<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                 FORM 10-Q/A

                              (AMENDMENT NO. 1)

  [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  
       EXCHANGE ACT OF 1934
               For the quarterly period ended September 24, 1997

                                      OR

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

For the transition period from       to 
                               -----     -----
Commission file number:  000-28590

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

                              3 Greenwich Office Park 
                                Greenwich, CT 06831
                                  (203) 629 - 4320
                                          
Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.                                

                              Yes   X      No        
                                  ----         ---- 
     
The Registrant had  9,056,643 shares of common stock, $.01 par value, 
outstanding as of November 7, 1997.

                                       1

<PAGE>

                               TABLE OF CONTENTS

                        PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                Page No.
                                                                                                --------
<S>                                                                                                <C>
ITEM 1    -    Financial Statements (unaudited)

          *    Consolidated Balance Sheets (as restated) - September 24, 1997 and 
               December 25, 1996                                                                    3

          *    Consolidated Statements of Operations (as restated) - Three and Nine Months 
               Ended September 24, 1997 and September 25, 1996                                      4
          
          *    Consolidated Statement of Stockholders' Equity ( as restated) - Nine Months
               Ended September 24, 1997                                                             5

          *    Consolidated Statements of Cash Flows (as restated) - Nine Months Ended 
               September 24, 1997 and September 25, 1996                                            6

          *    Notes to Consolidated Financial Statements (as restated)                            7 - 13

ITEM 2    -    Management's Discussion and Analysis of Financial Condition and 
               Results of Operations                                                              14 - 17

     
                             PART II - OTHER INFORMATION

ITEM 6    -    Exhibits and Reports on Form 8-K                                                      18

               Signature                                                                             19 

</TABLE>

                                       2

<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
                                          
                                          
                        FINE HOST CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>

                                                                                         September 24, 1997       December 25, 1996
                                                                                        ------------------       ------------------
                                                                                          (unaudited)
                                                                                                  (as restated, see Note 9)
<S>                                                                                            <C>                    <C>      

                     ASSETS
Current assets:
  Cash and cash equivalents                                                                  $  5,580               $  4,747
  Accounts receivable                                                                          24,753                 12,065
  Inventories                                                                                   6,702                  3,260
  Prepaid expenses and other current assets                                                     2,758                  1,658
                                                                                           ----------             ----------
       Total current assets                                                                    39,793                 21,730

Contract rights, net                                                                           33,008                 16,909
Fixtures and equipment, net                                                                    26,756                 17,300
Excess of cost over net assets acquired, net                                     59,802                 31,527
Contract loans and notes receivable                                                             3,861                  3,010
Other assets                                                                                    6,487                  5,517
                                                                                           ----------              ---------
       Total assets                                                                        $  169,707              $  95,993
                                                                                           ----------              ---------
                                                                                           ----------              ---------
     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                                                     $  38,269              $  22,174
  Current portion of long-term debt                                                               264                    264
  Current portion of subordinated debt                                                          2,187                  3,045
                                                                                            ---------               --------
       Total current liabilities                                                               40,720                 25,483

Deferred income taxes                                                                           2,677                  4,702
Long-term debt                                                                                 41,286                 32,250
Subordinated debt                                                                               3,759                  5,014
                                                                                            ---------               --------
       Total liabilities                                                                       88,442                 67,449
                                                                                            ---------               --------

Stockholders' equity:
       
  Common Stock, $.01 par value, 25,000,000 shares authorized, 
    9,054,993 and 6,212,016 issued and outstanding at  
    September 24, 1997 and December 25, 1996, respectively                                         91                    62
  Additional paid-in capital                                                                  103,643                42,270
  Accumulated deficit                                                                         (22,313)              (13,599)
  Receivables from stockholders for purchase of Common Stock                                     (156)                 (189)
                                                                                            ----------              --------
       Total stockholders' equity                                                              81,265                 28,544
                                                                                            ----------              --------
          Total liabilities and stockholders' equity                                       $  169,707              $  95,993
                                                                                           ----------              ---------
                                                                                           ----------              ---------

</TABLE>
                                          
         See accompanying notes to unaudited consolidated financial statements. 

                                       3

<PAGE>

                         FINE HOST CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                      (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                         (UNAUDITED AND AS RESTATED, SEE NOTE 9)

<TABLE>
<CAPTION>
                                                        Three Months Ended                          Nine Months Ended          
                                                ----------------------------------          ----------------------------------
                                                 September 24,        September 25,          September 24,        September 25,
                                                   1997                  1996                   1997                  1996   
                                                -------------        -------------          -------------         ------------ 
<S>                                                 <C>                  <C>                   <C>                    <C>  
Net sales                                        $  68,134             $  41,341            $  179,698            $  99,739
Cost of sales                                       64,128                36,850               168,551               90,209
                                                 ----------            ----------           ----------            ----------
  Gross profit                                       4,006                 4,491                11,147                9,530
General and administrative expenses                  7,053                 4,501                21,545               10,894
                                                 ----------            ----------           ----------            ----------
  Loss from operations                              (3,047)                  (10)              (10,398)              (1,364)
Interest expense, net                                  532                   492                 1,346                2,309
                                                 ----------            ----------           -----------           ----------
  Loss before tax benefit                           (3,579)                 (502)              (11,744)              (3,673)
Tax benefit                                           (921)                 (148)               (3,030)              (1,084)
                                                 ----------            ----------           ----------            ----------
  Net loss                                          (2,658)                 (354)               (8,714)              (2,589)
Accretion to redemption value of warrants                -                     -                     -               (1,300)
                                                 ----------            ----------           -----------           ----------
  Net loss attributable to Common Stockholders   $  (2,658)            $    (354)           $   (8,714)           $  (3,889)
                                                 ----------            ----------           -----------           ----------
                                                 ----------            ----------           -----------           ----------
Loss per share of Common Stock                   $    (.30)            $    (.06)           $    (1.02)           $   (1.10) 
                                                 ----------            ----------           -----------           ----------
                                                 ----------            ----------           -----------           ----------
Average number of shares 
   of Common Stock outstanding                       8,958                 6,165                 8,549                3,523
                                                 ---------             ---------            ----------            ----------
                                                 ---------             ---------            ----------            ----------

</TABLE>

     See accompanying notes to unaudited consolidated financial statements. 

                                       4

<PAGE>

                       FINE HOST CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
                       (UNAUDITED AND AS RESTATED, SEE NOTE 9)


<TABLE>
<CAPTION>
                                                                                                   Receivables
                                                                                                      from
                                                                                                   Stockholders
                                                                                                       for
                                                   Common Stock       Additional                   Purchase of
                                                ------------------      Paid-In      Accumulated      Common       Stockholders'
                                                Shares      Amount      Capital        Deficit         Stock           Equity 
                                                ------      ------    ---------      -----------    ----------     ------------
<S>                                            <C>           <C>         <C>           <C>             <C>            <C>         
Balance, December 25, 1996                   6,212,016       $ 62      $ 42,270      $ (13,599)       $ (189)        $ 28,544
Shares issued in connection
     with follow-on public offering          2,689,000         27        59,073              -             -           59,100
Options exercised                               75,449          1         1,096              -             -            1,097
Conversion of Ideal convertible notes           76,332          1         1,144              -             -            1,145
Stockholder receivable collected                     -          -             -              -            33               33
Stock issued to non-employee directors           2,196          -            60              -             -               60
Net loss                                             -          -             -         (8,714)            -           (8,714)
                                             ---------       ----     ---------      ----------       -------        ---------
Balance, September 24, 1997                  9,054,993       $ 91     $ 103,643      $ (22,313)       $ (156)        $ 81,265
                                             ---------       ----     ---------      ----------       -------        ---------
                                             ---------       ----     ---------      ----------       -------        ---------

</TABLE>

       See accompanying notes to unaudited consolidated financial statements.

                                       5


<PAGE>

                       FINE HOST CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (AMOUNTS IN THOUSANDS)
                       (UNAUDITED AND AS RESTATED, SEE NOTE 9)
                                      
<TABLE>
<CAPTION>
                                                                                               Nine Months Ended
                                                                                   -------------------------------------------
                                                                                   September 24,                 September 25,  
                                                                                        1997                        1996 
                                                                                   -------------                 -------------
<S>                                                                                      <C>                         <C>  
Cash flows from operating activities:            
Net loss                                                                               $ (8,714)                    $ (2,589)
Adjustments to reconcile net loss to net cash provided by
   operating activities: 
   Depreciation and amortization                                                          6,301                        2,387
   Deferred income tax benefit                                                           (3,179)                      (1,084)
     Loss from terminated contract                                                          675                            -
   Changes in operating assets and liabilities, net of effects from
         acquisition of businesses:
        Accounts receivable                                                              (3,039)                      (3,787)
        Inventories                                                                      (1,164)                        (666)
        Prepaid expenses and other current assets                                          (384)                      (1,195)
        Accounts payable and accrued expenses                                            (5,611)                       2,901
   Decrease (increase) in other assets                                                      326                         (740)
                                                                                        -------                      --------
        Net cash used by operating activities                                           (14,789)                      (4,773)
                                                                                        -------                      --------
Cash flows from investing activities:
          Direct payments to acquire contracts, including contract loans                 (7,128)                      (3,951)
          Purchases of fixtures and equipment                                            (5,836)                      (2,772)
          Disposal of fixtures and equipment                                                528                           64
          Acquisition of businesses, net of cash acquired                               (40,352)                      (5,168)
          Collection of notes receivable                                                    910                          533
                                                                                        --------                     --------
          Net cash used in investing activities                                         (51,878)                     (11,294) 
                                                                                        --------                     --------
Cash flows from financing activities:
          Borrowings under long-term debt agreement                                      59,061                       14,367
          Issuance of subordinated debt                                                   1,233                            -
          Proceeds from issuance of common stock                                         59,191                       32,016
          Payment of long-term debt                                                     (50,024)                     (19,422)
          Payment of subordinated debt                                                   (2,469)                      (8,037)
          Redemption of warrants                                                              -                         (200)
          Proceeds from exercise of warrants                                                  -                          609
     Proceeds from exercise of options                                                      508                            -
                                                                                       --------                     --------
     Net cash provided by financing activities                                           67,500                       19,333
                                                                                       --------                     --------
Net increase in cash                                                                        833                        3,266
Cash, beginning of period                                                                 4,747                          634
                                                                                       --------                     --------
Cash, end of period                                                                     $ 5,580                      $ 3,900 
                                                                                       --------                     --------
                                                                                       --------                     --------
Supplemental disclosure of non-cash financing activities:
     -    Subordinated notes issued in conjunction with acquisitions, net of
          discount, totaled $1,472 in 1997 and $3,109 in 1996.
     -    A capital lease obligation of $1,159 was incurred in the first quarter
          of 1996 when the Company entered into a lease agreement for new equipment.

</TABLE>

      See accompanying notes to unaudited consolidated financial statements. 

                                       6
<PAGE>

                       FINE HOST CORPORATION AND SUBSIDIARIES
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                     (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                       (UNAUDITED AND AS RESTATED, SEE NOTE 9)
       
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 and 
restated financial statements include all adjustments, all of which are of a 
normal recurring nature, which, in the opinion of management, are necessary 
for a fair presentation of the results of operations for the three and nine 
months ended September 24, 1997. The accompanying unaudited and restated 
consolidated financial statements should be read in conjunction with the 
restated 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/A.

     LOSS PER SHARE--Loss per share of Common Stock is computed based on the 
weighted average number of common and common equivalent shares outstanding 
during each period, unless antidilutive.  In calculating loss per share, net 
loss has been increased for the accretion to the redemption value of warrants 
by $0 and $1,300 for the three and nine months ended September 25, 1996.

    ACCOUNTING PRONOUNCEMENTS--In February 1997, the FASB issued Statement 
of Financial Accounting Standards ("SFAS") No. 128, Earnings per share.  SFAS 
No. 128 specifies the computation, presentation and disclosure requirements 
for earnings per share ("EPS").  SFAS No. 128 is effective for financial 
statements for interim and annual periods ending after December 15, 1997.  
Earlier application is not permitted.  On a pro forma basis computed in 
accordance with SFAS No. 128, Basic EPS would have been $(.30) and $(.06) and 
$(1.02) and $(1.10) for the three months and nine months ended September 24, 
1997 and September 25, 1996, respectively.

     RECLASSIFICATIONS--Certain prior year amounts and balances have been 
reclassified to conform to the current presentation.  In addition, revenue 
and expenses for a limited number of the Company's management fee contracts 
that contain a fixed minimum fee have been increased to reflect the gross up 
of net sales resulting from the inclusion of reimbursed costs under these 
contracts.  For these contracts, 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 operating expenses and management fees are 
distributed to the client.  For these contracts, reimbursed costs included in 
net sales and cost of sales were $3,936 and $3,611 in the three month period 
ended September 1997 and 1996, and $10,976 and $10,743 in the nine-month period
ended September 1997 and 1996, respectively.  Previously, only the fee earned 
under the contract was included in net sales.

2. ACQUISITIONS

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

                                       7
<PAGE>

                       FINE HOST CORPORATION AND SUBSIDIARIES
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                     (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                       (UNAUDITED AND AS RESTATED, SEE NOTE 9)
     
     On August 6, 1997, the Company acquired 100% of the stock of Statewide 
Industrial Catering, Inc. ("Statewide").  Statewide provides contract food 
service to 25 school districts in the New York City Metropolitan Area.  The 
purchase price was approximately $3,200, consisting of cash, assumed debt of 
Statewide and a subordinated promissory note.

   On January 23, 1997, the Company acquired 100% of the stock of Versatile 
Holding Corporation, which owns 100% of the stock of Serv-Rite Corporation 
("Serv-Rite"), a contract food services management company that provides food 
services to the education and business dining markets in New York and 
Pennsylvania.  The purchase price was approximately $8,000, consisting of 
cash and assumed debt of Serv-Rite.
                                          
   On December 30, 1996, the Company acquired 100% of the stock of Service 
Dynamics Corp. ("Service Dynamics").  Service Dynamics provides contract food 
service to the education and business dining markets primarily in New Jersey. 
The purchase price was approximately $3,000, consisting of cash paid to the 
seller.

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

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

<TABLE>
<CAPTION>
                                                     NINE MONTHS ENDED         
                                             SEPTEMBER 24,       SEPTEMBER 25,
                                                 1997               1996       
                                             -------------       -------------
<S>                                           <C>                   <C>
     SUMMARY STATEMENT OF INCOME DATA:
     Net sales                                 $ 212,242           $ 162,732  
     Loss from operations                        (11,008)             (2,956)
     Net loss                                    (12,020)             (5,162)

     Net loss per share of common stock        $   (1.42)          $   (1.47)
                                               ---------           ----------
                                               ---------           ----------
</TABLE>

    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:  

<TABLE>
<CAPTION>
                                               SEPTEMBER 24,       DECEMBER 25,
                                                   1997                1996 
                                               -------------       ------------
<S>                                             <C>                    <C>
     Accounts payable                           $ 10,214              $ 9,138 
     Accrued wages and benefits                    6,971                2,682
     Accrued rent to clients                       7,513                3,287
     Accrued other                                13,571                7,067
                                                --------             --------
        Total                                   $ 38,269             $ 22,174 
                                                --------             -------- 
                                                --------             --------
</TABLE>

                                       8
<PAGE>

                       FINE HOST CORPORATION AND SUBSIDIARIES
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                     (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                       (UNAUDITED AND AS RESTATED, SEE NOTE 9)

4. LONG-TERM DEBT

     Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                      SEPTEMBER 24,      DECEMBER 25,
                                                                         1997               1996    
                                                                      -------------      -------------

<S>                                                                     <C>                   <C>
     Working Capital Line                                               $  9,841          $  15,818
     Guidance Line                                                        30,900             15,744
     Capital Lease Obligation, effective interest rate of 5.2%               545                688
                                                                       ---------          ---------
           Total                                                       $  41,286          $  32,250
                                                                       ---------          ---------
                                                                       ---------          ---------

</TABLE>

     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 (the "Credit Facility"), 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 "Credit Facility").  The Credit 
Facility 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 Credit 
Facility 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 Credit Facility 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.

     In connection with the Rule 144A private placement of $175 million of 
5.0% Convertible Subordinated Notes (see Note 8), the Credit Facility was 
amended to allow for the issuance of up to $200 million in publicly offered 
debt.
     
     The Credit Facility contains various financial and other restrictions, 
including, but not limited to, restrictions on indebtedness, capital 
expenditures, acquisitions and investments. The Credit Facility 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 Credit Facility permits the payment of dividends subject 
to compliance with all covenants. The Company is currently in default under 
certain provisions of the Credit Facility and, on December 15, 1997, the 
Administrative Agent notified the Company that it would no longer extend 
loans to the Company under the Credit Facility.  At September 24, 1997, the 
Company had obligations in respect of a standby letter of credit for $20 
million under the Credit Facility. 
     
     As of March 25, 1998, the Company had no outstanding loans under the
Guidance Line or the Working Capital Line but has outstanding obligations in
respect of the standby letter of credit 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

                                      9
<PAGE>

                       FINE HOST CORPORATION AND SUBSIDIARIES
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                     (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                       (UNAUDITED AND AS RESTATED, SEE NOTE 9)

pay MSA up to $20 million over the term of the Company's Concessions 
Management Agreement with the Baltimore Ravens Limited Partnership dated 
August 14, 1997 (the "MSA LC").  On March 12, 1998, the Credit Facility was 
amended to terminate the commitments of the banks thereunder, except with 
respect to the $10 million MSA LC.  
     
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 71/4% interest per annum, payable in 
quarterly installments. At the option of the note holders, the outstanding 
principal balance of the convertible notes was convertible into common stock 
at a conversion price of $15 per share.  On July 30, 1997, the aggregate 
outstanding principal balances of the Ideal Convertible Notes of $1,145 was 
converted into 76,332 shares of common stock.

6. STOCKHOLDERS' EQUITY

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

7. INCOME TAXES

     For the nine months ended September 24, 1997, the Company recorded a tax 
benefit of $3,030, $3,179 of which was a deferred benefit and $149 of which 
was a current provision.  In addition, the Company had, for Federal income 
tax reporting, an estimated net operating loss carry forward of approximately 
$16,600 that expires at various dates through 2012.

8.  SUBSEQUENT EVENTS    

     On October 3, 1997, the Company acquired 100% of the stock of Total Food 
Service Direction, Inc. ("Total").  Total provides contract food services to 
35 business dining and educational facilities in southern Florida.  The 
purchase price was approximately $4,900, consisting of cash and subordinated 
promissory notes to the sellers. 

     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 million in outstanding long term debt.  The remaining 
proceeds were invested in short-term investments in accordance with the 
Company's investment policy.

     On December 12, 1997, the Company announced that the Audit Committee of 
its Board of Directors had instructed the commencement of an inquiry (the 
"inquiry") into certain accounting practices, including the capitalization of 
certain 


                                      10

<PAGE>

                       FINE HOST CORPORATION AND SUBSIDIARIES
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                     (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                       (UNAUDITED AND AS RESTATED, SEE NOTE 9)

expenses, and that the Audit Committee determined on December 12, 1997, based 
upon their preliminary inquiry, that certain expenses incurred during 1997 
were incorrectly capitalized rather than expensed in the period in which they 
were incurred.  The Company stated that it believed the amounts would be 
material and that earnings for each of the first three quarters of 1997 would 
need to be restated.

     On December 15, 1997, the Company announced that preliminary indications 
were that the accounting problems were not limited to the incorrect 
capitalization of expenses and that periods prior to 1997 would also need to 
be restated. The Company also stated that the outside directors of the 
Company's Board of Directors (the "Outside Directors") had terminated the 
employment of Richard E. Kerley, Chairman of the Board and Chief Executive 
Officer, and Nelson A. Barber, Senior Vice President and Treasurer.

     On December 16, 1997, the Company retained a crisis management firm and 
counsel to the Outside Directors retained an independent accounting firm to 
conduct a forensic review of the Company's accounting practices.  On December 
18, 1997, Neal F. Finnegan resigned as a director of the Company.  On 
December 19, 1997, the Board of Directors held a special meeting and 
appointed a Special Committee (the "Special Committee") comprised of the 
Outside Directors.

     The Nasdaq Stock Market ("Nasdaq") suspended trading in shares of the 
Company's common stock on December 12, 1997.  In early January 1998, Nasdaq 
commenced a proceeding to delist the common stock from trading.  The Company 
promptly appealed Nasdaq's determination, resulting in a stay of the 
proceeding pending a hearing that was held on February 5, 1998. On March 3, 
1998, trading in the Company's common stock recommenced.

     Counsel to the Special Committee met with representatives of the 
Securities and Exchange Commission (the "SEC") on January 12, 1998, at which 
time the SEC indicated it was pursuing an informal investigation.  In 
February 1998, the SEC issued a formal order of investigation.

     On January 21, 1998, Mr. Kerley resigned as a director of the Company.

     Between December 15, 1997 and February 13, 1998, thirteen 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. 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 5% 
Convertible Subordinated Notes due 2004 (the "Notes").  The plaintiffs 
allegedly purchased Notes in the aggregate principal amount of $7.5 million.  
 The complaint alleges, among other things, that the Offering Memorandum 
prepared by the Company in connection with this 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 damages, including the alleged difference in the value of 
the Notes when purchased and their actual value, or alternatively rescission 
of their purchase of the Notes, plus interest, costs and disbursements, and 
attorneys' fees.  The Company is currently reviewing these complaints. The 
Company is currently unable to determine the potential affect of these 
lawsuits on its financial condition, results of operations, or cash flows.

     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.  As a result of the 
need to restate financial statements, 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 $1 principal amount, or an aggregate of $9 per week, 
subject to increase every quarter up to a maximum amount of approximately 
1.3% per annum.
 
                                       11
<PAGE>

                       FINE HOST CORPORATION AND SUBSIDIARIES
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                     (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                       (UNAUDITED AND AS RESTATED, SEE NOTE 9)

     In connection with the inquiry and restatement described above, the 
Company expects to incur costs of approximately $10 million to cover (i) the 
write-off of deferred debt costs in connection with the Credit Facility which 
is no longer available to the Company (see Note 4), (ii) the costs of legal, 
accounting and crisis management fees, and (iii) the cost of rescinding the 
10 year lease that was signed in October 1997 for the relocation of its 
corporate headquarters. Such costs are to be incurred in the fourth quarter 
of 1997 and throughout 1998.

     The Company announced on February 11, 1998 that it had engaged Price 
Waterhouse LLP as its independent auditors for the fiscal year ended December 
31, 1997.  Price Waterhouse replaced Deloitte & Touche LLP, who had served as 
the Company's independent auditors since 1985.

9.  RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

     Subsequent to the issuance of the Company's September 24, 1997 
Consolidated Financial Statements, the Company's management determined that 
(i) certain overhead expenses had been improperly capitalized; (ii) 
insufficient reserves and accruals had been recorded; (iii) inappropriate 
charges to acquisition liabilities had been recorded; (iv) certain 
non-performing assets had not been written-off; (v) improper revenue 
recognition had been used in regards to certain contracts and agreements; and 
(vi) adjustments for the settlement of certain terminated contracts were not 
recorded.

     As a result, the Company's financial statements as of September 24, 1997 
and December 25, 1996 and for the three and nine months ended September 
24,1997 and September 25, 1996 have been 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.

     The summary of the significant effects of the restatement is as follows:
     
<TABLE>
<CAPTION>
                                                                             FOR THE THREE MONTHS ENDED    
                                                                             --------------------------
                                                             SEPTEMBER 24, 1997                     SEPTEMBER 25, 1996       
                                                             ------------------                     ------------------
                                                           AS                                   AS
                                                       PREVIOUSLY             AS            PREVIOUSLY             AS
                                                        REPORTED            RESTATED         REPORTED            RESTATED
                                                       ---------            --------        ----------           --------
<S>                                                       <C>                 <C>              <C>                  <C>    

Net Sales                                               $ 70,439            $ 68,134         $ 37,272            $ 41,341   
Cost of sales                                             61,890              64,128           32,766              36,850
Gross profit                                               8,549               4,006            4,506               4,491
General and admin. expenses                                2,954               7,053            1,467               4,501
Income/(loss) from operations                              5,595              (3,047)           3,039                 (10)
Interest expense, net                                        491                 532              496                 492
Income/(loss) before tax provision                         5,104              (3,579)           2,543                (502)
Tax provision/(benefit)                                    2,118                (921)           1,144                (148)
Net income/(loss)                                          2,986              (2,658)           1,399                (354)
Income/(loss) per share of
  common stock                                               .32                (.30)             .22                (.06) 

</TABLE>

                                       12

<PAGE>


                       FINE HOST CORPORATION AND SUBSIDIARIES
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                     (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                       (UNAUDITED AND AS RESTATED, SEE NOTE 9)

<TABLE>
<CAPTION>

                                                     FOR THE NINE MONTHS ENDED
                                                     -------------------------
                                        SEPTEMBER 24, 1997              SEPTEMBER 25, 1996
                                        ------------------              ------------------
                                         AS                                AS
                                     PREVIOUSLY        AS              PREVIOUSLY       AS
                                      REPORTED      RESTATED            REPORTED     RESTATED
                                     ----------     --------           ---------     --------
<S>                                   <C>           <C>                 <C>          <C>

Net Sales                             $173,283      $179,698            $87,236      $99,739
Cost of sales                          154,277       168,551             77,786       90,209
Gross profit                            19,006        11,147              9,450        9,530
General and admin. expenses              8,899        21,545              4,044       10,894
Income/(loss) from operations           10,107       (10,398)             5,406       (1,364)
Interest expense, net                    1,319         1,346              2,018        2,309
Income/(loss) before tax provision       8,788       (11,744)             3,388       (3,673)
Tax provision/(benefit)                  3,703        (3,030)             1,480       (1,084)
Net income/(loss)                        5,085        (8,714)             1,908       (2,589)
Income/(loss) per share of
  common stock                             .57         (1.02)               .14        (1.10)

</TABLE>

<TABLE>
<CAPTION>

                                             AS OF SEPTEMBER 24, 1997     AS OF DECEMBER 25, 1996
                                             ------------------------     -----------------------
                                                  AS                           AS
                                              PREVIOUSLY       AS          PREVIOUSLY       AS
                                               REPORTED     RESTATED        REPORTED     RESTATED
                                              ---------     --------       ----------    --------
<S>                                             <C>          <C>             <C>          <C>

Cash and Cash Equivalents                       $ 5,557      $ 5,580         $ 4,724      $ 4,747
Accounts receivable                              35,793       24,753          14,580       12,065
Inventories                                       6,565        6,702           3,260        3,260
Prepaid expenses and other current assets         5,519        2,758           3,749        1,658
Total current assets                             53,434       39,793          26,313       21,730
Contract rights, net                             48,036       33,008          22,869       16,909
Fixtures and equipment, net                      39,346       26,756          24,057       17,300
Excess of cost over net assets
 acquired, net                                   66,784       59,802          34,362       31,527
Contract loans and notes receivable                   -        3,861               -        3,010
Other assets                                      7,168        6,487           9,842        5,517
Total assets                                    214,768      169,707         117,443       95,993

Accounts payable and accrued expenses            37,001       38,629          18,690       22,174
Current portion of long-term debt                    --          264               -          264
Current portion of subordinated debt              2,187        2,187           3,045        3,045
Total current liabilities                        39,188       40,720          21,735       25,483
Deferred income taxes                            17,788        2,677          12,360        4,702
Long-term debt                                   40,741       41,286          31,562       32,250
Subordinated debt                                 3,759        3,759           5,014        5,014
Total liabilities                               101,476       88,442          70,671       67,449
Additional paid-in capital                      103,151      103,643          41,778       42,270
Retained earnings (deficit)                      10,206      (22,313)          5,121      (13,599)
Total stockholders' equity                      113,292      (81,265)         46,772       28,544
Total liabilities and stockholders' equity      214,768      166,474         117,443       95,993 

</TABLE>

                                       13

<PAGE>

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

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

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

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>

                                          THREE MONTHS ENDED             NINE MONTHS ENDED       
                                          ------------------             -----------------
                                     SEPTEMBER 24,  SEPTEMBER 25,   SEPTEMBER 25,   SEPTEMBER 25,
                                          1997           1996            1997            1996
                                     -------------  -------------   -------------   -------------
<S>                                      <C>            <C>             <C>             <C>

Net sales                                100.0%         100.0%          100.0%          100.0%

Cost of sales                             94.1           89.1            93.8            90.4
                                         ------         ------          ------          ------

 Gross profit                              5.9           10.9             6.2             9.6

General and administrative expenses       10.3           10.9            12.0            10.9
                                         ------         ------          ------          ------

 Loss from operations                     (4.4)             -            (5.8)           (1.3)

Interest expense, net                      0.8            1.2             0.7             2.3
                                         ------         ------          ------          ------

 Loss before tax provision                (5.2)          (1.2)           (6.5)           (3.6)

Tax benefit                               (1.3)          (0.3)           (1.7)           (1.1)
                                         ------         ------          ------          ------

 Net loss before warrant accretion        (3.9)%         (0.9)%          (4.8)%          (2.5)%
                                         ------         ------          ------          ------
                                         ------         ------          ------          ------

</TABLE>

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

<TABLE>
<CAPTION>

                                THREE MONTHS ENDED                 NINE MONTHS ENDED
                                ------------------                 -----------------
                           SEPTEMBER 24,    SEPTEMBER 25,     SEPTEMBER 24,    SEPTEMBER 25,
                               1997             1996              1997             1996
                           -------------    -------------     -------------    -------------
<S>                      <C>       <C>    <C>       <C>     <C>       <C>    <C>       <C>

Recreation and Leisure   $20,374   29.9%  $18,444   44.6%   $40,599   22.6%  $36,300   36.4%

Convention Centers        14,619   21.5    12,014   29.1     47,306   26.3    37,427   37.5

Education                 11,405   16.7     6,252   15.1     38,029   21.2    14,369   14.4

Business Dining           13,873   20.4     2,263    5.5     40,133   22.3     7,000    7.0

Healthcare                 3,500    5.1       832    2.0      5,138    2.9     1,913    1.9

Corrections                2,409    3.5     1,020    2.5      4,153    2.3     2,023    2.0

Other                      1,954    2.9       516    1.2      4,340    2.4       707    0.8
                         -------  ------  -------  ------  --------  ------  -------  ------

    Total                $68,134  100.0%  $41,341  100.0%  $179,698  100.0%  $99,739  100.0%
                         -------  ------  -------  ------  --------  ------  -------  ------
                         -------  ------  -------  ------  --------  ------  -------  ------

</TABLE>

                                       14

<PAGE>

THREE MONTHS ENDED SEPTEMBER 24, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
25, 1996

     NET SALES.  The Company's net sales increased 64.8% to $68.1 million for 
the three months ended September 24, 1997 from $41.3 million for the three 
months ended September 25, 1996.  Net sales increased in all market areas. 
Recreation and Leisure net sales increased 10.5% primarily due to the impact 
of new contracts such as the University of Georgia in Athens, Georgia and 
increased sales attributable to existing contracts such as Pro Player Park in 
Miami, Florida.  The 21.7% increase in Convention Center net  sales is 
primarily attributable to the new contract at Tulsa Exposition Center in 
Tulsa, Oklahoma and increased sales at the Orange County Convention Center in 
Orlando, Florida. Net sales in Education and Business Dining more than 
doubled, primarily as a result of the impact of acquisitions in 1996 and 
1997.  The growth in net sales in Healthcare and Corrections is primarily the 
result of the acquisition of Best Inc. ("Best").  Best specializes in 
providing food service to healthcare and corrections markets and to a lesser 
extent provides food service to the business dining and education markets.

     GROSS PROFIT. Gross profit was $4.0 million or 5.9% of net sales, as 
compared to $4.5 million or 10.9% of net sales for the comparable 1996 
period. The gross profit percentage decrease was caused by several factors.  
Reductions in the carrying value of certain assets in the amount of $1.5 
million contributed to 2.2% of the decline.  Also contributing to the decline 
was the increase in activity in the lower margin business dining and 
education markets and a decline in margins at several recreation and leisure 
and convention center units including the Coral Sky Amphitheatre, Albuquerque 
Convention Center, Concord Pavillion and Dayton Convention Center.

     GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses 
increased to $7.1 million (or 10.3% of net sales) for the three months ended 
September 24, 1997 from $4.5 million (or 10.9% of net sales) for the three 
months ended September 25, 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.  In addition, there were significant expenses 
relating to the performance of duplicate functions by personnel at the 
following acquired companies:  Service Dynamics, Serv-Rite, Statewide and 
Best.  The Company plans to eliminate these costs by the end of 1998.

     OPERATING LOSS. Operating loss increased to $3.0 million for the three 
months ended September 24, 1997 from a breakeven for the three months ended 
September 25, 1996, primarily as a result of the factors discussed above.

     INTEREST EXPENSE. Interest expense was $0.5 million for the three months 
ended September 24, 1997.  While debt levels increased during the third 
quarter of 1997 due to the financing of certain acquisitions, interest 
expense remained constant as compared to the three months ended September 25, 
1996.

NINE MONTHS ENDED SEPTEMBER 24, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 
25, 1996

     NET SALES.  The Company's net sales increased 80% to $179.7 million for 
the nine months ended September 24, 1997 from $99.7 million for the nine 
months ended September 25, 1996.  Net sales increased in all market areas.  
The 11.8% increase in Recreation and Leisure is primarily a result of new 
contracts at the University of Georgia in Athens, Georgia and increased sales 
at Pro Player Park, in Miami, Florida, Great Woods in Mansfield, MA and South 
Commons Facilities in Columbus, Georgia.  Net sales from Convention Centers 
increased 26.4% mainly due to the new contract at Tulsa Exposition Center in 
Tulsa, Oklahoma and higher sales at Orange County and Portland Exposition 
Center in Portland, Oregon.  Net sales in Education and Corporate Dining 
increased due to the impact of the 1996 and 1997 acquisitions as well as from 
the addition of sixteen new contracts. The growth in net sales in Healthcare 
and Corrections is primarily the result of the acquisition of Best.

     GROSS PROFIT.  Gross profit was $11.1 million or 6.2% of net sales as 
compared to $9.5 million or 9.6% of net sales for the comparable 1996 period. 
 The gross profit percentage decrease was caused by several factors.  
Reductions in the carrying value of certain assets in the amount of $2.9 
million contributed to 1.6% of the decline.  Also contributing to

                                       15

<PAGE>

the decline was the increase of activity in the lower margin business dining 
and education markets and a decline in margins at several recreation and 
leisure and convention center units including the Coral Sky Amphitheatre, 
Albuquerque Convention Center, Concord Pavilion and Dayton Convention Center.

     GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative 
expenses increased to $21.5 million (or 12.0% of net sales) for the nine 
months ended September 24, 1997 from $10.9 million (or 10.9% of net sales) 
for the nine months ended September 25, 1996.  The increase was attributable 
primarily to the continued investment in accounting, sales personnel and 
training to support the Company's growing base of business.  In addition, 
there were significant expenses relating to the performance of duplicate 
functions by personnel at the following companies:  PCS, Republic, Service 
Dynamics, Serv-Rite, Statewide and Best.  A portion of these costs were 
eliminated at the end of 1997, with the remainder expected to be eliminated 
through 1998.

     OPERATING LOSS.  Operating loss increased to $10.4 million for the nine 
months ended September 24, 1997 from $1.4 million for the nine months ended 
September 25, 1996, primarily as a result of the factors discussed above.

     INTEREST EXPENSE.  Interest expense decreased to approximately $1.3 
million for the nine months ended September 24, 1997 from $2.3 million for 
the comparable year ago period, due primarily to decreased debt resulting 
from the repayment of certain obligations under the Company's credit facility 
with the net proceeds from the initial and follow-on public offerings.

LIQUIDITY AND CAPITAL RESOURCES

     Cash flow from operating activities was a use of funds of approximately 
$14.8 million and $4.8 million  for the nine months ended September 24, 1997 
and September 25, 1996, respectively.  The use of funds from operations 
resulted primarily as a result of the expansion into the Education, 
Corrections and Healthcare markets.

     EBITDA was $(3.6) million or (1.8)% of net sales, compared to $1.3 
million or 1.4% of net sales for the nine months ended September 24, 1997 and 
September 25, 1996, respectively.  EBITDA represents earnings before interest 
expense, income tax expense, depreciation and amortization.  EBITDA is not a 
measurement in accordance with GAAP and should not be considered an 
alternative to, or more meaningful than, income from operations, net income 
or cash flows as defined by GAAP as a measure of the Company's profitability 
or liquidity. 

     Cash flows used in investing activities were approximately $51.9 million 
and $11.3 million for the nine months ended September 24, 1997 and September 
25, 1996, respectively. The increase in use of funds was primarily a result 
of investments in acquired companies, new contract investments and purchases 
of fixtures and equipment.  The Company has funded its capital requirements 
from a combination of debt and equity financing.
               
     At September 24, 1997, the Company had outstanding commitments to invest 
$20 million related to the procurement of certain contracts.

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

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

                                       16
<PAGE>

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

     On December 30, 1996, the Company acquired Service Dynamics for a 
purchase price of approximately $3.0 million.  On January 23, 1997 the 
Company acquired Serv-Rite for a purchase price of approximately $8.0 
million.  

     With respect to the foregoing acquisitions, the Company is eliminating 
certain redundant operations through closings of offices and termination of 
excess personnel relating to these acquisitions.
               
     At December 25, 1996 the Company's current liabilities exceeded its 
current assets, resulting in a working capital deficit of $3.7 million .  On 
February 12, 1997, the Company completed the Follow-On Offering, resulting in 
net proceeds to the Company of approximately $59.1 million after deducting 
underwriting discounts and certain expenses.  The proceeds of the follow on 
offering were used to repay obligations under the Company's then existing 
credit agreement and for general working capital purposes.
               
     On July 30, 1997, the Company entered into the Fourth Amended and 
Restated Loan Agreement (the "Credit Facility"), 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 "Credit Facility").  The Credit 
Facility 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 Credit 
Facility 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%.   As discussed in Note 4 to the 
Consolidated Financial Statements, the Company is currently in default under 
certain provisions of the Credit Facility, and on December 15, 1997 the 
Administrative Agent notified the Company that it would no longer extend 
loans to the Company under the Credit Facility.  In addition, on March 12, 
1998, the Credit Facility was amended to terminate the commitments of the 
banks thereunder, except with respect to the $10 million MSA LC.

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

     As of September 24, 1997, the Company believed that the invested 
proceeds of the Notes and its Follow-On Offering, internally generated funds 
and amounts available under the Credit Facility were sufficient to satisfy 
the Company's then anticipated capital requirements for at least the next 
twelve months.

                                       17

<PAGE>

Part II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A)    Exhibits:

      11   Computations of Per Share Loss

      27   Financial Data Schedule

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

                                        18

<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:  April 14, 1998 

                                       19
<PAGE>

                                EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT NO.                         DESCRIPTION    
-----------                         -----------
   <S>                                 <C>
     11                             Computations of Per Share Loss

     27                             Financial Data Schedule 

</TABLE>