UNITED STATES

                       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 July 1, 1998

                                       OR

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

For the transition period from ________ to ___________

Commission file number:  000-28590


                              Fine Host Corporation


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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                        Yes   X      No __


The Registrant had 9,047,970 shares of common stock, $.01 par value, outstanding
as of August 14, 1998.


<PAGE>






                                TABLE OF CONTENTS

                         Part I - Financial Information


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

        * Consolidated Balance Sheets - July 1, 1998 and
          December 31, 1997                                               3

        * Consolidated Statements of Operations - Three and Six Months
          Ended July 1, 1998 and June 25, 1997                            4


        * Consolidated Statements of Cash Flows - Six Months Ended
          July 1, 1998 and June 25, 1997                                  5

        * Notes to Consolidated Financial Statements                    6 - 9


Item 2 - Management's Discussion and Analysis of Financial Condition and
------
         Results of Operations                                         10 - 14

Item 3 - Quantitative and qualitative disclosures about market risk      15
------

                           Part II - Other Information

Item 1 - Legal Proceedings                                               16
------

Item 5 - Other Information                                               17
------

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

       - Signature                                                       19

       - Exhibit Index                                                   20

       - Financial Data Schedule                                         21

<PAGE>






Part I.  Financial Information
Item 1.  Financial Statements


                     FINE HOST CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                  (amounts in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                           July 1, 1998           December 31, 1997
                                                                           ------------           -----------------
                                                                           (unaudited)
<S>                                                                          <C>                       <C>
Current assets:
  Cash and cash equivalents                                                  $  80,612                $  109,722
  Accounts receivable, net of allowance for bad debts                           32,702                    29,712
  Inventories                                                                    5,461                     6,241
  Prepaid expenses and other current assets                                      2,800                     1,940
                                                                            ----------                 ---------
       Total current assets                                                    121,575                   147,615

Contract rights, net                                                            33,219                    36,152
Fixtures and equipment, net                                                     22,323                    24,269
Excess of cost over net assets acquired, net                                    51,487                    55,551
Contract loans and notes receivable                                             26,902                    15,481
Other assets                                                                     9,854                    11,110
                                                                           -----------                ----------
       Total assets                                                           $265,360                  $290,178
                                                                              ========                  ========

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                                      $  39,524                  $ 41,270
  Current portion of capital lease obligations                                     423                       464
  Current portion of subordinated debt                                           2,653                     2,219
                                                                           -----------                ----------
       Total current liabilities                                                42,600                    43,953

Convertible subordinated notes                                                 175,000                   175,000
Capital lease obligations                                                          399                       574
Subordinated debt                                                                3,409                     5,187
                                                                            ----------                ----------
       Total liabilities                                                       221,408                   224,714
                                                                            ----------                ----------


Stockholders' equity:

  Common Stock, $.01 par value, 25,000 shares authorized,
  9,048 and 9,060 issued and outstanding at
  July 1, 1998 and December 31, 1997, respectively                                  91                        91
  Treasury Stock, 12 shares at July 1, 1998                                        (74)                        -
  Additional paid-in capital                                                   102,949                   102,949
  Accumulated deficit                                                          (58,932)                  (37,420)
  Receivables from stockholders for purchase of Common Stock                       (82)                     (156)
                                                                            -----------               -----------
       Total stockholders' equity                                               43,952                    65,464
                                                                            -----------               -----------
       Total liabilities and stockholders' equity                             $265,360                 $ 290,178
                                                                            ===========               ===========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

<PAGE>


                     FINE HOST CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  (amounts in thousands, except per share data)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                 Three Months Ended                    Six Months Ended
                                                                --------------------                --------------------- 
                                                                July 1,     June 25,                July 1,     June 25,
                                                                 1998         1997                    1998         1997
                                                               --------     --------                --------    -------- 
<S>                                                             <C>         <C>                     <C>         <C>
Net sales                                                       $74,273     $57,231                 $159,269    $111,564
Cost of sales                                                    69,623      54,265                  147,601     103,749
                                                                -------     --------                --------     -------
  Gross profit                                                    4,650       2,966                   11,668       7,815
General and administrative expenses                               8,241       6,847                   16,860      14,492
Special  and restructuring charges                                2,525           -                    7,457           -
Provision for asset impairment and disposal                       6,521         675                    6,636         675
                                                                -------     --------                --------     -------
  Loss from operations                                          (12,637)     (4,556)                 (19,285)     (7,352)
Interest expense, including amortization of debt issuance costs   2,601         505                    5,624       1,196
Interest income                                                   1,495         222                    3,477         381
                                                                -------      -------                --------     -------
  Loss before income tax expense (benefit)                      (13,743)     (4,839)                 (21,432)     (8,167)
Income tax expense (benefit)                                         40      (1,259)                      80      (2,109)
                                                                -------      -------                --------     -------
  Net loss                                                     $(13,783)    $(3,580)                $(21,512)   $ (6,058)
                                                               =========    ========                =========   =========
Basic and  diluted loss per share
   of Common Stock                                             $  (1.52)    $  (.40)                $  (2.38)   $   (.73)
                                                               =========    ========                =========   =========
Average number of shares
   of Common Stock outstanding                                    9,051       8,904                    9,055       8,314
                                                               =========    ========                =========   =========
       
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


<PAGE>





                     FINE HOST CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                  (amounts in thousands, except per share data)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                     Six Months Ended
                                                                                 July 1,         June 25,
                                                                                  1998             1997
                                                                               ----------       ---------
<S>                                                                             <C>              <C>
Cash flows from operating activities:
Net loss                                                                        $(21,512)        $(6,058)
Adjustments to reconcile net loss to net cash used in
   operating activities:
   Depreciation and amortization                                                   5,518           4,291
   Amortization of debt issuance costs                                               468             226
   Deferred income tax benefit                                                         -          (2,209)
   Asset impairment losses and loss on sale of fixtures & equipment                3,352             675
   Loss on disposition of businesses                                               3,284               -
   Special and restructuring charges                                               7,457               -
   Provision for bad debts                                                           366               -
   Changes in operating assets and liabilities,  net of effects from acquisition
    of businesses:
     Accounts receivable                                                          (2,761)         (1,786)
     Inventories                                                                     643            (570)
     Prepaid expenses and other current assets                                      (869)           (157)
     Accounts payable and accrued expenses                                       (10,705)          1,882
   Decrease (increase) in other assets                                              (110)          1,570
                                                                               ----------      ----------
          Net cash used in operating activities                                  (14,869)         (2,136)
                                                                               ----------      ----------
 
Cash flows from investing activities:
     Direct payments to acquire contracts                                           (139)            (75)
     Purchases of fixtures and equipment                                          (2,483)         (4,186)
     Proceeds from disposal of businesses                                            593               -
     Acquisition of businesses, net of cash acquired                                 591         (11,500)
     Issuance of contract notes receivable                                       (11,808)              -
     Collection of notes receivable                                                  565              39
                                                                               ----------      ----------
      Net cash used in investing activities                                      (12,681)        (15,722)
                                                                               ----------      ----------

Cash flows from financing activities:
     Proceeds from issuance of common stock                                            -          59,191
     Payment of capital leases and long-term debt                                   (216)        (27,449)
     Payment of subordinated debt                                                 (1,344)         (2,849)
     Proceeds from exercise of options                                                 -             376
                                                                               ----------       ---------
      Net cash (used in ) provided by financing activities                        (1,560)         29,269
                                                                               ----------       ---------

Net (decrease) increase in cash                                                  (29,110)         11,411
Cash, beginning of period                                                        109,722           4,747
                                                                               ----------       ---------
Cash, end of period                                                              $80,612         $16,158
                                                                               ==========       =========

</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

<PAGE>


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

1.   Description of Business

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

     References  herein to "we" and "our"  refer to Fine  Host  Corporation  and
consolidated subsidiaries unless the context specifically requires otherwise.

2.   Summary of Significant Accounting Policies

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

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  The unaudited financial  statements include all
adjustments,  all of  which  are of a normal  recurring  nature,  which,  in the
opinion of management,  are necessary for a fair  presentation of the results of
operations  for the three  months and six months ended July 1, 1998 and June 25,
1997. The accompanying  unaudited  consolidated  financial  statements should be
read in conjunction  with the consolidated  financial  statements of the Company
and notes  thereto for the fiscal year ended  December 31, 1997  included in the
Company's Annual Report on Form 10-K.

     Use of Estimates - The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements,  and the  reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

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

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

     Basic and Diluted Loss Per Share - In December  1997,  the Company  adopted
Statement of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  per
Share".  Under SFAS No. 128,  basic  earnings per share is based on the weighted
average number of common shares  outstanding  during the year,  whereas  diluted
earnings  per share also gives effect to all dilutive  potential  common  shares
that were  outstanding  during the  period.  Dilutive  potential  common  shares
include preferred stock, stock options, warrants and convertible notes.





<PAGE>




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

     Accounting  Pronouncements - In June 1997, the FASB issued SFAS No. 130,
"Reporting  Comprehensive  Income".  SFAS No. 130  establishes  standards for
the reporting and display of  comprehensive  income and its  components
(revenues, expenses,  gains and losses) in a full set of  general-purpose
financial  statements.  SFAS No. 130 is  effective  for fiscal years beginning
after December 15, 1997.  The adoption of SFAS No. 130 does not have an impact
on the Company.

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

     In  June 1998, the FASB  issued SFAS No. 133, "Accounting for Derivative
Instruments And Hedging Activities."  SFAS No. 133  establishes  accounting
and reporting  standards for  derivative  instruments  and hedging  activities.
SFAS No.  133 is  effective  for all fiscal  quarters  of fiscal  years
beginning  after June 15,  1999.  The  adoption  of SFAS No. 133 does not have
a material impact on the Company.

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

3.   Special And Restructuring Charges

     On February  6, 1998,  the  Company  filed a Current  Report on Form 8-K in
which the Company's financial  statements for the years ended December 25, 1996,
December  27,  1995 and  December  28,  1994  were  restated  from  the  amounts
previously   reported  to  (i)  reflect  certain  items  previously   improperly
capitalized  as period  costs;  (ii) adjust  previously  recorded  reserves  and
accruals for certain items; (iii) expense items that had previously been charged
to inappropriately  established acquisition liabilities;  (iv) write-off certain
non-performing  assets;  (v)  properly  recognize  revenue  related  to  certain
contracts and  agreements;  and (vi) record  adjustments  for the  settlement of
certain terminated  contracts.  All previously filed Form 10-Qs for 1997 and the
1996  10-K  have  been  amended  and  filed  with the  Securities  and  Exchange
Commission to reflect the restatement ("the Restatement").

     In connection with the Restatement, the Company incurred costs in the three
and  six  months  ending  July  1,  1998  of  approximately  $1,714  and  $6,646
representing  the costs of legal,  accounting  and management  consulting  fees,
severance  and the cost of  rescinding  the 10 year  lease  that was  signed  in
October  1997 for the  relocation  of its  corporate  headquarters.  The Company
expects to incur  additional  costs  during the  remainder  of 1998 to cover the
costs of legal, accounting and management consulting fees.

     In addition,  in connection with management's  turnaround and business plan
(the  "Plan"),  the  Company has  incurred  and  anticipates  that it will incur
additional  restructuring  charges  throughout  the  remainder  of  1998.  These
charges,  which included  severance and other  incremental costs associated with
the Plan, totaled $811 for the three and six month periods ended July 1, 1998.

4.   Provision For Asset Impairment And Disposal

     As part of its  implementation  of the Plan,  during the three month period
ended July 1, 1998 the Company completed the disposition of nine Business Dining
contracts  and  one  Recreation  and  Leisure  contract.  The  net  loss  on the
disposition of the assets related to these contracts,  which included inventory,
fixtures and equipment and  allocated  goodwill  and contract  rights,  totaled
$3,284. In addition, the Company recorded an impairment loss of $3,247 on assets
held for sale and on operations to be closed. The impairment loss relates to the
sale of 17 Business Dining contracts,  the closing of 13 gift shops, the closing
of a data  processing  operation  and the  sale of one  recreation  and  leisure
contract.  The sale of the seventeen  Business Dining contracts was completed in
July 1998 and the Company is actively pursuing a buyer for the assets related to
the Recreation and Leisure contract. Twelve of the gift shops were closed by the
end of July 1998.  Also  included in this caption are net losses on the disposal
of

<PAGE>

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

     fixtures and equipment in the ordinary  course of business which totaled 
$105 for the six months ended July 1, 1998.


5.   Accounts Payable and Accrued Expenses

     Accounts payable and accrued expenses consist of the following:

                                                         July 1,  December 31,
                                                           1998           1997
                                                         -------  ------------

   Accounts payable                                      $9,731        $11,794
   Accrued wages and benefits                             8,546          8,275
   Accrued rent to clients                                3,421          4,070
   Severance, fees and other liabilities relating to
      acquisition of businesses                           4,262          4,755
   Deferred income                                        2,967          3,138
   Accrued interest                                       1,882          1,836
   Accrued other, including sales tax liabilities         8,715          7,402
                                                      ---------      ---------
      Total                                             $39,524        $41,270
                                                        =======        =======




6.   Convertible Subordinated Notes

     On October 27, 1997,  the Company  issued $175.0  million of 5% Convertible
Subordinated  Notes due 2004 (the  "Convertible  Notes") in a private  placement
under  Rule  144A of the  Securities  Act of 1933.  The  Convertible  Notes  are
unsecured  obligations of the Company and are convertible into common stock at a
conversion price of $44.50 per share. The net proceeds of $169.1 million,  after
deducting discounts and certain expenses, were used to repay approximately $50.0
million in  outstanding  obligations  under the  Company's  then  existing  $200
million  credit  facility.  The  remaining  proceeds were invested in short-term
investments in accordance with the Company's  investment  policy.  In connection
with the Company's  private  offering of the Convertible  Notes, the Company had
agreed to file a shelf Registration Statement, which would cause the Convertible
Notes to be  freely  tradable.  The  Company  has been  unable to file the shelf
Registration Statement and, therefore, is obligated to pay liquidated damages on
the Convertible Notes, from January 25, 1998, in the amount of $.05 per week per
thousand  dollar  principal  amount,  subject to increase  every quarter up to a
maximum of  approximately  1.3% per annum.  At July 1, 1998,  the interest  rate
including liquidated damages was 5.52%.


7.   Income Taxes

     For the six and the three months ended July 1, 1998, the Company recorded a
state tax provision of $80 and $40, respectively.  In addition, the Company had,
for Federal income tax reporting,  an estimated net operating loss carry forward
of approximately $45,900 that expires at various dates through 2012.


<PAGE>


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



8.   Loss Per Share

     SFAS No. 128 requires the disclosure of a reconciliation  of the numerators
and   denominators  of  the  basic  and  diluted  per  share   computations  for
income/loss.  Since the  inclusion of dilutive  potential  common  shares (stock
options and convertible notes) would be antidilutive, meaning inclusion of these
potential  common shares would  decrease loss per share  amounts,  the Company's
calculation of basic and diluted earnings per share are the same.


                            Three Months Ended              Six Months Ended
                         July 1, 1998 June 25, 1997   July 1, 1998 June 25, 1997
Net Loss                    $(13,783)      $(3,580)      $(21,512)      $(6,058)
Basic and diluted shares       9,051         8,904          9,055         8,314
Basic and diluted per share $  (1.52)      $  (.40)      $  (2.38)      $  (.73)
                            =========      ========        =========    ========






<PAGE>

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

From time to time the Company and its representatives  may provide  information,
whether  orally or in writing,  including  certain  statements in this Form 10-Q
under this Item which are deemed to be  "forward-looking"  within the meaning of
the Private Securities  Litigation Reform Act of 1995 ("Litigation Reform Act").
These  forward-looking  statements and other information relating to the Company
are  based on the  beliefs  of  management  as well as  assumptions  made by and
information currently available to management.

The words "anticipate,"  "believe,"  "estimate," "expect," "intend," "will," and
similar expressions,  as they relate to the Company or the Company's management,
are intended to identify forward-looking statements. Such statements reflect the
current  views of the Company with  respect to future  events and are subject to
certain risks, uncertainties and assumptions.  Should one or more of these risks
or uncertainties materialize,  or should underlying assumptions prove incorrect,
actual results may vary materially  from those described  herein as anticipated,
believed,  estimated  or  expected.  The Company does not intend to update these
forward-looking statements.

In accordance with the Litigation Reform Act, we are making investors aware that
such "forward-looking" statements,  because they relate to future events, are by
their very nature  subject to many  important  factors  which could cause actual
results  to  vary  materially  from  those  contained  in the  "forward-looking"
statements.  These  factors  are  detailed  from  time to time in the  Company's
filings with the Securities and Exchange Commission.

The  Company  was formed in 1985 and has grown to become a leading  provider  of
food and beverage  concession,  catering and ancillary services to more than 900
facilities in 42 states.  The Company  targets six distinct  markets  within the
contract food service industry:  the recreation and leisure market  ("Recreation
and Leisure"), serving arenas, stadiums, amphitheaters,  civic centers and other
recreational  facilities;  the convention center market ("Convention  Centers");
the educational and school nutrition  markets  ("Education"),  which the Company
entered in 1994, serving colleges,  universities and since 1996,  elementary and
secondary  schools;  the business dining market ("Business  Dining"),  which the
Company entered in 1994,  serving  corporate  cafeterias,  office  complexes and
manufacturing  plants; the healthcare market  ("Healthcare"),  serving long term
care facilities and hospitals,  which the Company substantially entered in 1997;
and the corrections market ("Corrections"), serving prisons and jails, which the
Company entered in 1996.


Results of Operations

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

<TABLE>
<CAPTION>
                                                     Three Months Ended                    Six Months Ended
                                                    ---------------------                ---------------------
                                                    July 1,      June 25,                July 1,      June 25,
                                                     1998          1997                   1998          1997
                                                  ---------     ----------              ---------    ----------    
<S>                                                 <C>           <C>                     <C>          <C> 
Net sales                                           100.0%        100.0%                  100.0%       100.0%
Cost of sales before depreciation
and amortization                                     90.1          90.5                    89.3         89.5
Depreciation and amortization                         3.6           4.3                     3.4          3.5
                                                  ---------     ---------               ---------     --------
  Gross profit                                        6.3           5.2                     7.3          7.0
General and administrative expenses                  11.1          12.0                    10.6         13.0
Special and restructuring changes                     3.4             -                     4.7            -
Provision for asset impairment
and disposal                                          8.8           1.2                     4.2          0.6
                                                  ---------     ---------               ---------     --------
  Loss from operations                              (17.0)         (8.0)                  (12.2)        (6.6)
Interest expense, net of interest income              1.5           0.5                     1.3          0.7
                                                  ---------     ---------               ---------     --------
  Loss before income tax expense (benefit)          (18.5)         (8.5)                  (13.5)        (7.3)
Income tax expense (benefit)                          0.1          (2.2)                    0.0         (1.9)
                                                  ---------     ---------               ---------     --------
  Net loss                                          (18.6)%        (6.3)%                 (13.5)%       (5.4)%
                                                  =========     =========               =========     ========
</TABLE>

         The following table sets forth net sales  attributable to our principal
operating  markets,  expressed in dollars (in  thousands) and as a percentage of
total net sales:

<PAGE>
<TABLE>
<CAPTION>

                                                     Three Months Ended                   Six Months Ended
                                                    ---------------------              ----------------------
                                                  July 1,         June 25,            July 1,           June 25,
                                                   1998             1997               1998               1997
                                              -------------    -------------       -------------     -------------
       <S>                                   <C>       <C>    <C>       <C>       <C>       <C>     <C>       <C>
       Recreation and Leisure                $10,336   13.9%  $11,536   20.2%     $18,419   11.6%   $19,711   17.7%
       Convention Centers                     12,664   17.1    15,961   27.9       32,996   20.7     33,201   29.8
       Education                              20,644   27.8    12,702   22.2       45,944   28.8     26,624   23.9
       Business Dining                        15,698   21.1    13,998   24.5       31,977   20.1     26,261   23.5
       Health Care                             8,411   11.3       804    1.4       16,825   10.6      1,638    1.5
       Corrections                             5,427    7.3       910    1.6       10,776    6.8      1,744    1.6
       Other                                   1,093    1.5     1,320    2.2        2,332    1.4      2,385    2.0
                                            --------  ------  -------  ------    --------  ------  --------  ------
                  Total                      $74,273  100.0%  $57,231  100.0%    $159,269  100.0%  $111,564  100.0%
                                            ========  ======  =======  ======    ========  ======  ========  ======
</TABLE>

   A  significant   portion  of  our  growth  to  date  has  been  derived  from
acquisitions.,  We acquired five  companies in the 1997 fiscal year. In December
1996, we acquired  Service  Dynamics  Corp.  ("Service  Dynamics"),  serving the
Business  Dining and Education  markets,  for a purchase price of  approximately
$3.0 million. In January 1997, we acquired Serv-Rite Corporation  ("Serv-Rite"),
serving the  Business  Dining and  Education  markets,  for a purchase  price of
approximately  $8.0 million.  In August 1997, we acquired  Statewide  Industrial
Catering,  Inc.  ("Statewide"),  serving the Education market, for approximately
$3.2  million and Best,  Inc.  ("Best"),  serving the  Healthcare,  Corrections,
Education and Business  Dining  markets,  for  approximately  $26.0 million.  In
October 1997, we acquired Total Food Service Direction, Inc. ("Total"),  serving
the Business Dining market, for approximately  $4.9 million.  The purchase price
for each of the foregoing  acquisitions  includes debt assumed by the Company as
part of the acquisition.  We continue to eliminate certain redundant  operations
through  closings of offices and termination of excess personnel from certain of
the acquired companies.


Three Months Ended July 1, 1998 Compared to Three Months Ended June 25, 1997

    Net Sales.  Our net sales  increased  29.8% to $74.2  million  for the three
months ended July 1, 1998 from $57.2 million for the three months ended June 25,
1997.

   Recreation and Leisure  decreased  10.4% from $11.5 million to $10.3 million.
Same unit  performance  decreased  16.2% or $1.7 million  versus the  comparable
prior year period.  This decrease was primarily a result of lower  attendance at
Florida  Marlins  baseball  games,  and  fewer  events  scheduled  at two of the
amphitheaters that we service.  In addition,  lost business accounted for a $1.0
million  decline  as a  result  of the  Onondaga  County  War  Memorial  Complex
("OnCenter")  decision to provide its food service internally and the expiration
of contracts for Montage Mountain and Lackawanna County Stadium. These decreases
were partially  offset by new business which accounted for 14.3% or $1.5 million
of net sales and were  primarily  related  to the Oregon  Museum of Science  and
Industry and The Theatre at Bayou Place.

   Convention centers decreased 20.7% to $12.7 million from $16.0 million.  This
decrease  was  primarily  attributable  to  the  performance  at  Orange  County
Convention Center ("OCCC"), which accounted for $2.4 million or 72% of the total
decrease.  This was due to the timing of events  from year to year.  The decline
was in line  with our  expectations.  OCCC 1998  first  quarter  net sales  were
significantly  above 1997, so that on a year-to-date  basis their net sales were
level  with  1997.  In  addition,  the loss of the  OnCenter  Convention  Center
unfavorably  impacted net sales by $0.5 million.  Our contract with OCCC expired
effective  August 8, 1998.  Net sales and gross profit at OCCC for the six month
period ended July 1, 1998 were $9.3 million and $0.5 million,  respectively  and
for the year ended  December  31,  1997 were  $17.6  million  and $1.2  million,
respectively.

   Education  increased  62.5% to $20.6  million from $12.7  million.  Same unit
performance  increased  3.6% or $0.4  million  over the  comparable  prior  year
period.  New and acquired business  accounted for approximately  $8.6 million or
42% of net  sales.  Our  School  district  business  increased  by $5.8  million
primarily  due to the  acquisition  of  Statewide  and  Best.  Higher  Education
increased  by $2.1  million due to the  acquisitions  of Total and Best and to a
lesser extent from new business at Alfred  University and Oregon Health Sciences
University.  These increases were partially  offset by the expiration of certain
contracts.

<PAGE>

    Business Dining increased 12.1% to $15.7 million from $14.0 million. New and
acquired  business  accounted for approximately 24% of net sales or $3.8 million
primarily from the acquisition of Total . These increases were partially  offset
by the  disposition  of the Republic  vending  business in December 1997 and the
Republic business dining accounts in April 1998.

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

    Corrections  increased  from $0.9 million to $5.4 million.  New and acquired
business  accounted  for  approximately  $4.6 million or 86% of net sales.  This
increase is attributable to the acquisition of Best.

     Gross Profit.  Gross profit increased to $4.6 million or 6.3% of net sales,
from $3.0 million or 5.2% of net sales for the comparable 1997 period. The gross
profit  percentage  improved due to lower  depreciation  and  amortization  as a
percentage  of net sales as well as improved  purchasing  power  gained from the
increased volumes of food and beverages purchased from our vendors.

     General and Administrative  Expenses.  General and  administrative  ("G&A")
expenses  increased to $8.2 million for the three months ended July 1, 1998 from
$6.8  million  for the three  months  ended  June 25,  1997.  The  increase  was
primarily attributable to the overhead of acquired companies, particularly Best,
Total and Statewide.  However,  as a percentage of net sales,  G&A declined from
12.0% to 11.1%.  We  intend to  continue  to  reduce  the G&A % by  implementing
continued  productivity  initiatives  and  expense  controls  especially  in our
Education and Business Dining market areas.

   Special and  Restructuring  Charges.  In connection with the Restatement,  we
incurred costs of $1.7 million in the three months ended July 1, 1998 for legal,
accounting and management  consulting fees. In addition,  restructuring  charges
totaled $0.8  million,  primarily  representing  professional  fees and employee
severance related to the implementation of the Plan.

   Provision for Asset Impairment and Disposal. As part of the implementation of
our Plan,  during the three month  period  ended July 1, 1998 we  completed  the
disposition  of nine Business  Dining  contracts and one  Recreation and Leisure
contract.  The loss on the disposition of the assets related to these contracts,
which  included  inventory,  fixtures and equipment and  allocated  goodwill and
contract rights,  totaled $3.3 million.  In addition,  we recorded an impairment
loss of $3.2 million on assets held for sale and on operations to be closed. The
impairment loss relates to the sale of 17 Business Dining and one Recreation and
Leisure  contract,  the  closing  of 13 gift  shops  and the  closing  of a data
processing operation. The sale of the 17 Business Dining contracts was completed
in July 1998 and we are actively  pursuing a buyer for the assets related to the
Recreation and Leisure contract. Twelve of the gift shops were closed by the end
of July 1998. Net sales and gross profit for all of the businesses sold or to be
sold for the six month  period  ended July 1, 1998 were $6.1  million and $(0.5)
million,  respectively  and for the year  ended  December  31,  1997 were  $14.2
million and $(0.6) million,  respectively.  The prior year provision  related to
the write down of a contract loan related to a Recreation  and Leisure  contract
that had been terminated.

    Operating  Loss.  Operating  loss  increased to $12.6  million for the three
months ended July 1, 1998, from $4.6 million for the three months ended June 25,
1997, primarily as a result of the factors discussed above.

     Interest Expense, Net. Interest expense, net of interest income,  increased
to $1.1  million for the three  months  ended July 1, 1998 from $0.3 million for
the 1997 period due to  increased  debt levels  resulting  from the  Convertible
Notes.



Six Months Ended July 1, 1998 Compared to Six Months Ended June 25, 1997

   Net Sales. Our net sales increased 42.8% to $159.3 million for the six months
ended July 1, 1998 from $111.6 million for the six months ended June 25, 1997.

<PAGE>

   Recreation  and Leisure  decreased  6.6% from $19.7 million to $18.4 million.
Same unit performance decreased 8.8% or $1.5 million versus the comparable prior
year period.  The  decrease  was  primarily  the result of lower  attendance  at
Florida  Marlins  baseball  games  and  fewer  events  scheduled  at  two of the
amphitheaters that we service.  In addition,  lost business accounted for a $2.6
million decline as a result of the OnCenter decision to provide its food service
internally and the contracts at Montage  Mountain and Lackawanna  County Stadium
contracts have expired.  These  decreases were partially  offset by new business
which accounted for $2.8 million or 15.2% of net sales and was primarily related
to the Arizona Memorial Coliseum, the Oregon Museum of Science and Industry, and
The Theatre at Bayou Place.

   Convention  centers net sales of $33.0  million were  comparable to the $33.2
million  reported in the year ago period.  New  business at  Westchester  County
Center and  increased net sales at the Oregon  Convention  Center were offset by
the loss of the  OnCenter  Convention  Center  and  lower  net sales at the D.L.
Lawrence Convention Center.

   Education  increased  72.6% to $45.9  million from $26.6  million.  Same unit
performance  increased  6.3% or $1.6  million  over the  comparable  prior  year
period. New and acquired business  accounted for approximately  $20.0 million or
44% of net sales.  School district business increased by $13.4 million primarily
due to the acquisition of Statewide and Best. Higher Education increased by $5.9
million due to the  acquisitions  of Total and Best and to a lesser  extent from
new business at Alfred University and Oregon Health Sciences  University.  These
increases  were partially  offset by the expiration of certain  contracts in the
normal course of business.

   Business Dining increased 21.8% to $32.0 million from $26.3 million.  New and
acquired  business was $9.7 million or approximately  30% of net sales primarily
from the  acquisition  of Total and one  additional  month of activity  from the
Serv-Rite business.  These increases were partially offset by the disposition of
the Republic vending business in December 1997 and the Republic  business dining
accounts in April 1998.

   Healthcare  increased from $1.6 million to $16.8 million.  The acquisition of
Best accounted for approximately $15.3 million or 91% of the net sales.

   Corrections  increased from $1.7 million to $10.8  million.  New and acquired
business  accounted  for  approximately  $9.2 million or 85% of net sales.  This
increase is attributable to the acquisition of Best.

    Gross  Profit.  Gross  profit was $11.7  million as compared to $7.8 million
achieved for the comparable 1997 period.  The gross profit  percentage  remained
relatively  constant  at 7.3 % vs.  7.0% of net sales.  A decline in  Convention
Center margins (especially at OCCC, Albuquerque, Tarrant County and Bayside) and
an  increase  in  absolute  dollar  profits  from the  lower  margin  Healthcare
businesses  was more  than  offset  by  improved  margins  in most of our  other
markets.

    General and Administrative Expenses. G&A expenses increased to $16.9 million
for the six  months  ended July 1, 1998 from  $14.5  million  for the six months
ended June 25, 1997. The increase was primarily  attributable to the overhead of
acquired  companies,  particularly  Best,  Total and  Statewide.  However,  as a
percentage of net sales, G&A declined from 13.0% to 10.6%. We intend to continue
to reduce  the G&A % by  implementing  continued  productivity  initiatives  and
expense controls especially in our Education and Business Dining market areas.

    Special and Restructuring  Charges.  In connection with the Restatement,  we
incurred  costs of $6.7  million  in the six months  ended  July 1,  1998,  $6.1
million for the costs of legal,  accounting and management  consulting  fees and
$0.6 million for the cost of rescinding, in January 1998, the 10 year lease that
was signed in October 1997 for the relocation of its corporate headquarters.  In
addition,  restructuring  charges totaled $0.8 million,  primarily  representing
professional fees and employee  severance  related to the  implementation of the
Plan.

    Provision for Asset  Impairment  and Disposal.  See the  discussion in
"Three Months Ended July 1, 1998 Compared to Three Months Ended June 25, 1997."

    Operating Loss. Operating loss increased to $19.3 million for the six months
ended July 1, 1998,  from $7.4  million for the six months  ended June 25, 1997,
primarily as a result of the factors discussed above.

<PAGE>

    Interest Expense,Net. Interest expense, net of interest income, increased to
$2.1  million  for the six months  ended July 1, 1998 from $0.8  million for the
1997  period due to the  increased  debt level  resulting  from the  Convertible
Notes.



Liquidity and Capital Resources

   At July 1, 1998,  we had cash and cash  equivalent  balances of $80.6 million
and our current assets of $121.6 million exceeded  current  liabilities of $42.6
million,  resulting in working  capital of $79.0 million.  The cash balances are
primarily  attributable  to the proceeds  from the  issuance of the  Convertible
Notes in October 1997.  Working capital was $103.7 million at December 31, 1997.
For the six months ended July 1, 1998,  operating EBITDA,  excluding the special
and  restructuring  charges and the provision for asset impairment and disposal,
was a positive $0.4 million.  The decline in working capital primarily  resulted
from $12.7 million of capital  expenditures as discussed below,  $6.2 million of
seasonal  working  capital  changes  and  payments  relating  to the special and
restructuring  charges,  an interest  payment on the  Convertible  Notes of $4.5
million and scheduled debt principal payments of $1.6 million.

    Cash flows used in investing activities were approximately $12.7 million and
$15.7  million  for the six  months  ended  July 1,  1998  and  June  25,  1997,
respectively,  the  principal  components  of which are  contract  loans for the
Baltimore  Ravens and Orlando  Airport  contracts  and purchases of fixtures and
equipment in 1998 as well as the  acquisition of Service  Dynamics and Serv-Rite
in 1997.

   In October 1997, we issued, through a private placement pursuant to Rule 144A
under the Securities Act of 1933, the Convertible  Notes. The Convertible  Notes
are unsecured  obligations of the Company and are convertible  into common stock
at a conversion  price of $44.50 per share.  The net proceeds of $169.1 million,
after deducting underwriting discounts and certain expenses,  were used to repay
approximately  $50.0 million in  outstanding  debt under a then existing  credit
facility. The remaining net proceeds were invested in short term investments. In
connection with the offering of the  Convertible  Notes, we had agreed to file a
shelf  registration  statement,  which would cause the  Convertible  Notes to be
freely tradeable.  We have been unable to file the shelf Registration  Statement
and,  therefore,  are  obligated to pay  liquidated  damages on the  Convertible
Notes, from January 25, 1998, in the amount of $.05 per week per thousand dollar
principal  amount,  subject  to  increase  every  quarter  up  to a  maximum  of
approximately  1.3% per annum.  At July 1, 1998,  the  interest  rate  including
liquidated damages was 5.52%.

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

   We have developed a comprehensive  turnaround and business plan (the "Plan"),
and have extensively reviewed the business base underlying the contracts for our
approximately  900 operating  locations.  This process was  undertaken  with the
assistance of our outside management consultants and approximately 30 members of
our management  team. Among other things,  the Plan  contemplates a reduction in
overhead through the  consolidation of duplicative  accounting sites acquired as
part of the  1996  and  1997  acquisitions,  a  consolidation  of the  Company's
Education and Business Dining and School Nutrition  Services divisions under one
leadership,  together  with a reduction in  duplicative  field  overhead,  and a
reduction of both food and labor costs through continuing efforts in procurement
and labor scheduling. There can be no assurance, however, that such cost savings
can be achieved.  In connection with the Plan, we incurred professional fees and
employee  severance  costs of $0.8 million during the second quarter of 1998 and
anticipate that we will incur additional  severance and other  incremental costs
during the remainder of 1998. These costs are included in restructuring  charges
in the consolidated statement of operations.

   Management  has  met  with  certain  holders  (the  "Note  Holders"),  of the
Company's  Convertible Notes, who have formed a committee comprised of the three
largest present Note Holders, holding in excess of $100 million of the aggregate
$175 million of  Convertible  Notes issued in October 1997. Our cash position at
July 1, 1998 was $80.6  million,  which we believe will be sufficient to satisfy
our cash  requirements  for at least the next  twelve  months.  Accordingly,  we
believe it is unlikely  in 1998,  that cash flow  demands  will be made upon the
Company  which we will be unable to satisfy from our present  cash  position and
operations.  However,  if  the  plaintiffs  prevail  in  the  Note  Holders  and
stockholders suits described in Part II Item 1 - Legal Proceedings,  the outcome
could have a material adverse effect on the our financial  position,  results of
operations and cash flows. Capital to meet these potential cash flow demands may
not be available to the Company when required.

<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

   Not applicable.

<PAGE>

Part II.  Other Information
Item 1.  Legal Proceedings


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

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

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

    Between  December  15, 1997 and March 25, 1998,  13  purported  class action
lawsuits  were filed in the United  States  District  Court for the  District of
Connecticut  against the Company and certain of its  officers  and/or  directors
(the "Shareholder Litigation"). The complaints assert various claims against the
Company,  including  claims alleging  violations of Sections 10(b), and 20(a) of
the Securities Exchange Act of 1934 and/or violations of Sections 11, 12(2), and
15 of the Securities Act of 1933 and various rules  promulgated  thereunder,  as
well as fraud  and  negligent  misrepresentation.  On  February  13,  1998,  the
plaintiffs in the actions filed a Motion for  Consolidation  and for Appointment
as Lead  Plaintiffs  and for  Approval  of A  Selection  of  Lead  Counsel  (the
"Motion").  On March 25, 1998, the Motion was granted.  Lead Plaintiffs  filed a
Consolidated  Amended  Complaint on May 14, 1998. On June 29, 1998 Fine Host and
certain of the individual  defendants  moved to dismiss the claim asserted under
Section 11 of the Securities Act of 1933. The other individual  defendants moved
to dismiss the  complaint  in its  entirety.  The court has not yet ruled on the
Motions.

   On or about  January 30,  1998,  the  Company was named as a defendant  in an
action  arising out of the  issuance and sale in October 1997 of $175 million in
the  aggregate  principal  amount  of  the  Company's   Convertible  Notes.  The
plaintiffs  allegedly purchased the Convertible Notes in the aggregate principal
amount of $7.5 million.  The Amended  Complaint filed on or about April 22, 1998
in the United  States  District  Court for the  Southern  District  of New York,
alleges,  among  other  things,  that the  Offering  Memorandum  prepared by the
Company in connection with the offering contained  materially false information.
The complaint  asserts  various  claims  against the Company,  including  claims
alleging  violations  of  Sections  10(b),  18(a)  and  20(a) of the  Securities
Exchange Act of 1934 and various rules promulgated thereunder,  as well as fraud
and  negligent  misrepresentation.  The  relief  sought by  plaintiffs  includes
compensatory  damages of $1.5 million plus  interest,  punitive  damages of $0.5
million,  costs  and  disbursements,  and  attorneys'  fees.  On July 10,  1998,
Plaintiffs filed a Second Amended  Complaint.  On July 29, 1998, Fine Host moved
to dismiss the Section 10(b),  fraud and negligent  misrepresentation  counts of
the complaint. The other individual defendants moved to dismiss the complaint in
its entirety. The court has not yet ruled on the Motions. On August 7, 1998, the
Judicial  Panel  on  Multidistrict   Litigation  ordered  that  this  matter  be
transferred to the District of Connecticut  and, with the consent of that court,
be  assigned  to  the  judge  presiding  over  the  Shareholder  Litigation  for
coordinated  or   consolidated   pretrial   proceedings   with  the  Shareholder
Litigation.  If the  plaintiffs  prevail in such  suits,  the results of such an
outcome  could  have  a  material  adverse  effect  on the  Company's  financial
condition, results of operations and cash flows. Capital to meet these potential
obligations  from  sources  such as  selling  assets,  curtailing  expansion  or
proceeds from debt or equity  sources,  may not be available to the Company when
required.  (See Item 2 -  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations Liquidity and Capital Resources)

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


<PAGE>

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


Item 5.  Other Information.

Recent Developments

   Effective as of May 12, 1998,  Cynthia Robbins resigned as Vice President and
Controller of the Company.  Pursuant to a Separation and  Consulting  Agreement,
the Company retained Ms. Robbins for a period of eight months at a fee of $8,840
per month.  In addition,  the Company  agreed to indemnify Ms.  Robbins,  and to
advance  expenses,  to the fullest  extent  permitted  under  Section 145 of the
Delaware General Corporation Law.

   Mr. Robert F. Barney serves the Company  pursuant to an employment  agreement
dated as of June 30,  1995,  as amended on July 1, 1996,  March 17, 1997 and May
28, 1998 (the "Employment  Agreement").  Pursuant to the terms of the Employment
Agreement,  effective as of July 1, 1998, Mr. Barney resigned as Group President
--  Education  and Business  Dining of the  Company's  wholly owned  subsidiary,
Northwest Food Service, Inc. and is required to devote half of his business time
to Company affairs. As compensation for his services,  Mr. Barney is paid a base
salary of $100,000  and will  receive an  aggregate  of $35,000  for  relocation
expenses payable in July 1998 and June 30, 1999.

   On July 1, 1998 Gerald P. Buccino,  the Company's Chief Executive Officer was
elected  as a  director  of the  Company  to fill  the  vacancy  created  by the
resignation of Randy B. Spector, Class I director.

   On July 8, 1998, the Company  announced that its Common Stock would no longer
be traded on the Nasdaq National Market. The Company informed Nasdaq that it did
not expect to meet the conditions for continued  listing on the Nasdaq  National
Market.  The decision to discontinue  further appeals to Nasdaq was motivated by
management's  desire to focus its efforts on implementing the already  developed
turnaround and business plan to restructure the Company's business and financial
affairs. Since July 9, 1998 the Common stock has been traded on the OTC Bulletin
Board.

   On August 4, 1998 Norman B. Haberman, President of Scobrett Associates, Inc.,
a venture capital and consulting  firm, was elected a director of the Company to
fill the vacancy  created by the  resignation  of Richard E.  Kerley,  Class III
director.

   Our contract with OCCC expired  effective August 8, 1998. Net sales and gross
profit at OCCC for the six month period ended July 1, 1998 were $9.3 million and
$0.5 million,  respectively  and for the year ended December 31, 1997 were $17.6
million and $1.2 million, respectively.


<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

A) Exhibits

 *3.1   Restated Certificate of Incorporation

 *3.2   By-Laws

 *4.1   Specimen of Registrant's Common Stock Certificate

 10.17  Separation and Consulting Agreement dated as of May 12, 1998 between
        the Company and Cynthia Robbins.

 10.18  Third Amendment to Employment Agreement Between the Company, Northwest
        Food Service, Inc. and Robert F. Barney, dated as of May 28 ,1998

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


<PAGE>


                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


Fine Host Corporation


By:/s/ Catherine B. James
Catherine B. James
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)


Date:  August 20, 1998


<PAGE>


                                  EXHIBIT INDEX



Exhibit No.            Description

10.17                  Separation and Consulting Agreement dated as of May 12,
                       1998 between the Company and Cynthia Robbins.

10.18                  Third Amendment to Employment Agreement Between the
                       Company, Northwest Food Service Inc. and Robert F. Barney
                       dated as of May 28,1998

27                     Financial Data Schedule


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