<PAGE>



                       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 June 25, 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 9,045,444 shares of common stock, $.01 par value, outstanding
as of August 8, 1997.


<PAGE>





                                                        

                                TABLE OF CONTENTS

                         Part I - Financial Information


                                                                          Page
No.
Item 1   -    Financial Statements (unaudited)


         *   Consolidated Balance Sheets - June 25, 1997 
             and December 25, 1996                                          3
         *   Consolidated Statements of Income - Three and Six Months
             Ended June 25, 1997 and June 26, 1996                          4

         *   Consolidated Statement of Stockholders'Equity - Six Months
              Ended June 25, 1997                                           5

         *   Consolidated Statements of Cash Flows - Six Months Ended
              June 25, 1997 and June 26, 1996                               6

         *   Notes to Consolidated Financial Statements                  7 - 10


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

Item 3   -   Quantitative and Qualitative Disclosure 
             About Market Risk                                             15


                           Part II - Other Information

Item 1   -   Legal Proceedings                                             16

Item 6   -   Exhibits and Reports on Form 8-K                              17

             Signature                                                     18


<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)

                                            June 25, 1997   December 25, 1996
                                            -------------   -----------------
                                             (unaudited)
                                     ASSETS
Current assets:
  Cash and cash equivalents                   $  16,110       $   4,724
  Accounts receivable                            20,247          14,580
  Inventories                                     5,238           3,260
  Prepaid expenses and other current assets       4,886           3,749
                                             ----------      ----------
       Total current assets                      46,481          26,313

Contract rights, net                             28,542          22,869
Fixtures and equipment, net                      31,002          24,057
Excess of cost over fair value of 
net assets acquired, net                         43,962          34,362
Other assets                                      9,842           9,842
                                               --------        --------
       Total assets                            $159,829        $117,443
                                               ========        ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses       $  23,567       $  18,690
  Current portion of subordinated debt            2,521           3,045
                                               --------        --------
       Total current liabilities                 26,088          21,735

Deferred income taxes                            13,514          12,360
Long-term debt                                    7,971          31,562
Subordinated debt                                 3,386           5,014
                                                -------         -------
       Total liabilities                         50,959          70,671


Stockholders' equity:

  Common Stock, $.01 par value, 
  25,000,000 shares authorized,
  8,963,112 and 6,212,016 issued 
  and outstanding at June 25, 1997 
  and December 25, 1996, respectively                90             62
  Additional paid-in capital                    101,715         41,778
  Retained earnings                               7,221          5,121
  Receivables from stockholders for 
  purchase of Common Stock                         (156)          (189)
                                               --------       --------
       Total stockholders' equity               108,870         46,772
                                               --------       --------
Total liabilities and stockholders' equity     $159,829       $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            Six Months Ended
                                             June 25,     June 26,       June 25,     June 26,
                                             1997         1996              1997        1996
<S>                                          <C>             <C>             <C>          <C>    

Net sales                                   $53,392      $25,803         $102,844     $49,963
Cost of sales                                48,176       23,390           92,386      45,020
                                           --------     --------        ---------    --------
  Gross profit                                5,216        2,413           10,458       4,943
General and administrative expenses           2,730        1,241            5,945       2,577
                                           --------    ---------        ---------   ---------
  Income from operations                      2,486        1,172            4,513       2,366
Interest expense, net                           290          755              828       1,521
                                          ---------   ----------        ---------   ---------
  Income before tax provision                 2,196          417            3,685         845
Tax provision                                   944          167            1,585         336
                                          ---------   ----------         --------  ----------
  Net income                                  1,252          250            2,100         509
Accretion to redemption value of warrants         -        (260)                -      (1,300)
                                         ----------     --------        ---------   ----------
  Net income (loss) available
   to Common Stockholders                   $ 1,252    $    (10)        $   2,100   $    (791)
                                            =======    =========        =========   ==========

Earnings (loss) per share
   of Common Stock                        $     .14  $        --      $       .24  $     (.22)
                                          =========  ===========      ===========  ===========
Average number of shares
   of Common Stock outstanding                9,185        3,687            8,590       3,535
                                            =======     ========       ==========   =========

Earnings (loss) per share of Common
   Stock assuming full dilution           $     .14  $        --      $       .24   $    (.22)
                                          =========  ===========      ===========   ==========
Average number of shares of Common 
Stock outstanding assuming full dilution      9,226        3,713            8,634        3,575
                                             ======        =====            =====        =====
</TABLE>


                See accompanying notes to unaudited consolidated
                             financial statements.














<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                                59,900       1         804                                      805
Stockholder Receivable collected                                                                   33             33
Stock issued to non-employee directors            2,196      --          60                                       60
Net income                                                                        2,100                        2,100
                                             ---------     ---     --------      ------         ------      --------    
Balance, June 25, 1997                       8,963,112     $90     $101,715      $7,221         $(156)      $108,870
                                             =========     ===     ========      ======         ======      ========


                See accompanying notes to unaudited consolidated
                             financial statements.

</TABLE>


<PAGE>



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



                                                        Six Months Ended
                                                    June 25,       June 26,
                                                     1997            1996
                                                    -------        -------

Cash flows from operating activities:
Net income                                          $2,100            $509
Adjustments to reconcile net income to net 
cash provided by operating activities:
   Depreciation and amortization                     4,238           2,041
   Deferred income tax provision                     1,585             335
   Changes in operating assets and liabilities:
        Accounts receivable                         (3,248)           (128)
        Inventories                                  (474)            (189)
        Prepaid expenses and other current assets     (937)            109
        Accounts payable and accrued expenses       (2,728)            565
   Increase in other assets                            (52)         (3,187)
                                                    -------          ------
       Net cash provided by operating activities       484              55
                                                    -------          ------

Cash flows from investing activities:
Increase in contract rights                         (3,292)         (3,053)
Purchases of fixtures and equipment                 (3,683)         (1,856)
Sales of fixtures and equipment                         --              64
Acquisition of business, net of cash acquired      (11,500)         (3,215)
   Collection of notes receivable                       --             396
                                                   -------          -------
Net cash used in investing activities              (18,475)         (7,664)
                                                   -------           ------

Cash flows from financing activities:
    Borrowings under long-term debt agreement           --            6,945
   Proceeds from issuance of common stock           59,191           30,542
   Payment of long-term debt                       (27,341)         (19,768)
   Payment of subordinated debt                     (2,849)         (7,661)
   Redemption of warrants                               --           (2,880)
   Proceeds from exercise of warrants                   --              609
   Proceeds from exercise of options                   376                -
                                                    ------          -------
Net cash provided by financing activities           29,377            7,787
                                                    ------          -------

Net increase in cash                                11,386              178
Cash, beginning of period                            4,724              634
                                                   -------         --------
Cash, end of period                                $16,110         $    812
                                                   =======         ========


                See accompanying notes to unaudited consolidated
                             financial statements.





<PAGE>





                     FINE HOST CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (in thousands, except share and 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  "Company")  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 six months  ended June 25, 1997 and June 26, 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  (Loss) Per  Share--Earnings  (loss) per share of Common  Stock is
computed based on the weighted  average  number of common and common  equivalent
shares outstanding  during each period.  Earnings (loss) 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  (loss) per
share,  net income has been reduced for the accretion to the redemption value of
warrants by $260 and $1,300 for the three and six months ended June 26, 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 (AEPS@).  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 $.25 and
$.23;  and diluted EPS would have been $.24 and $.14,  for the six months  ended
June 25, 1997 and June 26, 1996, respectively.


2. Acquisitions

   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 $3,200,  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.


<PAGE>


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

   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 six months ended June 25, 1997 and June 26, 1996,
as if the  acquisitions of 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:

                                                    Six Months Ended
                                                June 25,          June 26,
                                                   1997               1996
                                            -----------           --------
 Summary statement of income data:
 Net sales                                     $105,590            $70,870
 Income from operations                           4,628              1,855
 Net income (loss)before warrant accretion       2,169                 (3)
 Net income per share before warrant
   accretion assuming full dilution        $        .25       $          -
                                           ============       ============

    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:
                                             
                                          June 25,     December 25,
                                            1997             1996
                                          -------      ----------
  Accounts payable                        $10,020         $ 8,404
  Accrued wages and benefits                3,945           2,640
  Accrued rent to clients                   3,951           3,187
  Accrued other                             5,651           4,459
                                         --------       ---------
  Total                                   $23,567         $18,690
                                          =======         =======

4. Long-Term Debt

   Long-term debt consists of the following:

                                          June 25,       December 25,
                                            1997            1996
                                          -------        ----------
    Working Capital Line                   $7,971         $15,818
    Guidance Line                               -          15,744 
                                          -------         -------
       Total                               $7,971         $31,562
                                           ======         =======

<PAGE>


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

    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 addition,  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.

5.  Subordinated Debt

   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.


<PAGE>


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


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

     At June 25,  1997 the  Company  had a tax  provision  of $1,585,  which was
entirely  deferred.  In  addition,  the  Company  had,  for  Federal  income tax
reporting, an estimated net operating loss carry forward of approximately $3,000
that will begin to expire in 2008.

8.  Major Client

    For the six months ended June 25, 1997, one client  represented  9.1% of net
sales and for the six months ended June 26,  1996,  another  client  represented
10.6% of net sales.

9.  Subsequent Events

   On July 30, 1997,  the Company  entered into the Fourth  Amended and Restated
Loan Agreement (See Note 4).

   On July 30, 1997, the outstanding  principal balance of the Ideal Convertible
Notes were converted into 76,332 shares of common stock. (See Note 5).

   On August 6, 1997,  the Company  acquired  100% of the  outstanding  stock of
Statewide.  Statewide  provides contract food service to school districts in New
York. (See Note 2)







<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 and catering  services to more than 750 facilities
in 38 states. The Company targets four 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 market  ("Education"),  which the Company entered in 1994,
serving colleges,  universities and public and private schools; and the business
dining market ("Business  Dining"),  which the Company entered in 1994,  serving
corporate cafeterias, office complexes and manufacturing plants.

   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:

                                     Three Months Ended     Six Months Ended
                                      June 25,  June 26,  June 25,    June 26,
                                          1997     1996      1997       1996
                                      --------  -------    -------     ------ 
Net sales                              100.0%    100.0%     100.0%      100.0%
Cost of sales                           90.2      90.6       89.8        90.1
                                      ------    ------     ------        ----
  Gross profit                           9.8       9.4       10.2         9.9
General and administrative expenses      5.1       4.9        5.8         5.2
                                      ------   -------     ------         ---
  Income from operations                 4.7       4.5        4.4         4.7
Interest expense, net                    0.6       2.9        0.8         3.0
                                      ------   -------     ------         ---
  Income before tax provision            4.1       1.6        3.6         1.7
Tax provision                            1.8       0.6        1.5         0.7
                                      ------   -------     ------         ---
  Net income before warrant accretion    2.3%      1.0%       2.1%        1.0%
                                      ======   =======      =====         ===


     The  following  table 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:

                             Three Months Ended         Six Months Ended
                           June 25,    June  26,      June 25,      June 26,
                             1997        1996          1997           1996
                       --------------------------------------------------------
Recreation and Leisure$10,324  19.3% $7,569 29.3%  $17,042 16.6% $14,467   29.0%
Convention Centers     13,334  25.0   8,531 33.1    27,150 26.4   20,367   40.8
Education              12,702  23.8   5,051 19.6    26,624 25.9    8,117   16.2
Business Dining        15,712  29.4   4,461 17.3    29,643 28.8    6,822   13.6
Other                   1,320   2.5     191   .7     2,385  2.3      190     .4
                      ---------------------------------------------------------
     Total            $53,392 100.0%$25,803 100.0%$102,844  100.0%$49,963 100.0%
                      ==========================================================






<PAGE>


Three Months Ended June 25, 1997 Compared to Three Months Ended June 26, 1996

    Net Sales.  The Company's net sales increased over 100% to $53.4 million for
the three  months  ended June 25, 1997 from $25.8  million for the three  months
ended June 26, 1996.  Net sales  increased in all market areas.  Recreation  and
Leisure net sales  increased  26.7% primarily due to the impact of new contracts
such as the Concord  Pavilion in Concord,  California and Boise State University
in Boise,  Idaho and existing  contracts.  The 36% 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.

     Gross Profit.  Gross profit increased to $5.2 million or 9.8% of net sales,
from $2.4  million  or 9.4% of net sales for the  comparable  1996  period.  The
increase in gross profit as a percentage  of net sales was  attributable  to the
contribution from acquisitions, as well as new and existing contracts.

     General and Administrative  Expenses.  General and administrative  expenses
increased to $2.7 million (or 5.1% of net sales) for the three months ended June
25,  1997 from $1.2  million (or 4.9% of net sales) for the three  months  ended
June  26,  1996.  The  increase  was  attributable  primarily  to the  Company's
continued  investment in training programs,  regional and accounting  management
and additional sales personnel to support its current and future growth plans.

     Operating Income. Operating income increased more than 100% to $2.5 million
for the three  months ended June 25, 1997 from $1.2 million for the three months
ended June 26, 1996, primarily as a result of the factors discussed above.

     Interest  Expense.  Interest  expense  decreased  to $290,000 for the three
months ended June 25,  1997,  due to decreased  debt levels  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.

Six Months Ended June 25, 1997 Compared to Six Months Ended June 26, 1996

    Net  Sales.  The  Company's  net  sales  increased  more than 100% to $102.8
million for the six months  ended June 25,  1997 from $50.0  million for the six
months ended June 26, 1996. Net sales  increased in all market areas.  The 17.8%
increase in  Recreation  and Leisure is  primarily a result of new  contracts at
Concord Pavilion in Concord,  California, Boise State University in Boise, Idaho
and Coral Sky  Amphitheater  in West Palm Beach,  Florida and increased sales at
Pro Player Park, in Miami,  Florida,  and South Commons  Facilities in Columbus,
Georgia. Net sales from convention centers increased 33.3% 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 resulting from the impact of the 1996 and 1997 acquisitions.

    Gross Profit.  Gross profit as a percentage of net sales  increased to 10.2%
for the six months  ended June 25, 1997 from 9.9%  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 $5.9  million (or 5.8% of net sales) for the six months ended June
25, 1997 from $2.6  million (or 5.2% of net sales) for the six months ended June
26, 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 90.7% to $4.5 million for the
six months  ended June 25, 1997 from $2.4  million for the six months ended June
25, 1996, primarily as a result of the factors discussed above.

    Interest Expense.  Interest expense decreased to approximately  $830,000 for
the six months ended June 25, 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.


<PAGE>


Liquidity and Capital Resources

    The  Company  has funded its  capital  requirements  from a  combination  of
operating  cash  flow,  debt and  equity  financing.  Cash flow  from  operating
activities was a source of funds of  approximately  $484,000 and $55,000 for the
six months ended June 25, 1997 and June 26, 1996.  The increase in the source of
funds from  operations  resulted  primarily  from the increase in unit operating
cash flow partially  offset by the increase in net working capital  requirements
as a result of the expansion into the Education market.

     EBITDA was $9.1  million or 8.8% of net sales,  compared to $4.5 million or
9.0% of net sales for the six  months  ended  June 25,  1997 and June 26,  1996,
respectively.  The  decrease  in  EBITDA  as  a  percentage  of  net  sales  was
attributable to an increase in general and administrative expenses. As discussed
above, 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 $18.5 million and
$7.7  million  for the six  months  ended  June 25,  1997  and  June  26,  1996,
respectively. The increase in use of funds was primarily a result of investments
in acquired companies and purchases of fixtures and equipment.

    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.  The Company is
eliminating  certain  redundant  operations  through  closings  of  offices  and
termination of excess personnel relating to these acquisitions.

   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 New York City Metropolitan Area.. The purchase
price  was  $3,200,  consisting  of  cash,  assumed  debt  of  Statewide  and  a
subordinated promissory note.

    At June 25, 1997 and December 25, 1996 the Company's current assets exceeded
its current liabilities, resulting in a working capital surplus of $20.1 million
and $4.6 million,  respectively. The surplus resulted primarily from an increase
in trade  receivables  related  to the new  acquisitions  in the  Education  and
Business  Dining 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  public 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  accordance  with the  Company's  investment  policy,  $10.6  million was
invested in commercial  paper or treasury notes with  maturities no greater than
90 days at June 25, 1997.

    The Company believes that the invested  proceeds of 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.



<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

A)  Exhibits:

    *3.1      Restated Certificate of Incorporation

    *3.2      By-Laws

    *4        Specimen of Registrant's Common Stock Certificate

    10.1      1994 Amended and Restated Stock Option Plan.

    10.2      1997 Long-Term Incentive Compensation Plan

    10.3      1998 Annual Incentive Compensation Plan

    10.4      First Amendment to the Third Amended and Restated Loan Agreement,
              dated as of May 9, 1997

    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 - None




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/ Nelson A. Barber
Nelson A. Barber
Senior Vice President and Treasurer
(Duly Authorized Officer and Principal Accounting Officer)

Date: August 8, 1997


<PAGE>







                                  EXHIBIT INDEX




        Exhibit No.        Description

            *3.1           Restated Certificate of Incorporation

            *3.2           By-Laws

            *4             Specimen of Registrant's Common Stock Certificate

            10.1           1994 Amended and Restated Stock Option Plan

            10.2           1997 Long-Term Incentive Compensation Plan

            10.3           1998 Annual Incentive Compensation Plan

            10.4           First Amendment to the Third Amended and Restated 
                           Loan Agreement,dated as of May 9, 1997

            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.