  Company  conducted  a  Follow-On  Offering as
authorized by its Board of  Directors,  selling  2,689,000  shares of its common
stock at a price of $23.50 per share, generating net proceeds (including the net
proceeds received by the Company upon the exercise of certain stock options held
by senior  executives of the Company in connection with the Follow-On  Offering)
of approximately  $59.1 million,  after deducting the underwriting  discount and
offering  expenses  paid by the  Company.  The net  proceeds  were used to repay
obligations under the Company's  then-existing credit facility and the remainder
of the net proceeds was invested in short term  investments  in accordance  with
the Company=s investment policy.


7. Income Taxes

     For the nine months  ended  September  24,  1997,  the  Company  recorded a
provision of $3,703, which was entirely deferred. In addition,  the Company had,
for Federal income tax reporting,  an estimated net operating loss carry forward
of approximately $3,500 that will begin to expire in 2008.

8.  Subsequent Events

     In October 1997, the Company  acquired Total Food Service  Direction,  Inc.
("Total"),  for approximately $4.5 million.  Total is a Miami-based food service
company servicing the business dining and education markets. See Note 2.
  

     On October 27, 1997,  the Company  issued $175 million of 5.0%  Convertible
Subordinated Notes due 2004. See Note 5.


 <PAGE>







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

         Fine Host  Corporation  is a leading  contract food service  management
company,  providing food and beverage  concession and catering  services to more
than 900 facilities located in 41 states, primarily through multi-year contracts
in the following  markets:  the recreation and leisure market  ("Recreation  and
Leisure")  serving  arenas,  stadiums,  amphitheaters,  civic  centers and other
recreational  facilities;  the convention center market ("Convention  Centers");
the education market ("Education") serving colleges, universities and elementary
and secondary school nutrition  programs;  the business dining market ("Business
Dining")  serving  corporate  cafeterias,  office  complexes  and  manufacturing
plants; the healthcare market  ("Healthcare")  serving long-term care facilities
and hospitals;  and the corrections market  ("Corrections")  serving prisons and
jails.

   The matters  discussed in this Form 10-Q contain forward  looking  statements
that involve risks and  uncertainties  including risks  associated with the food
service  industry and other risks  detailed  from time to time in the  Company=s
filings with the Securities and Exchange Commission.

Results of Operations

     The  following  table  sets  forth,  for  the  periods  indicated,  certain
financial data as a percentage of the Company's net sales:

<TABLE>
<CAPTION>

                                                   Three Months Ended                      Nine Months Ended
                                             September 24,     September 25,       September 25,     September 25,
                                                  1997              1996                1997               1996
                                             --------------------------------     ----------------------------------
<S>                                                <C>               <C>                  <C>               <C>

Net sales                                         100.0%            100.0%               100.0%            100.0%
Cost of sales                                      87.9              87.9                 89.0              89.2
                                                 ------             -----               ------            ------
  Gross profit                                     12.1              12.1                 11.0              10.8
General and administrative expenses                 4.2               3.9                  5.1               4.6
                                                 ------             -----               ------            ------
  Income from operations                            7.9               8.2                  5.9               6.2
Interest expense, net                                .7               1.3                   .8               2.3
                                                 ------             -----               ------            ------
  Income before tax provision                       7.2               6.9                  5.1               3.9
Tax provision                                       3.0               3.1                  2.1               1.7
                                                 ------             -----               ------            ------
  Net income before warrant accretion               4.2%              3.8%                 3.0%              2.2%
                                                 ======             =====               ======            ======
</TABLE>


     The  table  below  sets  forth  net  sales  attributable  to the  Company's
principal  operating  markets,  expressed  in dollars  (in  thousands)  and as a
percentage of total net sales. Prior year balances have been restated to conform
with the current presentation.

<TABLE>
<CAPTION>

                                                    Three Months Ended                    Nine Months Ended
                                            September 24,      September  25,      September 24,     September 25,
                                                 1997                1996               1997              1996   
                                            ----------------------------------    ----------------------------------
<S>                                            <C>    <C>         <C>    <C>         <C>     <C>        <C>      <C>
Recreation and Leisure                      $18,922   26.9%    $16,534   44.4%     $35,964   20.8%    $31,001   35.5%
Convention Centers                           14,674   20.8       9,856   26.4       41,824   24.1      30,224   34.7
Education                                    11,753   16.7       6,252   16.8       38,377   22.1      14,369   16.5
Business Dining                              14,247   20.2       2,263    6.1       40,507   23.4       7,000    8.0
Healthcare                                    5,510    7.8         832    2.2        7,148    4.1       1,913    2.2
Corrections                                   3,379    4.8       1,020    2.7        5,123    3.0       2,023    2.3
Other                                         1,954    2.8         515    1.4        4,340    2.5         706     .8
                                           --------  -----    -------- -------   --------- ------ ------------------
     Total                                  $70,439  100.0%    $37,272  100.0%    $173,283  100.0%   $87,236   100.0%
                                           ===================================   ====================================
</TABLE>


Three  Months  Ended  September  24, 1997  Compared to Three  Months  Ended
                      September 25, 1996

    Net Sales.  The Company=s  net sales  increased 89% to $70.4 million for the
three months ended  September  24, 1997 from $37.3  million for the three months
ended  September 25, 1996. Net sales  increased in all market areas.  Recreation
and  Leisure  net  sales  increased  14.4%  primarily  due to the  impact of new
contracts  such as the  University  of Georgia in Athens,  Georgia and increased
sales  attributable  to  existing  contracts  such as Pro Player  Park in Miami,
Florida.  The  48.9%  increase  in  Convention  Center  net  sales is  primarily
attributable to the new contract at Tulsa Exposition  Center in Tulsa,  Oklahoma
and increased sales at the Orange County Convention Center in Orlando,  Florida.
Net sales in Education  and Business  Dining more than  doubled,  primarily as a
result of the impact of  acquisitions  in 1996 and 1997. The growth in net sales
in Healthcare and Corrections is primarily the result of the acquisition of Best
Inc.  ("Best").  Best  specializes  in providing  food service to healthcare and
corrections markets and to a lesser extent provides food service to the business
dining and education markets.


     Gross  Profit.  Gross  profit was $8.5  million  or 12.1% of net sales,  as
compared to $4.5 million or 12.1% of net sales for the comparable 1996 period.

     General and Administrative  Expenses.  General and administrative  expenses
increased  to $2.9  million  (or 4.2% of net sales) for the three  months  ended
September 24, 1997 from $1.5 million (or 3.9% of net sales) for the three months
ended  September  25,  1996.  The  increase  was  attributable  primarily to the
Company=s  continued  investment in accounting,  sales personnel and training to
support the Company's growing base of business.

     Operating  Income.  Operating  income increased 84% to $5.6 million for the
three  months  ended  September  24, 1997 from $3.0 million for the three months
ended September 25, 1996, primarily as a result of the factors discussed above.

     Interest Expense.  Interest expense was $491,000 for the three months ended
September 24, 1997. While debt levels increased during the third quarter of 1997
due to the financing of certain acquisitions, interest expense remained constant
as compared to the three months ended September 25, 1996.

Nine Months Ended September 24, 1997 Compared to Nine Months 
               Ended September 25, 1996

    Net Sales.  The Company's net sales  increased 99% to $173.3 million for the
nine months  ended  September  24,  1997 from $87.2  million for the nine months
ended  September 25, 1996.  Net sales  increased in all market areas.  The 16.0%
increase in Recreation and Leisure is primarily a result of new contracts at the
University  of Georgia in Athens,  Georgia  and  Concord  Pavilion  in  Concord,
California  and  increased  sales at Pro Player Park, in Miami,  Florida,  Great
Woods in Mansfield,  MA and South Commons Facilities in Columbus,  Georgia.  Net
sales from Convention  Centers increased 38.4% mainly due to the new contract at
Tulsa  Exposition  Center in Tulsa,  Oklahoma and higher sales at Orange  County
Convention  Center  in  Orlando,  Florida  and  Portland  Exposition  Center  in
Portland,  Oregon.  Net sales in Education and Corporate Dining increased due to
the impact of the 1996 and 1997  acquisitions  as well as from the  addition  of
sixteen new contracts.  The growth in net sales in Healthcare and Corrections is
primarily the result of the acquisition of Best.

    Gross Profit.  Gross profit as a percentage of net sales  increased to 11.0%
for the nine  months  ended  September  24,  1997 from  10.8%  achieved  for the
comparable 1996 period. The increase was primarily from purchasing  efficiencies
realized from an expanded base of business.

    General and Administrative  Expenses.  General and  administrative  expenses
increased  to $8.9  million  (or 5.1% of net  sales) for the nine  months  ended
September  24, 1997 from $4.0 million (or 4.6% of net sales) for the nine months
ended  September  25,  1996.  The  increase  was  attributable  primarily to the
continued investment in accounting,  sales personnel and training to support the
Company's growing base of business.

    Operating  Income.  Operating  income increased 87% to $10.1 million for the
nine months ended September 24, 1997 from $5.4 million for the nine months ended
September 25, 1996, primarily as a result of the factors discussed above.

    Interest Expense.  Interest expense decreased to approximately  $1.3 million
for the nine months ended  September 24, 1997,  due primarily to decreased  debt
resulting from the repayment of certain  obligations  under the Company's credit
facility with the net proceeds from the initial and follow-on public offerings.

Liquidity and Capital Resources

    Cash flow from operating activities was a use of funds of approximately $3.2
million  and $3.0  million  for the nine  months  ended  September  24, 1997 and
September  25, 1996,  respectively.  The use of funds from  operations  resulted
primarily  as a result of the  expansion  into the  Education,  Corrections  and
Healthcare markets.

     EBITDA was $17.3 million or 10.0% of net sales, compared to $8.7 million or
10.0% of net sales for the nine months ended  September  24, 1997 and  September
25, 1996,  respectively.  EBITDA  represents  earnings before interest  expense,
income tax expense,  depreciation and amortization.  EBITDA is not a measurement
in accordance  with GAAP and should not be considered an alternative to, or more
meaningful than, income from operations,  net income or cash flows as defined by
GAAP as a measure of the Company=s profitability or liquidity.

    Cash flows used in investing activities were approximately $63.6 million and
$13.2  million for the nine months ended  September  24, 1997 and  September 25,
1996,  respectively.  The  increase  in use of funds was  primarily  a result of
investments in acquired  companies and purchases of fixtures and equipment.  The
Company  has funded its  capital  requirements  from a  combination  of debt and
equity financing.

    During the third quarter, the Company made commitments to invest $27 million
related to the procurement of certain contracts.

   On October  3, 1997,  the  Company  acquired  100% of the stock of Total Food
Service Direction,  Inc. ("Total").  Total provides contract food services to 35
business dining and  educational  facilities in southern  Florida.  The purchase
price  was  approximately  $4.5  million,  consisting  of cash and  subordinated
promissory notes to sellers.

   On August 27,  1997,  the Company  acquired  100% of the stock of Best,  Inc.
("Best").  Best provides contract food services to approximately 150 healthcare,
corrections,  business  dining and education  clients in  Minnesota,  Wisconsin,
North Dakota,  South  Dakota,  Illinois and Iowa.  The purchase  price was $26.5
million, consisting of cash and assumed debt.

   On  August 6,  1997,  the  Company  acquired  100% of the stock of  Statewide
Industrial  Catering,  Inc.  ("Statewide").  Statewide  provides  contract  food
service  to 25 school  districts  in the New York City  Metropolitan  Area.  The
purchase price was $3.2 million,  consisting of cash,  assumed debt of Statewide
and a subordinated promissory note.

   On December 30, 1996, the Company  acquired  Service  Dynamics for a purchase
price of  approximately  $3.0 million.  On January 22, 1997 the Company acquired
Serv-Rite for a purchase price of approximately $7.5 million.

   With  respect to the  foregoing  acquisitions,  the  Company  is  eliminating
certain  redundant  operations  through  closings of offices and  termination of
excess personnel relating to these acquisitions.

    At September  24, 1997 and December 25, 1996 the  Company=s  current  assets
exceeded  its current  liabilities,  resulting in a working  capital  surplus of
$14.2 million and $4.6 million,  respectively.  The surplus  resulted  primarily
from an increase in trade  receivables  related to the new  acquisitions  in the
Education, Corrections and Healthcare markets, which generally invest in shorter
term assets (i.e., accounts receivable), as compared to the Company=s Recreation
and Leisure  business,  which invests in longer term assets (i.e.,  fixtures and
equipment).  The Working  Capital Line provides  funds for  liquidity,  seasonal
borrowing needs and other general corporate purposes.

    On  February  12,  1997,  the  Company  completed  the  Follow-On  Offering,
resulting in net proceeds to the Company of  approximately  $59.1  million after
deducting  underwriting  discounts  and certain  expenses.  The  proceeds of the
follow on  offering  were used to repay  obligations  under the  Company's  then
existing credit agreement and for general working capital purposes.

    On July 30, 1997,  the Company  entered into the Fourth Amended and Restated
Loan  Agreement,  a $200 million  credit  facility  with Bank Boston,  N.A.,  as
Administrative Agent (the "Administrative  Agent"), U.S. Trust, as Documentation
Agent,  and certain banks and other  financial  institutions  party thereto (the
"Bank  Agreement").  The Bank  Agreement  provides  for (i) a five year  working
capital  revolving  credit line for general  corporate  purposes  and letters of
credit,  in the maximum  aggregate  amount of $50 million (the "Working  Capital
Line") and (ii) a line of credit to provide for future expansion by the Company,
in the maximum amount of $150 million (the "Guidance Line"). The Working Capital
Line provides funds for liquidity,  seasonal  borrowing  needs and other general
corporate  purposes.  The Guidance Line is available on a revolving  basis until
July 30, 2000, to fund the Company's  acquisitions  and for investments  made in
connection  with facility  agreements.  At July 30, 2000, all loans  outstanding
under the Guidance  Line will convert to term loans,  payable  quarterly  over a
three-year period.  Interest on all loans under the Bank Agreement will be based
on,  at the  Company's  option,  either  a prime  rate or a LIBOR  rate  plus an
incremental rate based on a ratio of debt to EBITDA, not to be less than .75% or
greater than 1.5%.

   In October 1997, the Company issued,  through a private placement pursuant to
Rule 144A under the  Securities  Act of 1933,  $175 million of 5.0%  Convertible
Subordinated  Notes (the "Notes") due 2004. The Notes are unsecured  obligations
of the Company and are  convertible  into common stock at a conversion  price of
$44.50  per  share.  The  net  proceeds  of  $169.1  million,   after  deducting
underwriting  discounts and certain  expenses,  was used to repay  approximately
$50.0 million in outstanding  debt under the Bank  Agreement.  The remaining net
proceeds  were  invested  in  short  term  investments  in  accordance  with the
Company's  investment  policy.  The balance of the net proceeds  will be used to
fund  acquisitions and for general  corporate  purposes.  The Bank Agreement was
amended prior to the offering to allow for the issuance of up to $200 million of
debt.

    The  Company  believes  that the  invested  proceeds  of the  Notes  and its
Follow-On Offering,  internally  generated funds and amounts available under the
Bank  Agreement are  sufficient to satisfy the Company's  presently  anticipated
capital requirements for at least the next twelve months.



<PAGE>



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

    Not applicable.


<PAGE>



Part II.  Other Information
Item 1.  Legal Proceedings


    Reference  is made to the  discussion  of  legal  proceedings  found  in the
Company's Form 10-K for the fiscal year ended December 25, 1996. There have been
no material changes in the status of the proceedings referenced therein.

    The Company is  involved  in certain  legal  proceedings  incidental  to the
normal  conduct  of  its  business.  The  Company  does  not  believe  that  any
liabilities relating to such legal proceedings to which it is a party are likely
to be, individually or in the aggregate,  material to its consolidated financial
position or results of operations.


Item 2.  Changes in Securities

    On  October  27,  1997,  the  Company  issued,  through a private  placement
pursuant to Rule 144A,  under the Securities  Act of 1933,  $175 million of 5.0%
Convertible  Subordinated  Notes (the "Notes") due 2004. The Notes are unsecured
obligations of the Company and are convertible into Common Stock at a conversion
price of $44.50 per share. The initial purchasers (the "Initial  Purchasers") of
the Notes were Donaldson, Lufkin & Jenrette Securities Corporation, Nationsbanc,
Montgomery  Securities,  Inc.,  Smith Barney,  Inc. and Piper Jaffray,  Inc. The
Initial Purchasers received aggregate discounts and commissions of $5.3 million.


<PAGE>



Item 6.  Exhibits and Reports on Form 8-K

A)  Exhibits:

     1        Purchase Agreement, by and among the Company and Donaldson, 
              Lufkin & Jenrette Securities Corporation,
              Nationsbanc Montgomery Securities, Inc., Smith Barney, Inc. 
              and Piper Jaffray, Inc., dated as of October 21, 1997.

    *3.1      Restated Certificate of Incorporation

    *3.2      By-Laws

    *4.1      Specimen of Registrant=s Common Stock Certificate

     4.2      Indenture  between the Company and The Bank of New York,  dated as
              of October 27, 1997,  with respect to  $175,000,000 5% Convertible
              Subordinated Notes due 2004.

     4.3      Registration Rights Agreement, by and among the Company and 
              Donaldson, Lufkin & Jenrette Securities Corporation, Nationsbanc
              Montgomery Securities, Inc., Smith Barney, Inc. and Piper Jaffray,
              Inc., dated as of October 27, 1997.

    10.1      Fourth Amended and Restated Loan Agreement, dated July 30, 1997, 
              among the Company, as borrower, its subsidiaries and Bank Boston, 
              N.A. as administrative agent, U.S. Trust, as documentation agent,
              and other financial institutions.

    10.2      First Amendment to the Fourth Amended and Restated Loan Agreement
              dated August 14, 1997

    10.3      Second Amendment to the Fourth Amended and  Restated Loan 
              Agreement, dated October 21, 1997.

    10.4      Employment Agreement dated as of August 27, 1997 between Best,Inc.
              and Perry Rynders

    11        Computations of Per Share Earnings

    27        Financial Data Schedule

* Filed  as  exhibits  to the  Company=s  Registration  Statement  on Form  S-1,
declared  effective by the Securities and Exchange  Commission on June 19, 1996,
and hereby incorporated by reference.

B)  Reports on Form 8-K

    A Form 8-K was filed on September 5, 1997 to report the acquisition of Best,
Inc. by the Company,  under Item 2 thereof. As permitted by Item 7(a)(4) of Form
8-K , the required  financial  statements  were not filed until November 6, 1997
under cover of Form 8-K/A.




Omitted  from  this Part II are items  which  are  inapplicable  or to which the
answer is negative for the period presented.


<PAGE>








                                    SIGNATURE


    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.

Fine Host Corporation

By: /s/ Cynthia J. Robbins

Cynthia J. Robbins
Vice President and Controller
(Duly Authorized Officer and Principal Accounting Officer)

Date: November 7, 1997


<PAGE>










                                  EXHIBIT INDEX




Exhibit No.    Description



     1        Purchase Agreement, by and among the Company and Donaldson, 
              Lufkin & Jenrette Securities Corporation,
              Nationsbanc Montgomery Securities, Inc., Smith Barney, Inc. 
              and Piper Jaffray, Inc., dated as of October 21, 1997.

    *3.1      Restated Certificate of Incorporation

    *3.2      By-Laws

    *4.1      Specimen of Registrant=s Common Stock Certificate

     4.2      Indenture  between the Company and The Bank of New York,  dated as
              of October 27, 1997,  with respect to  $175,000,000 5% Convertible
              Subordinated Notes due 2004.

     4.3      Registration Rights Agreement, by and among the Company and 
              Donaldson, Lufkin & Jenrette Securities Corporation, Nationsbanc
              Montgomery Securities, Inc., Smith Barney, Inc. and Piper Jaffray,
              Inc., dated as of October 27, 1997.

    10.1      Fourth Amended and Restated Loan Agreement, dated July 30, 1997, 
              among the Company, as borrower, its subsidiaries and Bank Boston, 
              N.A. as administrative agent, U.S. Trust, as documentation agent,
              and other financial institutions.

    10.2      First Amendment to the Fourth Amended and Restated Loan Agreement
              dated August 14, 1997

    10.3      Second Amendment to the Fourth Amended and  Restated Loan 
              Agreement, dated October 21, 1997.

    10.4      Employment Agreement dated as of August 27, 1997 between Best,Inc.
              and Perry Rynders

    11        Computations of Per Share Earnings

    27        Financial Data Schedule


               
* Filed  as  exhibits  to the  Company's  Registration  Statement  on Form  S-1,
declared  effective by the Securities and Exchange  Commission on June 19, 1996,
and hereby incorporated by reference.