SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                  For the quarterly period ended March 26, 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 8,959,266 shares of common stock, $.01 par value, outstanding
as of May 8, 1997.


<PAGE>



                                TABLE OF CONTENTS

                         Part I - Financial Information


                                                                       Page No.
Item 1    -        Financial Statements (unaudited)

          *        Consolidated Balance Sheets - March 26, 1997 and
                   December 25, 1996                                         3

          *        Consolidated Statements of Income- Three Months
                   Ended March 26, 1997 and March 27, 1996                   4

          *        Consolidated Statement of Stockholders' Equity - Three 
                   Months Ended March 26, 1997                               5

          *        Consolidated Statements of Cash Flows - Three Months 
                   Ended March 26, 1997 and March 27, 1996                   6

          *        Notes to Consolidated Financial Statements            7 - 10


Item 2    -        Management's Discussion and Analysis of Financial 
                   Condition and Results of Operations                  11 - 13

Item 3    -        Quantitative and Qualitative Disclosure About Market 
                   Risk                                                     13

                                  Part II - Other Information

Item 1    -        Legal Proceedings                                        14

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

                   Signature                                                16

                                              2

<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)

                                              March 26, 1997  December 25, 1996
                                                (unaudited)
                                     ASSETS
Current assets:
  Cash and cash equivalents                       $13,764           $  4,724
  Accounts receivable                              19,079             14,580
  Inventories                                       5,014              3,260
  Prepaid expenses and other 
     current assets                                 4,424              3,749
                                                  _______             ______
       Total current assets                        42,281             26,313

Contract rights, net                               28,896             22,869
Fixtures and equipment, net                        30,987             24,057
Excess of cost over fair value 
  of net assets acquired, net                      41,873             34,362
Other assets                                        9,530              9,842
                                                  _______             ______
       Total assets                              $153,567           $117,443

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses          $24,378             $18,690
  Current portion of subordinated debt             1,765               3,045
                                                  ______             _______
       Total current liabilities                  26,143              21,735

Deferred income taxes                             13,000              12,360
Long-term debt                                     1,461              31,562
Subordinated debt                                  5,509               5,014
                                                  ______              ______
       Total liabilities                          46,113              70,671


Stockholders' equity:

  Common Stock, $.01 par value, 25,000,000 
   shares authorized, 8,955,766 and 6,212,016 
   issued and outstanding at March 26, 1997 
   and December 25, 1996, respectively               90                   62
  Additional paid-in capital                    101,551               41,778
  Retained earnings                               5,969                5,121
  Receivables from stockholders for purchase
      of Common Stock                              (156)                (189)
                                                ________              ______
       Total stockholders' equity               107,454               46,772
                                                ________              ______
          Total liabilities and 
             stockholders' equity               $153,567            $117,443


                See accompanying notes to unaudited consolidated
                             financial statements.








                                        3

                                     <PAGE>



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




                                                    Three Months Ended
                                            March 26,             March 27,
                                              1997                   1996

Net sales                                    $49,452                $24,160
Cost of sales                                 44,210                 21,630
                                              ______                 ______
  Gross profit                                 5,242                  2,530
General and administrative expenses            3,215                  1,336
                                              ______                 ______
  Income from operations                       2,027                  1,194
Interest expense, net                            538                    767
                                              ______                 ______
  Income before tax provision                  1,489                    427
Tax provision                                    641                    168
                                              ______                  _____
  Net income                                     848                    259
Accretion to redemption value of warrants       ----                 (1,040)
                                              ______                  _____
  Net income (loss) available
   to Common Stockholders                   $    848               $   (781)

Earnings (loss) per share
   of Common Stock                         $     .11               $   (.23)
Average number of shares
   of Common Stock outstanding                 7,941                  3,408

Earnings (loss) per share of Common
   Stock assuming full dilution             $    .11                $  (.22)
Average number of shares of Common 
   Stock outstanding assuming full dilution    7,951                  3,510
  


                See accompanying notes to unaudited consolidated
                             financial statements.








                                        4

                                     <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                                     54,750      1           700                                     701
Stockholder Receivable collected                                                                        33             33
Net income                                                                               848                          848
                                                   _________    ___      ________     ______         _____      _________          

Balance, March 26, 1997                            8,955,766    $90      $101,551     $5,969         $(156)     $ 107,454

</TABLE>


                See accompanying notes to unaudited consolidated
                             financial statements.



                                        5

                                     <PAGE>



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



                                                        Three Months Ended
                                                       March 26,    March 27,
                                                           1997        1996

Cash flows from operating activities:        
Net income                                                  $848       $259
Adjustments to reconcile net income to 
  net cash provided by operating activities:
   Depreciation and amortization                          1,874         957
   Deferred income tax provision                            641         167
   Changes in operating assets and liabilities:
        Accounts receivable                             (2,080)          26
        Inventories                                       (250)        (195)
        Prepaid expenses and other current assets         (476)         578
        Accounts payable and accrued expenses             (583)         833
   Decrease (Increase) in other assets                     350         (995)
                                                         _____        _____
           Net cash provided by operating activities       324        1,630

Cash flows from investing activities:
   Increase in contract rights                          (1,739)      (2,462)
   Purchases of fixtures and equipment                  (2,477)      (1,067)
   Acquisition of business, net of cash acquired       (11,500)      (3,215)
   Collection of notes receivable                           -            19
                                                       _______       ______
      Net cash used in investing activities            (15,716)      (6,725)

Cash flows from financing activities:
    Borrowings under long-term debt agreement           -             6,909
   Proceeds from issuance of common stock               59,133           --
   Payment of long-term debt                           (35,131)        (814)
   Payment of subordinated debt                           (271)        (272)
   Proceeds from exercise of options                       701          -
                                                       _______        _____
Net cash provided by financing activities               24,432        5,823

Net increase in cash                                     9,040          728
Cash, beginning of period                                4,724          634
                                                       _______        _____
Cash, end of period                                    $13,764       $1,362


           See accompanying notes to unaudited consolidated financial
                                  statements.






                                        6

                                     <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 months  ended March 26, 1997 and March 27,  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 $0 and $1,040 for the three  months  ended March 26, 1997 and March
27, 1996, respectively.

    Accounting  Pronouncements -- In February 1997, the FASB issued Statement of
Financial  Accounting  Standards  ("SFAS") No. 128, Earnings per share. SFAS No.
128 specifies the  computation,  presentation  and disclosure  requirements  for
earnings per share ("EPS").  SFAS No. 128 is effective for financial  statements
for  interim  and  annual  periods  ending  after  December  15,  1997.  Earlier
application is not permitted.  On a pro forma basis computed in accordance  with
SFAS No. 128 and before warrant accretion,  basic EPS would have been $.11 and 
$.13 and diluted EPS would have $.11 and $.07 for  March 26,  1997 and March 27,
1996, respectively.


2. Acquisitions

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

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




                                        7

                                     <PAGE>


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




    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 three  months ended March 26, 1997 and March 27,
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:

                                                     Three Months Ended
                                                March 26,        March 27,
                                                     1997            1996
  Summary statement of income data:
  Net sales                                       $52,198         $34,613
  Income from operations                            2,045             936
  Net income (loss) before warrant accretion          840             (28)
  Net income per share before warrant
    accretion assuming full dilution            $     .11      $        -

    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:
                                                        
                                   March 26,        December 25,
                                   1997                   1996

  Accounts payable                 $10,064              $ 8,404
  Accrued wages and benefits         4,018                2,640
  Accrued rent to clients            3,475                3,187
  Accrued other                      6,821                4,459
  Total                            $24,378              $18,690










                                        8

                                     <PAGE>


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



4. Long-Term Debt

     Long-term debt consists of the following:

                                                  March 26,      December 25
                                                       1997             1996

                  Working Capital Line             $ 1,461           $15,818
                  Guidance Line                       ----            15,744
                                                   _______           _______ 
                     Total                         $ 1,461           $31,562


    The net  proceeds  from the follow on public  offering on February 12, 1997,
including the exercise of the over allotment  option granted to the underwriters
(see Note 5),  were used to repay all of the long term debt  outstanding  at the
close of the transaction.

   The  Company's  bank  agreement  was amended and restated on June 19, 1996 in
connection with the initial public offering (the "Restated Bank  Agreement") and
provides for (i) a working capital  revolving  credit line (the "Working Capital
Line") for  general  obligations  and letters of credit of the  Company,  in the
maximum  amount of  $20,000,  and (ii) a line of credit to  provide  for  future
expansion by the Company (the "Guidance Line") in the maximum amount of $55,000.
The maximum  borrowing under the Restated Bank Agreement was $75,000 as of March
26, 1997. The Restated Bank Agreement terminates on April 30, 1999.

   The   Company's   obligations   under  the  Restated   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, notes 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  Restated   Bank   Agreement   contains   various   financial  and  other
restrictions,  including,  but not limited  to,  restrictions  on  indebtedness,
capital expenditures and commitments. Additional obligations require maintenance
of certain financial ratios, including the ratio of total debt to operating cash
flow,  operating cash flow to cash interest  expense,  and minimum net worth and
operating cash flow. The Restated Bank Agreement also contains  prohibitions  on
the payment of dividends.


5. Stockholders' Equity

    On February 12, 1997, the Company conducted a follow-on public 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  options) 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  credit  facility in effect prior to the public
offering  and the  remainder  of the net  proceeds  was  invested  in short term
investments in accordance with the Company's investment policy.




                                        9

                                     <PAGE>



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





6. Income Taxes

     At March  26,  1997 the  Company  had a tax  provision  of $641,  which was
entirely  deferred.  In  addition,  the  Company  had,  for  Federal  income tax
reporting,  an estimated net operating loss carryforward of approximately $3,000
that will begin to expire in 2008.



7.  Major Client

    One  client  represented  8.2% and 15.0% of net  sales for the three  months
ended March 26, 1997 and March 27, 1996, respectively.







                                       10

                                     <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
                                                March 26         March 27,
                                                    1997            1996
Net sales                                        100.0%            100.0%
Cost of sales                                     89.4              89.5
                                                 _____             _____
  Gross profit                                    10.6              10.5
General and administrative expenses                6.5               5.5
                                                 _____             _____
  Income from operations                           4.1               5.0
Interest expense, net                              1.1               3.2
                                                 _____             _____
  Income before tax provision                      3.0               1.8
Tax provision                                      1.3               0.7
                                                 _____             _____
  Net income before warrant accretion              1.7%              1.1%


     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
                                 March 26,            March  27,
                                    1997                 1996
Recreation and Leisure       $6,505   13.2%          $6,898   28.6%
Convention Centers           13,816   27.9           11,835   49.0
Education                    14,135   28.6            3,068   12.6
Business Dining              14,996   30.3            2,359    9.8
                             ______  _____          _______  _____
     Total                  $49,452  100.0%         $24,160  100.0%










                                       11

                                     <PAGE>



Three Months Ended March 26, 1997 Compared to Three Months Ended March 27, 1996

    Net Sales.  The Company's net sales  increased 105% to $49.5 million for the
three months ended March 26, 1997 from $24.1  million for the three months ended
March 27, 1996.  Net sales  increased in all market areas except  Recreation and
Leisure.  However,  excluding  from the first quarter of 1996 the one time sales
from food service at Super Bowl XXX, net sales from the  Recreation  and Leisure
market  increased  from new and existing  contracts.  Net sales from  Convention
Centers  increased  17%  primarily as a result of  increased  sales from new and
existing  contracts.  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 10.6% of net sales,
from $2.5  million or 10.5% 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 $3.2  million  (or 6.5% of net sales) for the three  months  ended
March 26,  1997 from $1.3  million  (or 5.5% of net sales) for the three  months
ended March 27, 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 69.8% to $2.0 million for the
three months ended March 26, 1997,  from $1.2 million for the three months ended
March 27, 1996, primarily as a result of the factors discussed above.

     Interest Expense. Interest expense decreased approximately $229,000 for the
three months ended March 26, 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.


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 $324,000 and $1.6 million for
the three months ended March 26, 1997 and March 27, 1996.  The  reduction in the
source of funds from operations quarter over quarter resulted primarily from the
increase in net working  capital  requirements as a result of the expansion into
the Education  market,  partially  offset by the increase in unit operating cash
flow.

     EBITDA was $4.1  million or 8.1% of net sales,  compared to $2.2 million or
9.1% of net sales for the three  months ended March 26, 1997 and March 27, 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
and  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 $15.7 million and
$6.7  million for the three  months  ended  March 26,  1997 and March 27,  1996,
respectively. The increase in use of funds was primarily a result of investments
in acquired companies.

    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.  The Company's
acquisitions  are generally  financed through cash from working capital and from
the Company's credit facility.



                                       12

                                     <PAGE>





    At March  26,  1997 and  December  25,  1996 the  Company's  current  assets
exceeded  its current  liabilities,  resulting in a working  capital  surplus of
$16.1 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  Restated  Bank
Agreement and for general working capital purposes.

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



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     In April 1997,  The Securities  and Exchange  Commission  amended rules and
forms to expand  existing  disclosure  requirements  for market  risk  sensitive
instruments. However, the Company is not obligated to provide such disclosure in
this Form 10-Q.








                                       13

                                     <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.











                                       14

                                     <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       Amended and Restated 1996 Non-Employee Director Stock Plan

 10.2       Second Amendment to Employment Agreement dated as of March 17, 1997
            by and among the Company, Northwest Food Service, Inc. and 
            Robert F. Barney

 10.3       Amendment to Advisory Services Agreement, dated as of April 10, 
            1997 between the Company and Interlaken Capital, Inc.

 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.

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

Date: May 8, 1997


                                       16
   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        Amended and Restated 1996 Non-Employee Director Stock Plan

       10.2        Second Amendment to Employment Agreement dated as of
                   March 17, 1997, by and among the Company, Northwest Food
                   Service, Inc. and Robert F. Barney

       10.3        Amendment to Advisory
                   Services    Agreement
                   dated as of April 10,
                   1997    between   the
                   Company           and
                   Interlaken   Capital,
                   Inc.

        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.




                                     <PAGE>