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 March 31, 1999

                                       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
             (Exact name of registrant as specified in its charter)

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

             3 Greenwich Office Park
                 Greenwich, CT                               06831
     (Address of principal executive offices)             (Zip code)

                                (203) 629 - 4320
               (Registrant's telephone number including area code)

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          

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

       Yes         No            Not applicable.



Indicate the number of shares outstanding of each of the issuers' classes of
common stock, as of the latest practicable date.

Class                                        Outstanding as of May 14, 1999
-----                                        ------------------------------

Common stock, $.01 par value                        9,047,970 shares


<PAGE>





<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                         Part I - Financial Information
<S>                                                                                      <C>


                                                                                          Page No.
Item 1   -   Financial Statements (unaudited)                                             --------
------                                                                                    
         *   Consolidated Balance Sheets - March 31, 1999 and
             December 30, 1998                                                                1

         *   Consolidated Statements of Operations - Three Months
             Ended March 31, 1999 and April 1, 1998                                           2

         *   Consolidated Statements of Cash Flows - Three Months Ended
             March 31, 1999 and April 1, 1998                                                 3

         *   Notes to Consolidated Financial Statements                                     4 - 10

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

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

                           Part II - Other Information

Item 4   -   Submission of Matters to a Vote of Security Holders                             16
------

Item 6   -   Exhibits and Reports on Form 8-K                                                16
------

             Signature                                                                       17

</TABLE>

<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>

                                                                  March 31, 1999            December 30, 1998
                                                                  --------------            -----------------
                                                                   (unaudited)
<S>                                                                 <C>                         <C>   
                   ASSETS
Current assets:
    Cash and cash equivalents                                        $ 64,983                    $ 67,178
    Accounts receivable, less allowance of $2,728 and
       $1,999                                                          33,101                      37,090
    Inventories                                                         5,513                       6,197
    Prepaid expenses and other current assets                           5,212                       2,541
                                                                      -------                     -------
         Total current assets                                         108,809                     113,006

Contract rights, less accumulated amortization of
   $12,877 and $11,265                                                 29,447                      30,530
Fixtures and equipment, less accumulated depreciation
   and amortization of $13,065 and $12,392                             21,397                      20,563
Excess of cost over net assets acquired, less accumulated
   amortization of $7,701 and $7,580                                   47,688                      48,144
Contract loans and notes receivable                                    24,139                      24,178
Other assets                                                            6,474                       6,702
                                                                      -------                     -------
         Total assets                                                $237,954                    $243,123
                                                                      =======                     =======

    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                            $ 34,603                    $ 35,332
    Current portion of long-term obligations                              185                         306
    Current portion of subordinated debt                                2,255                       2,316
                                                                      -------                     -------
         Total current liabilities                                     37,043                      37,954

Convertible subordinated notes (subject to compromise)                175,000                     175,000
Long-term obligations                                                      65                         266
Subordinated debt                                                       2,092                       2,539
                                                                      -------                     -------
         Total liabilities                                            214,200                     215,759
                                                                      -------                     -------

Commitments and contingencies

Stockholders' equity:
Common Stock, $.01 par value, 25,000 shares authorized,
    9,060 issued                                                           91                          91
Treasury stock, 12 shares                                                 (74)                        (74)
Additional paid-in capital                                            102,949                     102,949
Accumulated deficit                                                   (79,129)                    (75,520)
Receivables from stockholders for purchase of Common Stock                (83)                        (82)
                                                                      -------                     -------
         Total stockholders' equity                                    23,754                      27,364
                                                                      -------                     -------
         Total liabilities and stockholders' equity                  $237,954                    $243,123
                                                                      =======                     =======
</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  
                                                                 -------------------------------------------
                                                                 March 31, 1999                April 1, 1998
                                                                 --------------                -------------
<S>                                                                 <C>                          <C> 
Net sales                                                            $76,514                      $84,996
Cost of sales                                                         70,361                       77,979
                                                                      ------                       ------
    Gross profit                                                       6,153                        7,017
General and administrative expenses                                    8,838                        8,560
Special and restructuring charges                                      1,674                        4,932
Gain (loss) on asset impairment and disposal                             269                         (174)
                                                                      ------                       ------
    Loss from operations                                              (4,090)                      (6,649)
Interest expense                                                         557                        3,023
Interest income                                                        1,158                        1,982
                                                                      ------                       ------
    Loss before income taxes                                          (3,489)                      (7,690)
Income tax expense                                                       120                           40
                                                                      ------                       ------
    Net loss                                                         $(3,609)                     $(7,730)
                                                                      ======                       ======

Basic and diluted loss per share of Common Stock                     $  (.40)                     $  (.85)
                                                                      ======                       ======

Average number of shares of Common Stock outstanding                   9,048                        9,060
                                                                      ======                       ======

</TABLE>


















     See accompanying notes to unaudited consolidated financial statements.


<PAGE>



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

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                 -----------------------------
                                                                                 March 31,             April 1,
                                                                                   1999                  1998  
                                                                                 --------              -------
<S>                                                                             <C>                  <C>   
Cash flows from operating activities:
Net loss                                                                         $(3,609)             $ (7,730)
Adjustments to reconcile net loss to net cash used in
   operating activities:
      Depreciation and amortization                                                2,435                 3,042
      (Gain) loss on asset impairment and disposal                                  (269)                  174
      Provision for doubtful accounts                                                729                   158
      Changes in operating assets and liabilities, net of effect from
         acquisition of businesses:
            Accounts receivable                                                    3,256                (3,267)
            Inventories                                                              650                   (83)
            Prepaid expenses and other current assets                             (2,745)                 (141)
            Accounts payable and accrued expenses                                   (733)                3,587
      Other assets                                                                  (503)                  292
                                                                                  ------               -------
         Net cash used in operating activities                                      (789)               (3,968)
                                                                                  ------               -------

    Cash flows from investing activities:
       Direct payments to acquire contracts                                           -                   (166)
       Purchases of fixtures and equipment                                        (2,196)               (1,534)
       Disposal of fixtures and equipment                                          1,378                    59
       Acquisition of businesses, net of cash acquired                                -                    591
       Collection of notes receivable                                                742                   121
       Issuance of contract notes receivable                                        (500)               (1,092)
                                                                                  ------               -------
          Net cash used in investing activities                                     (576)               (2,021)
                                                                                  ------               -------

    Cash flows from financing activities:
       Payment of long-term obligations                                             (322)                 (120)
       Payment of subordinated debt                                                 (508)                 (278) 
                                                                                  ------               -------
          Net cash used in financing activities                                     (830)                 (398)
                                                                                  ------               -------
Net decrease in cash                                                              (2,195)               (6,387)
Cash, beginning of period                                                         67,178               109,722
                                                                                  ------               -------
Cash, end of period                                                              $64,983              $103,335
                                                                                  ======               =======
</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)



   The unaudited  consolidated  financial  statements  include the accounts of
Fine Host Corporation and its wholly owned  subsidiaries  (the  "Company").  All
significant intercompany transactions and accounts have been eliminated.

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim  financial  information and with the  instructions to Form 10-Q and Rule
10-01 of Regulation  S-X.  Accordingly,  they do not include all the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the three months ended March 31, 1999 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December 29, 1999. 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
30, 1998 included in the Company's Annual Report on Form 10-K.

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

1.   Description of Business

     The Company  provides  contract food service  management to three  distinct
markets  within the contract food service  industry:  the recreation and leisure
market - arenas,  stadiums,  amphitheaters,  civic centers,  other  recreational
facilities and convention centers ("Recreation and Leisure");  the education and
business restaurants market - colleges,  universities,  elementary and secondary
schools,  corporate  cafeterias,   office  complexes  and  manufacturing  plants
("EBR");  and the healthcare and corrections market - long term care facilities,
hospitals,  prisons and jails  ("Healthcare  and  Corrections").  The Company is
subject to seasonal revenue variations  relating to (i) sports seasons at arenas
and stadiums and (ii) educational facilities.

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

2.   Chapter 11 Filing and Plan of Reorganization

     On  January  7,  1999  the   Company   filed  a  voluntary   petition   for
reorganization  under  Chapter  11 of Title 11 of the  United  States  Code (the
"Bankruptcy  Code") in the United  States  Bankruptcy  Court for the District of
Delaware  (the  "Bankruptcy   Court").   The  Company's   chapter  11  case  was
precipitated by the discovery of certain accounting  irregularities in December,
1997. As a result of these accounting  irregularities,  on February 6, 1998, the
Company  announced  that it was restating its  financial  statements  for fiscal
years 1994  through  1996,  and for the nine  months  ended  September  24, 1997
(collectively,  the  "Restatement").  In  connection  with the  discovery of the
accounting  irregularities,  certain  officers and directors of the Company were
immediately terminated.  In addition, a special committee of the Company's Board
of Directors  retained  the law firm of Schulte,  Roth & Zabel LLP to conduct an
investigation  in order to  determine  the nature  and extent of the  accounting
irregularities and to identify the persons who were responsible for the improper
activity.  This  investigation  resulted in a  comprehensive  report prepared by
Schulte Roth & Zabel LLP. All of the Company's officers, directors and employees
in any way  implicated  in the  accounting  irregularities  were  terminated  or
resigned  well  prior to the  commencement  of the  Company's  chapter  11 case.
Between  December 15, 1997 and March 20, 1998,  various lawsuits were instituted
against the Company seeking rescission and damages arising from the purchase and
sale  of  the  Company's  5%  Convertible   Subordinated  Notes  due  2004  (the
"Convertible Notes") and common stock ("Common Stock").  Commencing in May 1998,
the  Company  initiated  a  dialogue  with  an ad hoc  committee  (the  "Ad  Hoc
Committee") of holders of the Convertible Notes for the purpose of formulating a
restructuring  of the  Convertible  Notes and resolving the pending  litigation.
After extensive  negotiations,  the Company and the Ad Hoc Committee agreed to a

<PAGE>

financial restructuring which is embodied in the proposed plan of reorganization
(the   "Reorganization   Plan")  and  accompanying   disclosure  statement  (the
"Disclosure  Statement").  By order dated January 7, 1999, the Bankruptcy  Court
fixed  February  25, 1999 as the date and time for the  hearing to consider  the
adequacy of the Disclosure Statement. On February 19, 1999, the Company filed an
amended Disclosure Statement (the "Amended Disclosure  Statement").  As a result
of  the  modifications  set  forth  in the  Amended  Disclosure  Statement,  the
Bankruptcy  Court  continued  the  hearing  to  consider  the  adequacy  of  the
Disclosure  Statement  until March 17, 1999. On March 17, 1999,  the  Bankruptcy
Court stated that it would approve the Amended  Disclosure  Statement subject to
certain modifications which now have been incorporated therein. As a result, the
Amended  Disclosure  Statement  and  ballots  to vote to accept  or  reject  the
Reorganization Plan were mailed on April 5, 1999. The deadline for returning the
completed ballots was May 7, 1999. The Reorganization  Plan was accepted by both
the holders of  Subordinated  Notes (Class 3) and  Debenture  Rescission  Claims
(Class 5), the only two classes of claims entitled to vote on the Reorganization
Plan.  The  Company   received   certain   objections  to  confirmation  of  the
Reorganization  Plan and either settled such objections or responded to the same
on May 14, 1999. The hearing to consider confirmation of the Reorganization Plan
is scheduled for May 18, 1999.

     Pursuant to the  Reorganization  Plan (i) all of the Company's  outstanding
Convertible  Notes in the  aggregate  principal  amount of $175  million will be
exchanged for  approximately  $45 million in cash and  approximately  96% of the
outstanding  new  common  stock of the  reorganized  Company  (the  "New  Common
Stock");  (ii) holders of general  unsecured  claims will be paid in full; (iii)
all holders of rescission and damage claims against the Company  relating to the
Convertible  Notes  (including all such claims  asserted in pending  litigation)
(the "Debenture Rescission Claims") will receive in satisfaction of their claims
a ratable share of an interest in a litigation trust, 3% of the New Common Stock
and  warrants  to  purchase  750,000  shares of New Common  Stock;  and (iv) all
holders of  rescission  and damage  claims  against the Company  relating to the
Common Stock  (including all such claims  asserted in pending  litigation)  (the
"Statutorily  Subordinated Claims") and all holders of Common Stock will receive
in  satisfaction  of their  claims and equity  interests  a ratable  share of an
interest in the  litigation  trust,  1% of the New Common  Stock and warrants to
purchase  250,000  shares of New Common  Stock.  Pursuant to the  Reorganization
Plan,  all Common Stock and all options (and  existing  plans  providing for the
issuance of options)  relating thereto will be cancelled.  Implementation of the
Reorganization  Plan is subject to  confirmation  thereof in accordance with the
provisions of the Bankruptcy Code.

3.   Recent Accounting Pronouncements

     In December 1998, the Company adopted SFAS 131, "Disclosures about Segments
of an  Enterprise  and  Related  Information."  SFAS  131  superceded  SFAS  14,
"Financial  Reporting  for  Segments of a Business  Enterprise,"  replacing  the
"industry  segment"  approach with the  "management"  approach.  The  management
approach  designates  the internal  organization  that is used by management for
making  operating  decisions  and  assessing  performance  as the  source of the
Company's reportable segments. SFAS 131 also requires disclosures about products
and services,  geographic  areas, and major customers.  The adoption of SFAS 131
did not affect  results of operations  or financial  position but did affect the
disclosure of segment information.

     In June  1998,  the  FASB  issued  SFAS  133,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities."  SFAS  133  establishes  accounting  and
reporting standards for derivative instruments and hedging activities.  SFAS 133
is effective for all fiscal  quarters of fiscal years  beginning  after June 15,
1999, with earlier adoption permitted.  The Company is currently  evaluating the
effect of the provisions of SFAS 133 on its  accounting and reporting  policies,
but does not anticipate  that adoption of SFAS 133 will have a material  adverse
effect  on  the  Company's   consolidated   financial  position  or  results  of
operations. The Company does not have derivative instruments at March 31, 1999.



<PAGE>


4.   Inventories

     The components of inventories are as follows:

                                               March 31,       December 30,
                                                 1999              1998     
                                               --------        -----------

               Food                             $3,811            $4,206
               Beverage                            937             1,205
               Other                               765               786
                                                 -----             -----
               Total                            $5,513            $6,197
                                                 =====             =====


5.   Accounts Payable and Accrued Expenses

     Accounts payable and accrued expenses consist of the following:
<TABLE>
<CAPTION>
                                                                             March 31,       December 30,
                                                                                 1999              1998 
                                                                             --------        -----------
              <S>                                                             <C>               <C>  
               Accounts payable                                                $10,430           $ 9,178
               Accrued wages and benefits                                        9,345             8,927
               Accrued rent to clients                                           3,342             5,463
               Severance, fees and other liabilities relating to
                  acquisition of businesses                                      1,123             1,137
               Deferred income                                                   2,216             2,373
               Professional fees                                                   837             1,178
               Accrued interest                                                  2,079             1,870
               Accrued other                                                     5,231             5,206
                                                                                ------            ------
               Total                                                           $34,603           $35,332
                                                                                ======            ======
</TABLE>

6.   Special and Restructuring Charges

     As  discussed  in Note 2 above,  on February 6, 1998,  the Company  filed a
Current Report on Form 8-K in which the financial statements for the years ended
December 25, 1996,  December 27, 1995 and December 28, 1994 were  restated  from
the  amounts  previously  reported  to  (i)  reflect  certain  items  previously
improperly capitalized as period costs; (ii) adjust previously recorded reserves
and accruals for certain  items;  (iii) expense items that had  previously  been
charged to inappropriately  established acquisition liabilities;  (iv) write-off
certain non-performing assets; (v) properly recognize revenue related to certain
contracts and  agreements;  and (vi) record  adjustments  for the  settlement of
certain terminated contracts.  All previously filed Form 10-Qs and the 1996 10-K
were amended and filed with the  Securities  and Exchange  Commission to reflect
the Restatement.

     In connection with the Restatement and the Company's  Chapter 11 filing and
Reorganization  Plan as discussed in Note 2, the Company  incurred  costs in the
first quarter of 1999 of approximately $1.7 million to cover the costs of legal,
accounting, financial advisors, management consulting fees and severance. In the
first quarter of 1998 the Company  incurred costs of $4.9 million for items of a
similar  nature and the cost of  rescinding,  in January 1998, the 10 year lease
that  was  signed  in  October  1997  for  the   relocation   of  its  corporate
headquarters. The Company anticipates that it will incur additional costs during
the second  quarter of 1999 in connection  with the Company's  Chapter 11 filing
and Reorganization Plan.



<PAGE>


7.   Income Taxes

     For the three months ended March 31, 1999, the Company recorded a state tax
provision  of $120.  In  addition,  the  Company  had,  for  Federal  income tax
reporting,  estimated loss carryovers of  approximately  $54.5 million that will
begin to expire in 2008.

     The  Company's  loss  carryovers  for Federal  income tax  purposes  may be
significantly  reduced in 1999 due to the  discharge of  indebtedness  under the
Reorganization Plan as described in Note 2. Under the Internal Revenue Code, the
substantial  changes in the Company's ownership typically will also result in an
annual  limitation on the amount of the  remaining  net  operating  loss and tax
credit carryovers which can be utilized in future years.

     For the three months ended April 1, 1998, the Company  recorded a state tax
provision of $40.

8.   Loss Per Share

     SFAS 128 requires the disclosure of a reconciliation  of the numerators and
denominators  of the basic and  diluted  per share  computations  for  income or
(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
calculations of basic and diluted loss per share are the same.

                                                         Three Months Ended
                                                     -------------------------  
                                                     March 31,         April 1,
                                                       1999              1998  
                                                     --------          -------

     Net loss                                        $(3,609)          $(7,730)
                                                       =====             =====

     Basic and diluted shares                          9,048             9,060
                                                       =====             =====

     Basic and diluted loss per share                $  (.40)          $  (.85)
                                                       =====             =====

9.       Segment Information

     At  year-end  1998,  the  Company  adopted  SFAS 131.  Under SFAS 131,  the
Company's three reportable segments are:  Recreation and Leisure,  Education and
Business  Restaurants and Healthcare and Corrections.  The other sales and other
operating  income  in the  reconciliations  consist  principally  of  janitorial
services and certain closed units included in the prior period.

The table below  presents  information  about  reported  segments for the fiscal
quarters ended:
<TABLE>
<CAPTION>
                                                              Education &
                                           Recreation &         Business       Healthcare &
       March 31, 1999:                        Leisure         Restaurants      Corrections          Total    
                                           ------------       -----------      ------------        -------
      <S>                                    <C>               <C>              <C>               <C> 
       Sales                                  $23,609           $38,090          $14,481           $76,180
                                               ======            ======           ======            ======

       Operating income                       $   863           $ 2,055          $   669           $ 3,587
                                               ======            ======           ======            ======

       Depreciation and
          amortization                        $   423           $   377          $    95           $   895
                                               ======            ======           ======            ======
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                             Education &
                                           Recreation &         Business       Healthcare &
       April 1, 1998:                        Leisure         Restaurants      Corrections          Total    
                                           ------------       -----------      ------------        -------
      <S>                                    <C>               <C>              <C>               <C> 
       Sales                                  $27,675           $42,416          $13,723           $83,814
                                               ======            ======           ======            ======

       Operating income                       $ 1,439           $ 1,428          $   850           $ 3,717
                                               ======            ======           ======            ======

       Depreciation and
          amortization                        $   582           $   445          $   132           $ 1,159
                                               ======            ======           ======            ======

</TABLE>

      A  reconciliation  of total sales for the fiscal  quarters ended March 31,
1999 and April 1, 1998 is as follows:

                                                 1999              1998
                                                 ----              ----

       Sales:
       Sales for reportable segments          $76,180           $83,814
       Other sales                                334             1,182
                                               ------           -------

          Net sales                           $76,514           $84,996
                                               ======            ======

     A  reconciliation  of total segment  operating income to loss before income
taxes for the  fiscal  quarters  ended  March  31,  1999 and April 1, 1998 is as
follows:

                                                 1999              1998
                                                 ----              ----

       Operating income (loss):
       Operating income for reportable
          segments                            $ 3,587            $3,717
       Other operating income (loss)              (13)                9
       Corporate general and administrative
           expenses                            (6,259)           (5,269)
       Special and restructuring charges       (1,674)           (4,932)
       Gain (loss) on asset impairment and
           disposal                               269              (174)
       Interest income (expense), net             601            (1,041)
                                                -----             -----

       Loss before income taxes               $(3,489)          $(7,690)
                                                =====             =====


<PAGE>



10.      Contingencies

     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 in damages,  the  plaintiffs  allege  damages
arising  primarily  from the failure to provide  adequate  security  and prevent
festival  attendees  from  bringing food and  beverages  into 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 codefendants.

     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 tortuous interference with a prospective  contractual  relationship with
another food service provider.

     The foregoing  legal  proceedings  have been stayed as a consequence of the
commencement  of the Company's  Chapter 11 case.  (See Note 2.) 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 (the "Court") 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, the Company
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.  On October 22, 1998,  the Court
granted  the motion to dismiss  the entire  complaint  as to certain  individual
defendants  and denied the Company's  motion to dismiss the claim asserted under
Section 11 of the  Securities  Act of 1933. On December 9, 1998,  the plaintiffs
amended the complaint to add Deloitte & Touche LLP as a defendant.  On March 10,
1999,  the plaintiffs  further  amended the complaint to add William R. Berkley,
former  director  and  Chairman  of the Board of the  Company,  Joshua A. Polan,
former  director of the Company,  NationsBank,  Montgomery  Securities  and CIBC
Oppenheimer as defendants.  The Company has not yet answered the complaint as so
amended  and,  by reason of the  automatic  stay  provided by Section 362 of the
Bankruptcy Code, the foregoing litigation is stayed against the Company, and all
claims  asserted  therein  will be  addressed  in the  context of the  Company's
Chapter 11 case.

     On or about  January 30, 1998,  the Company and certain  other  individuals
were named as  defendants  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  Notes (the "Bondholder  Litigation").  The plaintiffs  allegedly
purchased  the  Convertible  Notes in the  aggregate  principal  amount  of $7.5
million.  The Amended Complaint in the action,  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

<PAGE>

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 the 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, the
plaintiffs filed a Second Amended Complaint.

     On July 29, 1998,  the Company moved to dismiss the Section 10(b) fraud and
negligent  misrepresentation  counts of the Second Amended Complaint.  The other
individual  defendants  moved to dismiss  the Second  Amended  Complaint  in its
entirety.  On August 7, 1998,  the Judicial  Panel on  Multidistrict  Litigation
ordered  that the  Bondholder  Litigation  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.  On October 22, 1998, the
Court in the District of Connecticut  dismissed the negligent  misrepresentation
count of the Second  Amended  Complaint,  and otherwise  denied the  defendants'
motions to dismiss the complaint.  On November 30, 1998, the defendants answered
the Second Amended Complaint.  This action is also stayed as against the Company
by reason of the automatic stay provided in Section 362 of the Bankruptcy  Code.
All claims  asserted  against the Company in the Bondholder  Litigation  will be
addressed in the context of the Company's Chapter 11 case. (See Note 2.)

     On December 12, 1997,  the Company issued a press release  announcing  that
the Audit  Committee  of its Board of  Directors  (the  "Audit  Committee")  had
instructed the Company's  auditors to conduct an inquiry into certain accounting
practices,  including  the  capitalization  of  certain  expenses,  and that the
auditors  advised the Audit  Committee 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  issued  a  press  release   announcing  that
preliminary  indications  were that the accounting  problems were not limited to
the incorrect  capitalization  of the  expenses,  and that periods prior to 1997
would also need to be restated.  The press  release 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
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 relating to accounting irregularities.

     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.  Each of such other
proceedings  has been stayed as against  the Company by reason of the  automatic
stay provided in section 362 of the Bankruptcy Code.

11.  Subsequent Events

     On April 30, 1999, the Company issued a press release reporting that it had
been  advised  by the Ad Hoc  Committee  that the Ad Hoc  Committee  intends  to
appoint  Lawrence A. Hatch as Chairman of the Board and Chief Executive  Officer
of the Company upon the effective date of the  Reorganization  Plan  ("Effective
Date").  Mr.  Hatch  previously  served  in  identical  capacities  with  Volume
Services,  Inc.  Commencing  in May 1999,  Mr.  Hatch has been  employed  by the
Company in a  non-executive  capacity in order to  familiarize  himself with the
operations of the Company.

     On May 14, 1999,  Richard L. Hall, Senior Vice President,  Chief Accounting
Officer and Treasurer of the Company submitted his resignation from the Company,
to be effective on the Effective Date.

<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.

    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.

Results of Operations

     The  following  table  sets  forth,  for  the  periods  indicated,  certain
financial data as a percentage of net sales:
<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                              --------------------------
                                                              March 31,          April 1,
                                                                 1999              1998    
                                                              --------           -------
    <S>                                                        <C>                <C>
     Net sales                                                  100.0%             100.0%
     Cost of sales before depreciation and amortization          89.2               88.4
     Depreciation and amortization                                2.8                3.3
                                                                -----              -----
         Gross profit                                             8.0                8.3
     General and administrative expenses                         11.6               10.1
     Special and restructuring charges                            2.2                5.8
     Gain (loss) on asset impairment and disposal                  .4               (0.2)         
                                                                -----              -----     
         Loss from operations                                    (5.4)              (7.8)
     Interest income (expense), net                                .8               (1.3)
                                                                -----              -----
         Loss before income taxes                                (4.6)              (9.1)
     Income tax expense                                            .1                  -
                                                                -----              -----
         Net loss                                                (4.7)%             (9.1)%
                                                                =====              =====
</TABLE>

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

<TABLE>
<CAPTION>
                                                          Three Months Ended        
                                               ----------------------------------------               
                                                   March 31,               April 1,
                                                     1999                    1998       
                                               ----------------       -----------------
                                                           ($ in thousands)
     <S>                                      <C>       <C>           <C>       <C>    
      Recreation and Leisure                   $23,609    30.9%        $27,675    32.6%
      Education and Business Restaurants        38,090    49.8          42,416    49.9
      Healthcare and Corrections                14,481    18.9          13,723    16.1
      Other                                        334      .4           1,182     1.4
                                                ------   -----          ------   -----
            Total                              $76,514   100.0%        $84,996   100.0%
                                                ======   =====          ======   =====
</TABLE>



<PAGE>


Three Months Ended March 31, 1999 Compared to Three Months Ended April 1, 1998

     Net Sales.  Net sales decreased 10.0% to $76.5 million for the three months
ended March 31,  1999 from $85.0  million  for the three  months  ended April 1,
1998.  Net sales  increased  in  Healthcare  and  Corrections  but  decreased in
Recreation and Leisure, EBR and Other.

     Recreation and Leisure decreased 14.7% from $27.7 million to $23.6 million.
Same unit  performance  was  comparable  to the prior year period.  New business
amounted  to $2.8  million  primarily  from events at Raymond  James  Stadium in
Tampa,  Florida.  This increase was more than offset by the expiration in August
1998 of the Orange County Convention Center contract,  which had $6.4 million in
net sales in the prior period. During the three months ended March 31, 1999, the
Company was  informed  that  contracts at Dayton  Convention  Center and certain
units in the  Portland,  Oregon area would not be  renewed.  Net sales and gross
profit at these units were $10.2 million and $.6 million,  respectively, for the
year ended December 30, 1998.

     EBR  decreased  10.2%  to $38.1  million  from  $42.4  million.  Same  unit
performance  increased $1.7 million over the comparable  prior year period.  New
and acquired business  accounted for approximately $2.3 million or 5.9% of total
revenue.  These  increases  were  more  than  offset  by the  sale of 17  dining
contracts in the second and third quarters of 1998.

     Healthcare  and  Corrections  increased  5.5% to $14.5  million  from $13.7
million. New business accounted for most of the increase.

     Gross Profit.  Gross profit decreased to $6.2 million or 8.0% of net sales,
from $7.0  million  or 8.3% of net sales for the  comparable  1998  period.  The
decrease in gross profit was caused  primarily by lower net sales and higher bad
debt  expense as compared to the year ago period.  The slight  decrease in gross
profit percentage was attributable primarily to the higher bad debt expense.

     General and Administrative  Expenses.  General and administrative  expenses
increased  to $8.8  million for the three  months ended March 31, 1999 from $8.6
million for the three  months  ended  April 1, 1998.  During  1998,  the Company
consolidated the accounting operations at seven of its acquired subsidiaries and
closed or sold some of its EBR  businesses,  resulting  in reduced  general  and
administrative  expenses. These decreases were offset by increases in technology
expenses,  including  Y2K  expenses,  and an  increase in  corporate  accounting
expenses.  As  a  percentage  of  sales,  general  and  administrative  expenses
increased from 10.1% to 11.6%.

     Special  and  Restructuring  Charges.  The Company  incurred  costs of $1.7
million,  or 2.2% of net sales,  in the first quarter of 1999 to cover the costs
of  legal,  accounting,  financial  advisors,  management  consulting  fees  and
severance in connection with the Company's Chapter 11 filing and  Reorganization
Plan. The Company  incurred costs of $4.9 million,  or 5.8% of net sales, in the
first quarter of 1998 representing $4.4 million for items of a similar nature in
connection  with the  Restatement and $.5 million for the cost of rescinding the
10 year  lease  that  was  signed  in  October  1997 for the  relocation  of its
corporate headquarters.

     Operating  Loss.  Operating  loss  decreased  to $4.1 million for the three
months ended March 31, 1999,  from $6.6 million for the three months ended April
1, 1998, primarily as a result of the factors discussed above.

     Interest Expense.  Interest expense,  primarily  resulting from interest on
the Convertible Notes, decreased approximately $2.5 million for the three months
ended March 31, 1999. The Company ceased to accrue  interest on the  Convertible
Notes,  which are subject to  compromise  under the  Reorganization  Plan, as of
January 7, 1999, in accordance with Statement of Position (SoP) 90-7, "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code."

     Interest Income.  Interest income decreased  approximately $0.8 million for
the three months  ended March 31, 1999,  due to  decreased  cash  available  for
investment and lower interest rates.

     Income Tax Expense.  The provision for income taxes increased $80,000,  due
to higher state tax obligations.

<PAGE>

Liquidity and Capital Resources

     At March 31,  1999,  the Company had cash and cash  equivalent  balances of
$65.0  million  and  current  assets  of $108.8  million  exceeded  its  current
liabilities of $37.0 million,  resulting in a working  capital  surplus of $71.8
million.  The cash balances are primarily  attributable to the proceeds from the
issuance of the Convertible  Notes. There was a working capital surplus of $75.1
million at December 30, 1998. The decline in the surplus resulted primarily from
deposits made to certain vendors, a decline in accrued expenses and purchases of
fixtures  and  equipment,  offset  by a  decrease  in  accounts  receivable  and
disposals of fixtures and equipment.

     In October 1997, the Company issued,  through a private placement  pursuant
to Rule 144A  under the  Securities  Act of 1933,  the  Convertible  Notes.  The
Convertible  Notes are unsecured  obligations of the Company and are convertible
into common stock at a conversion price of $44.50 per share. The net proceeds of
$169.1 million,  after deducting  underwriting  discounts and certain  expenses,
were used to repay  approximately $50.0 million in outstanding debt under a then
existing credit facility. The remaining net proceeds were invested in short-term
investments.  In  connection  with the offering of the  Convertible  Notes,  the
Company had agreed to file a shelf registration statement, which would cause the
Convertible  Notes to be  freely  tradeable.  The  Company  did not file a shelf
registration  statement and will not do so as a consequence of the  commencement
of the Chapter 11 case,  and  therefore  has been  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.  The Company ceased to accrue
interest on the  Convertible  Notes,  which are subject to compromise  under the
Reorganization Plan, as of January 7, 1999, in accordance with SoP 90-7.

     Throughout  1998,   management  negotiated  with  certain  holders  of  the
Company's  Convertible  Notes, who had formed a committee (the Ad Hoc Committee)
comprised  of the three  largest  Noteholders,  holding  in excess of 92% of the
aggregate $175 million of Convertible  Notes issued in October 1997. As a result
of such negotiations, on January 7, 1999, the Company filed a voluntary petition
for  reorganization  under the Bankruptcy Code in the Bankruptcy  Court. At that
time, the Company filed the Reorganization Plan, which embodies the terms of the
restructuring agreed upon by the Ad Hoc Committee.

     Pursuant to the  Reorganization  Plan (i) all of the Company's  outstanding
Convertible  Notes in the  aggregate  principal  amount of $175  million will be
exchanged for  approximately  $45 million in cash and  approximately  96% of the
outstanding  common stock of the  reorganized  Company (the "New Common Stock");
(ii) holders of general unsecured claims will be paid in full; (iii) all holders
of rescission and damage claims against the Company  relating to the Convertible
Notes (including all such claims asserted in pending litigation) will receive in
satisfaction  of their  claims a ratable  share of an interest  in a  litigation
trust, 3% of the New Common Stock and warrants to purchase 750,000 shares of New
Common Stock;  and (iv) all holders of rescission  and damage claims against the
Company  relating to the Common  Stock  (including  all such claims  asserted in
pending litigation) and all holders of Common Stock will receive in satisfaction
of their  claims and equity  interests  a ratable  share of an  interest  in the
litigation  trust,  1% of the New Common Stock and warrants to purchase  250,000
shares of New Common Stock.  No  distribution,  however,  will be made under the
Reorganization  Plan to holders of Common Stock unless all other  classes  under
the Reorganization Plan accept or are deemed to accept the Reorganization  Plan.
Pursuant to the  Reorganization  Plan,  all Common  Stock and all  options  (and
existing plans providing for the issuance of options)  relating  thereto will be
cancelled. (See Note 2 to the Consolidated Financial Statements.)

     Management believes that the Company's cash position at March 31, 1999 will
be sufficient to satisfy the Company's cash  requirements  for at least the next
twelve months. Accordingly, management believes it is unlikely that in 1999 cash
flow  demands  will be made upon the Company  which it will be unable to satisfy
from its present cash position and operations.  The Company is presently engaged
in  negotiations  with  certain  lenders for a credit  facility,  which would be
available  to  the  Company  following  the  Effective  Date.  There  can  be no
assurance,   however,  that  such  a  credit  facility  will  be  obtained.  The
shareholder   and/or  bondholder   litigation   described  in  Note  10  to  the
Consolidated Financial Statements is automatically stayed as provided in Section
362 of the Bankruptcy Code. However, if the Reorganization Plan is not confirmed
and the plaintiffs prevail in the shareholder and/or bondholder litigation,  the
outcome  could  have  a  material  adverse  effect  on the  Company's  financial
position,  results of operations and cash flows. Capital to meet these potential
cash flow demands may not be available to the Company when required.  Management

<PAGE>

considers it unlikely that the Reorganization Plan will not be confirmed,  given
the support of the Ad Hoc Committee.

Year 2000 Compliance

     The year 2000 ("Y2K") problem stems from computer programs written in a way
that differentiates  calendar years by utilizing two rather than four digits. As
a result,  many  information  systems  may be unable to properly  recognize  and
process date  sensitive  information  beyond  December 31, 1999.  The Company is
addressing  the Y2K  situation by  establishing  processes  for  evaluating  and
managing the risks associated with this issue.

     The Company is currently  replacing or  upgrading  its computer  systems to
make them Y2K compliant,  and expects to have remediation completed by the first
half of 1999 for all  significant  computer  systems.  Testing  is  expected  to
continue  throughout  1999.  The new  information  systems are estimated to cost
approximately  $3.0  million  ($700,000  expended  through  March 31,  1999),  a
substantial  portion of which will be capitalized.  Spending for the Y2K project
is not expected to have a material impact on the Company's results of operations
or  cash  flows.  Although  the  Company  does  not  currently  have a  complete
contingency  plan for Y2K  compliance,  it intends to develop one during  fiscal
year 1999.

     While the Company believes all necessary work will be completed on a timely
basis,  there can be no guarantee  that all systems  will be fully  compliant by
December  31,  1999.  Estimated  time and  costs may  vary,  particularly  where
external systems of other companies and government agencies on which the Company
relies must be converted in a timely manner.

     The  Company  is in the  process of  evaluating  the Y2K  readiness  of all
internally  engineered  systems and all types of purchased hardware and software
systems used within the enterprise and is obtaining, where feasible, contractual
warranties  from  system  vendors  that  their  products  (i) are or will be Y2K
compliant by December 31, 1999, or (ii) will be replaced or updated by a product
with similar or improved  functional  characteristics  that are  compliant.  The
Company requires Y2K contractual warranties from all vendors of new software and
hardware.  In  addition,  the  Company is testing  newly  purchased  significant
hardware and software systems in an effort to ensure their Y2K compliance.

     The Company has entered formal  communications  with most of its suppliers,
banks and other business partners or vendors seeking assurances they will be Y2K
compliant.   Although  no  method  exists  for  achieving   certainty  that  any
significant  business  partners will function without  disruption after December
31,  1999,  the  Company's  goal is to obtain as much  detailed  information  as
possible about its significant  partners' Y2K plans.  This process should assist
in identifying  those  companies  that  potentially  pose a significant  risk of
failure  to  perform  their  obligations  to the  Company as a result of the Y2K
problem. The Company is planning, where appropriate,  to review such significant
partners throughout 1999 to confirm their level of preparedness for 2000, and to
make  adjustments  where  necessary to avoid  utilization  of those partners who
present an unacceptable level of risk.

     The Company  currently is not  dependent on a single  source for any of its
products  or  services.  In the  event a  significant  supplier,  bank or  other
business partner or vendor were unable to provide services to the Company due to
a Y2K failure, the Company believes it would have adequate alternate sources for
such products or services.  There can be no guarantee,  however, that similar or
identical  products  or  services  would  be  available  on the same  terms  and
conditions or that the Company would not  experience  some adverse  effects as a
result of switching to such alternate sources.

     Like most  business  enterprises,  the  Company is  dependent  upon its own
internal computer  technology and relies upon timely performance by its business
partners.  A large-scale Y2K program failure could impair the Company's  ability
to timely deliver food service or administer its accounts  payable or receivable
functions,  resulting  in  potential  lost sales  opportunities  and  additional
expenses. The Company's Y2K program seeks to identify and minimize this risk and
includes testing of its internally engineered systems and purchased hardware and
software,  to  ensure,  to the extent  feasible,  all such  systems  will be Y2K
compliant. The Company is continually refining its understanding of the risk the
Y2K situation poses to its significant  business partners based upon information
obtained through surveys and interviews. The refinement will continue throughout
1999.



<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     There have been no  material  changes to the  information  reported  in the
Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1998
under Part II, Item 7A, and reference is made thereto.


<PAGE>


Part II.  Other Information

Item 4.   Submission of Matters to a Vote of Security Holders

           On April 5, 1999, the Company  commenced a solicitation of votes with
           respect to the  Reorganization  Plan. Such solicitation was completed
           on May 7, 1999. The holders of the Subordinated Notes, which were the
           only  holders of the  Company's  securities  entitled  to vote on the
           Reorganization Plan, voted to accept the Reorganization Plan.

Item 6.  Exhibits and Reports on Form 8-K

A)  Exhibits


      27   Financial Data Schedule


B)  Reports on Form 8-K

           The Company filed a report on Form 8-K on January 7, 1999, under Item
           5, Other  Events,  stating  that it had reached an  agreement  with a
           committee  representing its noteholders on a financial  restructuring
           of the  Company.  The  Company  also  announced  that,  in  order  to
           implement   the   restructuring,   it  had  filed  a   petition   for
           reorganization  under Chapter 11 of the Bankruptcy Code together with
           a  plan  of   reorganization   which   embodies   the  terms  of  the
           restructuring and which is supported by the noteholders' committee.



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


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


<PAGE>


                                    SIGNATURE


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


Fine Host Corporation


By: /s/ Richard L. Hall                             
    -------------------
Richard L. Hall
Senior Vice President and Chief Accounting Officer
(Duly Authorized Officer and Principal Financial Officer)


Date:  May 17, 1999