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 April 1, 1998

                                       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 9,047,970 shares of common stock, $.01 par value, outstanding
as of May 22, 1998.


<PAGE>


                                TABLE OF CONTENTS

                         Part I - Financial Information


                                                                        Page No.
Item 1 - Financial Statements (unaudited)
------

       * Consolidated Balance Sheets - April 1, 1998 and
         December 31, 1997                                                 1

       * Consolidated Statements of Operations - Three Months
         Ended April 1, 1998 and March 26, 1997                            2

       * Consolidated Statement of Stockholders' Equity - Three Months
         Ended April 1, 1998                                               3

       * Consolidated Statements of Cash Flows - Three Months Ended
         April 1, 1998 and March 26, 1997                                  4

       * Notes to Consolidated Financial Statements                      5 - 7


Item 2 - Management's Discussion and Analysis of Financial Condition and
------
         Results of Operations                                           8 - 11

Item 3 - Qualitative and Quantitative Disclosures about Market Risk       12
------
        
                          Part II - Other Information

Item 1 - Legal Proceedings                                              13 - 14
------

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

         Signature                                                        16


<PAGE>



                                                                 
Part I.  Financial Information
Item 1.  Financial Statements


                     FINE HOST CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                  (amounts in thousands, except per share data)
<TABLE>
<CAPTION>


                                                       April 1, 1998   December 31, 1997
                                                        ------------   -----------------
                                                          (unaudited)
<S>                                                        <C>               <C>          
               ASSETS
Current assets:
    Cash and cash equivalents                               $103,335          $109,722
    Accounts receivable, net of allowance for bad debts       33,516            29,712
    Inventories                                                6,234             6,241
    Prepaid expenses and other current assets                  2,072             1,940
                                                          ----------       -----------
         Total current assets                                145,157           147,615

Contract rights, net                                          34,828            36,152
Fixtures and equipment, net                                   24,648            24,269
Excess of cost over net assets acquired, net                  55,517            55,551
Contract loans and notes receivable                           16,383            15,481
Other assets                                                  10,351            11,110
                                                          ----------        ----------
         Total assets                                       $286,884          $290,178
                                                            ========          ========

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                  $  46,104         $  41,270
    Current portion of long-term obligations                     464               464
    Current portion of subordinated debt                       2,447             2,219
                                                         -----------       -----------
         Total current liabilities                            49,015            43,953

Convertible subordinated notes                               175,000           175,000
Long-term obligations                                            454               574
Subordinated debt                                              4,681             5,187
                                                         -----------        ----------
         Total liabilities                                  $229,150          $224,714
                                                            --------          --------

Stockholders' equity:
Common Stock, $.01 par value, 25,000 shares authorized
    9,060 issued and outstanding at
    April 1, 1998 and December 31, 1997                           91                91
Additional paid-in capital                                   102,949           102,949
Accumulated deficit                                          (45,150)          (37,420)
Receivables from stockholders for purchase of Common Stock      (156)             (156)
                                                          ----------       -----------
         Total stockholders' equity                           57,734            65,464
                                                           ---------        ----------
         Total liabilities and stockholders' equity         $286,884          $290,178
                                                            ========          ========
</TABLE>

      See accompanying notes to unaudited consolidated financial statements

                                1
<PAGE>



                     FINE HOST CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  (amounts in thousands, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                             Three Months Ended
                                                                 April 1, 1998              March 26, 1997
<S>                                                              <C>                        <C>          
Net sales                                                            $84,996                      $54,333
Cost of sales                                                         77,979                       49,484
                                                                    --------                     --------
    Gross profit                                                       7,017                        4,849
General and administrative expenses                                    8,560                        7,645
Special charge                                                         4,932                            -
Provision for asset impairment and disposal                              174                            -
                                                                  ----------                 ------------
    Loss from operations                                              (6,649)                      (2,796)
Interest expense, net of interest income of $1,982 and $159            1,041                          532
                                                                   ---------                    ---------
    Loss before income tax expense (benefit)                          (7,690)                      (3,328)
Income tax expense (benefit)                                              40                         (850)
                                                                 -----------                    ---------
    Net loss                                                        $ (7,730)                    $ (2,478)
                                                                    ========                     ========

Basic and diluted loss per share of Common Stock                  $     (.85)                 $     (.32)
                                                                  ==========                  ==========
Average number of shares of Common Stock outstanding                   9,060                        7,669
                                                                  ==========                    =========

</TABLE>








     See accompanying notes to unaudited consolidated financial statements.

                                       2
<PAGE>


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

<TABLE>
<CAPTION>

                                                                                      Receivables
                                                                                         from
                                                                                     Stockholders
                                                                                          for
                                                        Additional                     Purchase of
                                  Common Stock           Paid-In      Accumulated        Common       Stockholders'
                                Shares    Amount         Capital        Deficit          Stock          Equity
<S>                             <C>       <C>           <C>            <C>             <C>            <C>
Balance, December 31, 1997       9,060       $91        $102,949        $(37,420)        $(156)        $65,464
Net loss                             -         -               -          (7,730)            -          (7,730)
                                 -----    ------        --------      ----------     ---------        --------

Balance, April 1, 1998           9,060       $91        $102,949         (45,150)        $(156)        $57,734
                                 =====       ===        ========       =========         =====         =======


</TABLE>











     See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>



                                                                 
                     FINE HOST CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (amounts in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                                   Three Months Ended
                                                                                 April 1,     March 26,
                                                                                   1998          1997
                                                                                 -----------  ---------

<S>                                                                             <C>           <C>
Cash flows from operating activities:
Net loss                                                                        $ (7,730)     $  (2,478)
Adjustments to reconcile net loss to net cash provided by
    operating activities:
    Depreciation and amortization                                                  3,042          1,643
    Deferred income tax benefit                                                        -           (900)
    Special charge                                                                 4,932              -
    Provision for asset impairment and disposal                                      174              -
    Provision for bad debts                                                          158              -
    Changes in operating assets and liabilities, net of effects from acquisition
       of businesses:
       Accounts receivable                                                        (3,267)        (1,621)
       Inventories                                                                   (83)          (369)
       Prepaid expenses and other current assets                                    (141)           312
       Accounts payable and accrued expenses                                      (1,345)         1,900
    Decrease in other assets                                                         292            913
                                                                                --------      ---------
       Net cash used in operating activities                                      (3,968)          (600)
                                                                                --------      ---------

    Cash flows from investing activities:
       Direct payments to acquire contracts                                         (166)           (67)
       Purchases of fixtures and equipment                                        (1,534)        (3,047)
       Disposal of fixtures and equipment                                             59              -
       Acquisition of businesses, net of cash acquired                               591        (11,500)
       Collection of notes receivable                                                121              -
       Issuance of contract notes receivable                                      (1,092)             -
                                                                                --------     ----------
       Net cash used in investing activities                                      (2,021)       (14,614)
                                                                                ---------      --------

    Cash flows from financing activities:
       Proceeds from issuance of common stock                                          -         59,133
       Payment of long-term obligations                                             (120)       (35,185)
       Payment of subordinated debt                                                 (278)          (271)
       Proceeds from exercise of options                                               -            701
                                                                                --------     ----------
       Net cash (used in) provided by financing activities                          (398)        24,378
                                                                                --------       --------

Net (decrease) increase in cash                                                   (6,387)         9,164
Cash, beginning of period                                                        109,722          4,747
                                                                               ---------      ---------
Cash, end of period                                                             $103,335        $13,911
                                                                                ========        =======
</TABLE>
Supplemental disclosure of non-cash financing activities:
       -   Subordinated notes issued in conjunction with acquisitions, net of 
           discount, totaled $1,472 in 1997.



     See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>


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


                                                                 
1.   Description of Business

     Fine Host Corporation and its subsidiaries (the "Company") provide contract
food service management to six distinct markets within the contract food service
industry:  the recreation and leisure market (arenas,  stadiums,  amphitheaters,
civic centers and other recreational facilities);  the convention center market;
the  education  market  (colleges,  universities  and  elementary  and secondary
schools); the business dining market (corporate cafeterias, office complexes and
manufacturing  plants);  the  healthcare  market (long term care  facilities and
hospitals) and the corrections market (prisons and jails).

2.   Summary of Significant Accounting Policies

     Basis of  Presentation - The unaudited  consolidated  financial  statements
include  the  accounts of the Company  and its  wholly-owned  subsidiaries.  All
significant intercompany transactions and accounts have been eliminated.

     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  months  ended April 1, 1998 and March 26,  1997.  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 31, 1997  included in the  Company's
Annual Report on Form 10-K.

     Use of Estimates - 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.

     Revenue  Recognition  and Cost of Sales - Sales from all food and  beverage
concession  and catering  contract food services are  recognized as net sales as
the services are provided. Net sales include reimbursements for food and payroll
costs  incurred  on behalf of  customers  under  contracts  in which the Company
manages food service programs for a fee.

     The Company  enters into one of the  following  types of contracts  for its
food services:  profit and loss contracts ("P&Ls"), profit sharing contracts and
a limited  number of  management  fee  contracts  with a fixed base fee, some of
which  provide for an additional  incentive  fee based upon certain  performance
criteria.  In certain  P&Ls the Company is required to bear all the  expenses of
the operation,  including rent paid to the client usually  calculated as a fixed
percentage  of various  categories  of sales.  In other P&Ls,  net sales include
reimbursements for operating  expenses incurred on behalf of customers,  as well
as revenues  generated  at the  facility  under  contracts  in which the Company
manages the food service contract for a management fee. Under the profit sharing
contracts,  the Company  receives a percentage of profits earned at the facility
after  the  payment  for all  expenses  of the  operation  plus a  fixed  fee or
percentage  of sales as an  administrative  fee.  For the limited  number of the
company's  management  fee  contracts  that have a fixed base fee,  the revenues
generated at the location are used to pay for all expenses incurred in providing
food and beverage services,  and the excess of revenues over management fees and
operating expenses is distributed to the client.

     Basic and Diluted Loss Per Share - In December  1997,  the Company  adopted
Statement of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  per
Share".  Under SFAS No. 128,  basic  earnings per share is based on the weighted
average number of common shares  outstanding  during the year,  whereas  diluted
earnings  per share also gives effect to all dilutive  potential  common  shares
that were  outstanding  during the  period.  Dilutive  potential  common  shares
include preferred stock, stock options, warrants and convertible notes.
 
                                      5
<PAGE>
     Accounting  Pronouncements  - In June 1997,  the FASB  issued SFAS No. 130,
"Reporting  Comprehensive  Income".  SFAS No. 130 establishes  standards for the
reporting  and display of  comprehensive  income and its  components  (revenues,
expenses,  gains  and  losses)  in  a  full  set  of  general-purpose  financial
statements.  SFAS No. 130 is effective for fiscal years beginning after December
15, 1997. The adoption of SFAS No. 130 does not have an impact on the Company.

     In June 1997, the FASB issued SFAS No. 131,  "Disclosures about Segments of
an Enterprise and Related  Information".  SFAS No. 131 establishes standards for
the way that public  business  enterprises  report  information  about operating
segments  in annual and interim  financial  statements  and related  disclosures
about products and services, geographic areas, and major customers. SFAS No. 131
is effective for fiscal years  beginning  after  December 15, 1997.  The Company
will adopt SFAS No. 131 for the fiscal year ending December 30, 1998.

     Reclassifications  - Certain  prior year  amounts  and  balances  have been
reclassified to conform to the current presentation.

3.   Special Charge

     On February  6, 1998,  the  Company  filed a Current  Report on Form 8-K in
which the Company's financial  statements for the years ended December 25, 1996,
December  27,  1995 and  December  28,  1994  were  restated  from  the  amounts
previously   reported  to  (i)  reflect  certain  items  previously   improperly
capitalized  as period  costs;  (ii) adjust  previously  recorded  reserves  and
accruals for certain items; (iii) expense items that had previously been charged
to inappropriately  established acquisition liabilities;  (iv) write-off certain
non-performing  assets;  (v)  properly  recognize  revenue  related  to  certain
contracts and  agreements;  and (vi) record  adjustments  for the  settlement of
certain terminated contracts.  All previously filed Form 10-Qs and the 1996 10-K
have been  amended and filed with the  Securities  and  Exchange  Commission  to
reflect the restatement.

     In connection with the restatement, the Company incurred costs in the first
quarter  of 1998 of  approximately  $4.9  million  to cover  the costs of legal,
accounting and management consulting fees, severance and the cost of rescinding,
in January  1998,  the 10 year  lease  that was  signed in October  1997 for the
relocation  of  its  corporate  headquarters.   The  Company  expects  to  incur
additional  costs  during  1998 to cover  the  costs of  legal,  accounting  and
management consulting fees.

     In addition, in connection with management's  turnaround and business plan,
the Company anticipates that it will incur restructuring  charges throughout the
remainder of 1998.  These  charges are expected to include  severance  and other
incremental costs associated with the business plan.


4.Accounts Payable and Accrued Expenses

  Accounts payable and accrued expenses consist of the following:

                                                         April 1, December 31,
                                                           1998           1997
                                                         -------  ------------

    Accounts payable                                    $11,783        $11,794
    Accrued wages and benefits                            9,744          8,275
    Accrued rent to clients                               5,096          4,070
    Severance, fees and other liabilities relating to
       acquisition of businesses                          4,623          4,755
    Deferred income                                       3,417          3,138
    Professional fees                                       911          1,075
    Accrued interest                                      4,240          1,836
    Accrued other                                         6,290          6,327
                                                        -------      ---------
       Total                                            $46,104        $41,270
                                                        =======        =======


                                       6
<PAGE>


5.   Convertible Subordinated Notes

     On October 27, 1997,  the Company  issued $175.0  million of 5% Convertible
Subordinated  Notes due 2004 (the  "Convertible  Notes") in a private  placement
under  Rule  144A of the  Securities  Act of 1933.  The  Convertible  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 discounts and certain expenses, were used to repay approximately $50.0
million in  outstanding  obligations  under the  Company's  then  existing  $200
million  credit  facility.  The  remaining  proceeds were invested in short-term
investments in accordance with the Company's  investment  policy.  In connection
with the Company's  private  offering of the Convertible  Notes, the Company had
agreed to file a shelf Registration Statement, which would cause the Convertible
Notes to be  freely  tradable.  The  Company  has been  unable to file the shelf
Registration Statement and, therefore, is obligated to pay liquidated damages on
the Convertible Notes, from January 25, 1998, in the amount of $.05 per week per
thousand  dollar  principal  amount,  subject to increase  every quarter up to a
maximum of approximately 1.3% per annum.

6.   Income Taxes

     For the three months ended April 1, 1998, the Company  recorded a state tax
provision  of $40.  In  addition,  the  Company  had,  for  Federal  income  tax
reporting,  an estimated net operating loss carry forward of approximately $38.1
million that expires at various dates through 2012.

7.   Loss Per Share

     SFAS 128 requires the disclosure of a reconciliation  of the numerators and
denominators of the basic and diluted per share  computations  for  income/loss.
Since the  inclusion of dilutive  potential  common  shares  (stock  options and
convertible  notes) would be antidilutive,  meaning inclusion of these potential
common shares would decrease loss per share amounts,  the Company's  calculation
of basic and diluted earnings per share are the same.

                                               Three Months Ended
                                            April 1,          March 26,
                                              1998              1997
                                           ---------         ---------

Net loss                                    $(7,730)           $(2,478)

Basic and diluted shares                      9,060              7,669
Basic and diluted loss per share           $   (.85)         $    (.32)
                                           ========          ==========

8.   Subsequent Events

     Cynthia  J.  Robbins  resigned  as Vice  President  and  Controller  of the
Company, effective May 12, 1998.

                                       7
<PAGE>



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

     The Company  was formed in 1985 and has grown to become a leading  provider
of food and beverage  concession,  catering and ancillary  services to more than
900 facilities in 41 states. The Company targets six distinct markets within the
contract food service industry:  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 educational and school nutrition  markets  ("Education"),  which the Company
entered in 1994, serving colleges,  universities and since 1996,  elementary and
secondary  schools;  the business dining market ("Business  Dining"),  which the
Company entered in 1994,  serving  corporate  cafeterias,  office  complexes and
manufacturing  plants; the healthcare market  ("Healthcare"),  serving long term
care facilities and hospitals,  which the Company substantially entered in 1997;
and the corrections market ("Corrections"), serving prisons and jails, which the
Company entered in 1996.

    The  matters  discussed  herein  contain  forward-looking  statements  which
involve risks relating to future events and  uncertainties  associated  with the
food  service  industry.  The  Company's  actual  events or  results  may differ
materially from the results discussed in the forward looking  statements.  These
risks  are  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:

                                                         Three Months Ended
                                                      April 1,       March 26,
                                                         1998          1997
                                                      ----------     ---------

 Net sales                                              100.0%          100.0%
 Cost of sales before depreciation and amortization      88.4            88.5
 Depreciation and amortization                            3.3             2.6
                                                      -------         -------
     Gross profit                                         8.3             8.9
 General and administrative expenses                     10.1            14.1
 Special charge                                           5.8             -
 Provision for asset impairment and disposal              0.2             -
                                                      -------           ------
     Loss from operations                                (7.8)           (5.2)
 Interest expense, net                                    1.3             1.0
                                                      -------          ------
     Loss before tax benefit                             (9.1)           (6.2)
 Tax provision (benefit)                                     -           (1.6)
                                                     ---------         ------
     Net loss                                            (9.1)%          (4.6)%
                                                      =======          ======


                                       8
<PAGE>


     The  following  table sets forth net sales  attributable  to the  Company's
principal  operating markets,  expressed in dollars and as a percentage of total
net sales:

                                           Three Months Ended
                                          ($ in thousands)
                                   April 1,             March 26,
                                     1998                 1997
                            ------------------       ----------------

  Recreation and Leisure     $  8,083     9.5%       $  8,175    15.0%
  Convention Centers           20,332    23.9          17,239    31.7
  Education                    25,300    29.8          13,922    25.6
  Business Dining              16,279    19.2          12,262    22.6
  Healthcare                    8,414     9.9             835     1.5
  Corrections                   5,349     6.3             834     1.5
  Other                         1,239     1.4           1,066     2.1
                            ---------  ------         -------  ------
        Total                 $84,996   100.0%        $54,333   100.0%
                              =======   =====         =======   =====
     A significant portion of the Company's growth to date has been derived from
acquisitions.  In the 1997 fiscal year,  the Company  acquired  five  companies.
Commencing  in  December  1996,  the Company  acquired  Service  Dynamics  Corp.
("Service  Dynamics"),  serving the Business Dining and Education markets, for a
purchase  price of  approximately  $3.0 million.  In January  1997,  the Company
acquired Serv-Rite  Corporation  ("Serv-Rite"),  serving the Business Dining and
Education markets, for a purchase price of approximately $8.0 million. In August
1997, the Company acquired Statewide  Industrial Catering,  Inc.  ("Statewide"),
serving the Education  market,  for  approximately  $3.2 million and Best,  Inc.
("Best"),  serving the  Healthcare,  Corrections,  Education and Business Dining
markets,  for approximately $26.0 million. In October 1997, the Company acquired
Total Food  Service  Direction,  Inc.  ("Total"),  serving the  Business  Dining
market,  for  approximately  $4.9  million.  The purchase  price for each of the
foregoing  acquisitions  includes  debt  assumed  by the  company as part of the
acquisition.  The Company is in the  process of  eliminating  certain  redundant
operations  through closings of offices and termination of excess personnel from
certain of the acquired companies.


Three Months Ended April 1, 1998 Compared to Three Months Ended March 26, 1997

     Net Sales.  The Company's net sales  increased 56% to $85.0 million for the
three months  ended April 1, 1998 from $54.3  million for the three months ended
March 26, 1997.  Net sales  increased in all market areas except  Recreation and
Leisure.

     Recreation  and Leisure  decreased  1.1% from $8.2 million to $8.1 million.
Same unit  performance  increased  3.5% over the  comparable  prior year period.
Increases  in new  business  were  primarily  related  to the  Arizona  Veterans
Memorial  Coliseum,  Oregon  Museum of Science and  Industry  and The Theatre at
Bayou  Place.  These  increases  were more than  offset by the  Onondaga  County
Convention Center/War Memorial Complex (OnCenter),  which decided to provide its
food service  operations  internally  and Montage  Mountain,  Lackawanna  County
Stadium and Fort Myers Stadium, clients whose contracts expired.

     Convention  centers  increased  17.9% to $20.3 million from $17.2  million.
This increase was primarily  attributable  to the  performance  at Orange County
Convention Center ("OCCC"), which accounted for $2.4 million or 77% of the total
increase.  The increase was driven by additional capacity and two new shows that
took place in 1998. As of January 1998,  OCCC has added over 150,000 square feet
including additional meeting rooms and concession stands to its operations.

     Education  increased  81.7% to $25.3 million from $13.9 million.  Same unit
performance  increased  11.7% over the  comparable  prior year  period.  New and
acquired  business  accounted  for  approximately  $11.0 million or 44% of total
revenue.  School  district  business  was up $7.6 million  primarily  due to the
acquisition of Statewide and Best.  Higher  Education was up $4.4 million due to
the  acquisitions  of Total and Best and to a lesser extent from new business at
Alfred  University and Oregon Health Sciences  University.  These increases were
partially offset by the expiration of certain contracts.

                                       9
<PAGE>

     Business dining  increased  32.8% to $16.3 million from $12.3 million.  New
and acquired  business  accounted for approximately 37% of total revenue or $6.1
million  primarily from the  acquisition  of Total and one  additional  month of
operations from the Serv-Rite businesses.  These increases were partially offset
by the disposition of the Republic vending business in December 1997.

     Healthcare  increased from $0.8 million to $8.4 million. The acquisition of
Best accounted for approximately $7.6 million or 91% of the total revenue.

     Corrections  increased from $0.8 million to $5.3 million.  New and acquired
business accounted for approximately $4.7 million or 87% of total revenue.  This
increase is  attributable  to the  acquisition  of Best. In addition,  same unit
performance increased 3.9% over the comparable prior year period.

     Gross Profit.  Gross profit increased to $7.0 million or 8.3% of net sales,
from $4.8  million  or 8.9% of net sales for the  comparable  1997  period.  The
slight decrease in gross profit as a percentage of net sales was attributable to
the  increased  activity  in the lower  margin  business  dining  and  education
markets, as well as increased amortization of contract rights and goodwill
originating from acquisitions.

     General and Administrative  Expenses.  General and administrative  expenses
increased  to $8.6  million for the three  months  ended April 1, 1998 from $7.6
million for the three months ended March 26,  1997.  The increase was  primarily
attributable to overhead of acquired  companies,  particularly  Best,  Total and
Statewide.  However,  as a  percentage  of  sales,  general  and  administrative
expenses  declined  from 14.1% to 10.1%.  The Company  continues to focus on the
elimination of duplicative regional operations and accounting overhead.

     Special Charge.  In connection with the  Restatement,  the Company incurred
costs of $4.9  million  (or 5.8% of net  sales) in the first  quarter of 1998 to
cover $4.4 million for the costs of legal,  accounting and management consulting
fees and severance and $.5 million for the cost of rescinding,  in January 1998,
the 10 year  lease that was signed in  October  1997 for the  relocation  of its
corporate headquarters.

     Operating  Loss.  Operating  loss  increased  to $6.6 million for the three
months  ended April 1, 1998,  from $2.8 million for the three months ended March
26, 1997, primarily as a result of the factors discussed above.

     Interest Expense,  Net.  Interest  expense,  net of interest income of $2.0
million,  increased  approximately $0.5 million for the three months ended April
1, 1998, due to increased debt levels resulting from the Convertible Notes.

 Liquidity and Capital Resources

     At April 1, 1998,  the  Company  had cash and cash  equivalent  balances of
$103.3 million and the Company's  current assets of $145.2 million  exceeded its
current liabilities of $49.0 million,  resulting in a working capital surplus of
$96.2 million. The cash balances are primarily attributable to the proceeds from
the issuance of the  Convertible  Notes.  There was a working capital surplus of
$103.7  million at December 31, 1997.  The decline in the surplus  resulted from
negative  EBITDA  of $3.7  million  offset by  seasonal  increases  in  accounts
receivable.  Excluding the special  charge,  there was a positive EBITDA of $1.2
million.

     Cash flows used in investing activities were approximately $2.0 million and
$14.6  million  for the three  months  ended  April 1, 1998 and March 26,  1997,
respectively,  the  principal  components of which are purchases of fixtures and
equipment and contract loans as well as the acquisition of Service  Dynamics and
Serv-Rite in 1997.

     In October 1997, the Company issued,  through a private placement  pursuant
to Rule 144A  under the  Securities  Act of 1933,  the  Convertible  Notes.  The
Convertible  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,
were used to repay  approximately $50.0 million in outstanding debt under a then
existing credit facility. The remaining net proceeds were invested in short term
investments.  In  connection  with the offering of the  Convertible  Notes,  the
Company had agreed to file a shelf registration statement, which would cause the
Convertible  Notes to be freely  tradeable.  The Company has been unable to file
the shelf Registration Statement and, therefore,  is obligated to pay liquidated
damages on the Convertible  Notes,  from January 25, 1998, in the amount of $.05
per week per thousand dollar principal amount, subject to increase every quarter
up to a maximum of approximately 1.3% per annum.

                                       10
<PAGE>

     On May 18,  1998,  the  Company's  outstanding  obligation  in respect of a
Standby  Letter of Credit  issued by  BankBoston,  N.A.  for the  benefit of the
Maryland Stadium Authority ("MSA") in the amount of $10 million, which Letter of
Credit was issued to secure the  Company's  obligation  to pay MSA in connection
with the Company's  Concessions  Management  Agreement with the Baltimore Ravens
Limited Partnership dated August 14, 1997, was paid in full.

     Management has developed a comprehensive  turnaround and business plan (the
"Plan"), and has extensively reviewed the business base underlying the contracts
for its more than 900 operating locations.  This process was undertaken with the
assistance of its outside management consultants and approximately 30 members of
the Company's  management  team.  Among other things,  the Plan  contemplates  a
reduction in overhead through the consolidation of duplicative  accounting sites
acquired  as part of the 1996  and 1997  acquisitions,  a  consolidation  of the
Company's  Education and Business Dining and School Nutrition Services divisions
under one leadership,  together with a reduction in duplicative  field overhead,
and a  reduction  of both food and labor  costs  through  continuing  efforts in
procurement and labor scheduling. There can be no assurance,  however, that such
cost  savings  can be  achieved.  In  connection  with  the  Plan,  the  Company
anticipates that it will incur severance and other incremental costs in 1998.

     Management  has met with  certain  holders  (the  "Note  Holders"),  of the
Company's  Convertible Notes, who have formed a committee comprised of the three
largest present Note Holders, holding in excess of $100 million of the aggregate
$175 million of  Convertible  Notes issued in October 1997.  The Company's  cash
position at April 1, 1998 was $103.3 million,  which management believes will be
sufficient  to satisfy the  Company's  cash  requirements  for at least the next
twelve months.  Accordingly,  management  believes it is unlikely in 1998,  that
cash  flow  demands  will be made  upon the  Company  which it will be unable to
satisfy  from  its  present  cash  position  and  operations.  However,  if  the
plaintiffs  prevail in the Note Holders and stockholders suits described in Part
II Item 1 - Legal Proceedings,  the outcome could have a material adverse effect
on the  Company's  financial  position,  results of  operations  and cash flows.
Capital to meet these  potential  cash flow  demands may not be available to the
Company when required.

                                       11
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     Not applicable.

                                       12
<PAGE>


Part II.  Other Information
Item 1.  Legal Proceedings


         In January 1996,  the Company was served with a complaint  naming it as
one of five  defendants in a lawsuit  brought by multiple  plaintiffs in the New
York State  Supreme  Court  alleging  damages  arising out of the  Woodstock  II
Festival  held in August  1994 in  Saugerties,  New York.  The  promoter  of the
festival is also a defendant.  According to the complaint,  the plaintiffs  were
hired by the Company (which had a concession  agreement with the promoter of the
festival) as  subcontractors  of food,  beverage  and/or  merchandise.  In their
complaint, which seeks approximately $5.9 million, the plaintiffs allege damages
arising  primarily  from the failure to provide  adequate  security  and prevent
festival  attendees  from bringing  food and  beverages in to the festival.  The
Company and the promoter have made  cross-demands  for  indemnification  against
each other under applicable provisions of their concession  agreement.  On April
4, 1996,  the other  defendants  named in the suit  answered the  complaint  and
asserted cross-claims for contribution and indemnification  against the Company.
Thereafter,  the Company  answered the complaint and asserted a cross-claim  for
indemnification  against the promoter and a cross-claim for contribution against
all of its co-defendants.

         The  Company  has also sued a former  client in the  Jefferson  Circuit
Court of the  Commonwealth  of Kentucky  for certain  amounts owed by the former
client  under the food  service  contract  between the  parties,  and the former
client has filed a counterclaim  against the Company seeking unspecified damages
for the Company's alleged tortious  interference with a prospective  contractual
relationship with another food service provider.

         The  Company  does not  believe  that any  liabilities  relating to the
foregoing legal proceedings are likely to be,  individually or in the aggregate,
material to its consolidated  financial position,  results of operations or cash
flows.

         Between December 15, 1997 and March 25, 1998, 13 purported class action
lawsuits  were filed in the United  States  District  Court for the  District of
Connecticut  against the Company and certain of its officers  and/or  directors.
The  complaints  assert various  claims  against the Company,  including  claims
alleging  violations of Sections 10(b), and 20(a) of the Securities Exchange Act
of 1934 and/or violations of Sections 11, 12(2), and 15 of the Securities Act of
1933 and various rules  promulgated  thereunder,  as well as fraud and negligent
misrepresentation.  On February 13, 1998,  the plaintiffs in the actions filed a
Motion for Consolidation and for Appointment as Lead Plaintiffs and for Approval
of A Selection of Lead Counsel (the "Motion"). On March 25, 1998, the Motion was
granted.  On or about January 30, 1998,  the Company was named as a defendant in
an action  arising out of the  issuance and sale in October 1997 of $175 million
in the  aggregate  principal  amount of the  Company's  Convertible  Notes.  The
plaintiffs  allegedly purchased the Convertible Notes in the aggregate principal
amount of $7.5 million.  The Amended Complaint filed on or about April 22, 1998,
alleges,  among  other  things,  that the  Offering  Memorandum  prepared by the
Company in connection with the offering contained  materially false information.
The complaint  asserts  various  claims  against the Company,  including  claims
alleging  violations  of  Sections  10(b),  18(a)  and  20(a) of the  Securities
Exchange Act of 1934 and various rules promulgated thereunder,  as well as fraud
and  negligent  misrepresentation.  The  relief  sought by  plaintiffs  includes
compensatory  damages of $1.5 million plus  interest,  punitive  damages of $0.5
million, costs and disbursements, and attorneys' fees. If the plaintiffs prevail
in such  suits,  the  results of such an outcome  could have a material  adverse
effect on the Company's  financial  condition,  results of  operations  and cash
flows. Capital to meet these potential  obligations from sources such as selling
assets, curtailing expansion or proceeds from debt or equity sources, may not be
available to the Company when required.  (See Item 2 -  Management's  Discussion
and Analysis of Financial  Condition  and Results of  Operations - Liquidity and
Capital Resources)

         On February 19, 1998, the Securities and Exchange  Commission  issued a
formal order of  investigation  into the events  relating to the December 12 and
15, 1997  announcements  as described in the Company's  Form 10-K for the fiscal
year ended December 31, 1997.


                                       13
<PAGE>


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

                                       14
<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

A)  Exhibits

 *3.1   Restated Certificate of Incorporation

 *3.2   By-Laws

 *4.1   Specimen of Registrant's Common Stock Certificate

  4.4   Change in Indenture Trustee dated as of January 1, 1998 by and among the
        Company and The Bank of New York and Marine Midland Bank

10.12(d)Third Amendment to the Fourth Amended and Restated Loan Agreement, dated
        March 12, 1998.

10.14   Management  Consulting  Agreement  dated as of December 16, 1997 between
        the Company and Buccino & Associates, Inc.

10.15   Employment  Agreement  dated as of March 1, 1998 between the Company and
        Gerald P. Buccino.

10.16   Separation and Consulting  Agreement  dated as of March 18, 1998 between
        the Company and Randy B. Spector.

  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

     1.   A Current  Report on Form 8-K was filed on February 6, 1998  restating
          the Company's financial statements for fiscal years 1994 through 1996.

     2.   A  Current  Report on Form 8-K was filed on  February  12,  1998 to
          report that the Company had dismissed  Deloitte & Touche LLP as the
          Company's  independent  auditors  and that the  Company had engaged
          Price  Waterhouse  LLP as its  independent  auditors for the fiscal
          year ended December 31, 1997.

     3.   A Current  Report on Form  8-K/A was  filed on  February  17,  1998
          amending the  Company's  Form 8-K  originally  filed on February 6,
          1998, to include restated financial  statements for the nine months
          ended September 24, 1997.


--------------------------------------------------------------------------------

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

                                       15
<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/ Catherine B. James
Catherine B. James
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)


Date:  May 22, 1998

                                       16
<PAGE>


                                  EXHIBIT INDEX



    Exhibit No.              Description

       4.4                    Change in Indenture Trustee dated as of January 1,
                              1998 by and among the  Company and The Bank of New
                              York and Marine Midland Bank

      10.12(d)                Third Amendment to the Fourth Amended and Restated
                              Loan Agreement, dated March 12, 1998.

      10.14                   Management   Consulting   Agreement  dated  as  of
                              December  16, 1997 between the Company and Buccino
                              & Associates, Inc.

      10.15                   Employment  Agreement  dated as of  March 1,  1998
                              between the Company and Gerald P. Buccino

      10.16                   Separation  and Consulting  Agreement  dated as of
                              March 18,  1998  between  the Company and Randy B.
                              Spector.

      27                      Financial Data Schedule

                                       17
<PAGE>