FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                For the quarterly period ended September 25, 1996

                                       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

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 ____

The Registrant had 6,212,016 shares of common stock, $.01 par value, outstanding
as of November 12, 1996.



<PAGE>



                                               TABLE OF CONTENTS

                         Part I - Financial Information


                                                                       Page No.
Item 1 -        Financial Statements (unaudited)


       *        Consolidated Balance Sheets - September 25, 1996 
                    and December 27, 1995                                  3

       *        Consolidated Statements of Income- Three and Nine 
                    Months Ended September 25, 1996 and 
                    September 27, 1995                                     4
         
       *        Consolidated Statement of Stockholders' Equity - 
                    Nine Months Ended September 25, 1996                   5

       *        Consolidated Statements of Cash Flows - Nine Months 
                    Ended September 25, 1996 and September 27, 1995        6

       *        Notes to Consolidated Financial Statements              7 - 11


Item 2        -   Management's Discussion and Analysis of Financial 
                    Condition and Results of Operations                12 - 15



                           Part II - Other Information

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

Item 2        -   Changes in Securities                                   16
------

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

                  Signature                                               18

                                        2

<PAGE>




Part I.  Financial Information
Item 1.  Financial Statements

                     FINE HOST CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (in thousands, except share and per share data)

                                                   September 25,    December 27,
                                                      1996             1995
                                                   (unaudited)
                                   ASSETS
Current assets:
  Cash                                           $   3,871         $    634
  Accounts receivable                               13,970            7,548
  Notes receivable                                     568              520
  Inventories                                        3,018            2,099
  Prepaid expenses and other current assets          2,792            1,893
                                                 ---------          -------
       Total current assets                         24,219           12,694

Contract rights, net                                18,867           12,866
Fixtures and equipment, net                         18,230           15,829
Notes receivable                                     1,596            1,391
Excess of cost over fair value of 
   net assets acquired, net                         20,801           13,406
Other assets                                         8,223            4,395
                                                 ---------        ---------
       Total assets                                $91,936          $60,581
                                                   =======          =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses            $18,732          $12,467
  Current portion of long-term debt                    598            2,981
  Current portion of subordinated debt               1,532            1,745
                                                  --------          -------
       Total current liabilities                    20,862           17,193

Deferred income taxes                                8,952            6,421
Long-term debt                                      12,808           15,326
Subordinated debt                                    4,438            8,879
                                                  --------          -------
       Total liabilities                            47,060           47,819


Stock warrants                                         --             1,380

Stockholders' equity:
  Convertible Preferred Stock,$.01 par value,
      1,000,000 shares authorized, 134,171 
      issued and outstanding at December 27, 1995      --                 1
  Common Stock, $.01 par value, 25,000,000 
      shares authorized, 6,212,016 and 2,048,200 
      issued and outstanding at September 25, 1996
      and December 27, 1995, respectively               62               20
  Additional paid-in capital                        41,778            8,933
  Retained earnings                                  3,225            2,617
  Receivables from stockholders for purchase 
      of Common Stock                                 (189)            (189)
                                                   -------          -------
       Total stockholders' equity                   44,876           11,382
                                                   -------          -------
       Total liabilities and stockholders' equity  $91,936          $60,581
                                                   =======          =======

                See accompanying notes to unaudited consolidated
                             financial statements.


                                        3

<PAGE>
<TABLE>




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




<CAPTION>

                                                     Three Months Ended                    Nine Months Ended
                                           September 25,     September 27,        September 25,    September 27,
                                                  1996              1995                 1996              1995
                                           ------------------------------------  ------------------------------
<S>                                                <C>            <C>                     <C>            <C>   
Net sales                                      $37,272           $26,340                $87,236         $69,859
Cost of sales                                   32,766            23,002                 77,786          62,719
                                               -------          --------                 ------        --------
  Gross profit                                   4,506             3,338                  9,450           7,140
General and administrative expenses              1,467               870                  4,044           2,883
                                              --------         ---------                -------       ---------
  Income from operations                         3,039             2,468                  5,406           4,257
Interest expense, net                              496               642                  2,018           1,971
                                             ---------          --------                -------       ---------
  Income before tax provision                    2,543             1,826                  3,388           2,286
Tax provision                                    1,144               781                  1,480             959
                                              --------         ---------                -------      ----------
  Net income                                     1,399             1,045                  1,908           1,327
Accretion to redemption value of warrants            -             (212)                 (1,300)           (286)
                                              --------         ---------                 ------       ---------
  Net income available
   to Common Stockholders                      $ 1,399          $    833                $   608        $  1,041
                                               =======          ========                =======        ========

Earnings per share
   of Common Stock                                $.22              $.26                   $.14            $.31
                                                  ====              ====                   ====            ====
Average number of shares
   of Common Stock outstanding                   6,235             3,245                  4,476           3,347
                                                 =====             =====                  =====           =====
Earnings per share of Common
   Stock assuming full dilution                   $.22              $.25                   $.13            $.32
                                                  ====              ====                   ====            ====
Average number of shares of Common
   Stock outstanding assuming full dilution      6,249             3,363                  4,525           3,278
                                                 =====             =====                  =====           =====


                See accompanying notes to unaudited consolidated
                             financial statements.


</TABLE>








                                        4

<PAGE>
<TABLE>






                     FINE HOST CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        (in thousands, except share data)
                                   (unaudited)



<CAPTION>

                                                                                                  Receivables
                                                                                                     from
                                                                                                  Stockholders
                                                                                                      for
                                     Convertible                         Additional               Purchase of
                                   Preferred Stock    Common Stock         Paid-In    Retained      Common      Stockholders'
                                 Shares  Amount     Shares    Amount       Capital    Earnings       Stock        Equity
<S>                                <C>      <C>       <C>       <C>           <C>        <C>           <C>           <C>     

Balance, December 27, 1995       134,171     $1    2,048,200    $20       $ 8,933      $2,617        $(189)       $11,382
  Stock warrant accretion                                                              (1,300)                     (1,300)
  Shares issued in connection
    with Sun West acquisition                         25,900      1           369                                     370
  Shares issued in connection
    with initial public offering                   2,890,218     29        30,513                                  30,542
  Conversion of Preferred Stock (134,171)   (1)      939,197      9           (8)                                      -
  Warrants exercised                                 123,585      1           608                                     609
  Warrants redeemed                                                          (200)                                   (200)
  Shares issued upon exercise
    of over allotment option                         174,500      1         1,454                                   1,455
  Options exercised                                    2,916      -            19                                      19
  Stock issued to non-employee
    directors                                          7,500      1            90                                      91
  Net income                     _______     __     ________    ___       _______       1,908        _____          1,908
                                                                                     --------                   ---------

Balance, September 25, 1996           -    $ -     6,212,016    $62       $41,778      $3,225        $(189)       $44,876
                           ==============  ====    =========    ===       =======      ======        =====        =======



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



                                        5

<PAGE>



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



                                                           Nine Months Ended
                                                    September 25, September 27,
                                                        1996           1995
                                                   ---------------------------

Cash flows from operating activities:                
Net income                                            $1,908          $1,327
Adjustments to reconcile  net income to net
 cash (used in) provided by operating
 activities:
Depreciation and amortization                          3,115           2,369
Deferred income tax provision                          1,479             959
Changes in operating assets and liabilities:
  Accounts receivable                                 (4,381)           (231)
  Inventories                                           (549)             83
  Prepaid expenses and other current assets           (1,788)           (896)
  Accounts payable and accrued expenses                  735             762
  Increase in other assets                            (3,565)         (1,195)
                                                      -------        -------  
Net cash (used in) provided by operating activities   (3,046)          3,178

Cash flows from investing activities:
   Increase in contract rights                        (4,679)         (2,953)
   Purchases of fixtures and equipment                (3,914)         (2,643)
   Sale of fixtures and equipment                         64              --
   Acquisition of business, net of cash acquired      (5,169)         (3,478)
   Collection of notes receivable                        494           1,987
                                                      -------         -------

      Net cash used in investing activities          (13,204)         (7,087)

Cash flows from financing activities:
   Borrowings under long-term debt agreement          14,367           8,284
   Proceeds from issuance of preferred stock             --            1,500
   Proceeds from issuance of common stock              32,016            --
   Payment of long-term debt                          (19,268)        (1,674)
   Payment of subordinated debt                        (8,037)        (3,276)
   Redemption of warrants                                (200)           --
   Proceeds from exercise of warrants                     609            --
                                                      -------          ------
 Net cash provided by financing activities             19,487          4,834

Net increase in cash                                    3,237            925
Cash, beginning of period                                634           1,532
                                                      -------          ------
Cash, end of period                                    $3,871          $2,457
                                                      ========         ======

           See accompanying notes to unaudited consolidated financial
                                  statements.



                                        6

<PAGE>



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


1. Summary of Significant Accounting Policies

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

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results could differ from those  estimates.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed  or  omitted.   The  unaudited   financial   statements   include  all
adjustments,  all of  which  are of a normal  recurring  nature,  which,  in the
opinion of management,  are necessary for a fair  presentation of the results of
operations for the three and nine months ended  September 25, 1996 and September
27, 1995. 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 27, 1995  included in the
Company's   Registration  Statement  on  Form  S-1  declared  effective  by  the
Securities and Exchange Commission on June 19, 1996.

     Earnings  (Loss) Per  Share--Earnings  (loss) per share of Common  Stock is
computed based on the weighted  average  number of common and common  equivalent
shares outstanding  during each period.  Earnings (loss) per share assuming full
dilution gives effect to the assumed  exercise of all dilutive stock options and
the assumed conversion of dilutive convertible securities (warrants) except when
their effect is  antidilutive.  In calculating  earnings  (loss) per share,  net
income has been reduced for the accretion to the redemption value of warrants by
$0, $212, $1,300 and $286 for the three and nine months ended September 25, 1996
and September 27, 1995, respectively.

2. Acquisitions

    On  November  8,  1996,  the  Company  acquired  100%  of the  stock  of HCS
Management  Corporation  ("HCS").  HCS,  through  its  operating   subsidiaries,
provides   non-patient  contract  food  and  other  services  to  hospitals  and
corporations. The purchase price was approximately $6,000 consisting of cash to
the seller plus assumed debt of HCS.
    
    On July 31, 1996,  the Company  acquired  100% of the  outstanding  stock of
Ideal Management  Services,  Inc.  ("Ideal").  Ideal provides  contract food and
beverage  services to public  school  districts in New York State.  The purchase
price was approximately  $3,600,  consisting of cash,  convertible  subordinated
notes with interest at 7 1/4%, and a seven year covenant not to compete.  At the
option of the note holders,  the outstanding  principal  balance of the notes is
convertible into Common Stock at a conversion price of $15 per share.

     On March 25, 1996, the Company  acquired 100% of the  outstanding  stock of
Sun West  Services,  Inc.  ("Sun  West").  Sun West  provides  contract food and
beverage  services  primarily  in the  education  market  as  well  as to  other
institutional  clients. The purchase price was approximately $5,200,  consisting
of cash,  five-year  subordinated  notes to the sellers with  interest at 7% and
25,900 shares of Common Stock.

     In July  1995,  the  Company  acquired  100% of the  outstanding  stock  of
Northwest Food Service, Inc. ("Northwest"). Northwest provides contract food and
beverage services,  primarily in the education and corporate dining markets. The
purchase price was approximately  $2,500 consisting of subordinated notes to the
seller and cash.


                                        7
  <PAGE>


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



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

     The following table summarizes pro forma  information as follows:  (i) with
respect to the income  statement  data for the nine months ended  September  27,
1995,  as if the  acquisitions  of  Ideal,  Sun  West,  and  Northwest  had been
completed  as of the  beginning  of such  period;  and (ii) with  respect to the
income  statement  data for the nine months ended  September 25, 1996, as if the
acquisition of Ideal and Sun West had been completed as of the beginning of such
period.  No adjustment for acquisition  synergies (i.e.  overhead reductions) 
have been reflected:


                                                        Nine Months Ended
                                                September 25,     September 27,
                                                     1996             1995
                                                ------------------------------
   Summary statement of income data:
   Net sales                                        $95,690           $92,375
   Income from operations                             5,258             3,788
   Net Income                                           231                28
   Net income per share assuming full dilution       $  .05           $   .01
                                                     ======           =======

This pro forma  information is provided for  informational  purposes only. It is
based on  historical  information  and does not  necessarily  reflect the actual
results that would have  occurred  nor is it  necessarily  indicative  of future
results of operations of the combined enterprise.

3. Accounts Payable and Accrued Expenses

     Accounts payable and accrued expenses consist of the following:

                                        September 25,     December 27,
                                             1996            1995
                                        -----------------------------
      Accounts payable                     $ 7,666        $  5,197
      Accrued wages and benefits             3,918           1,607
      Accrued rent to clients                3,676           2,576
      Accrued other                          3,472           3,087
                                           -------         -------
      Total                                $18,732         $12,467
                                           =======         =======







                                        8

                                     <PAGE>


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



4. Long-Term Debt

     Long-term debt consists of the following:

                             September 25,     December 27,
                                1996              1995
                             ------------------------------
   Term Loan                   $     --        $  9,100
   Working Capital Line          10,417           6,000
   Guidance Line                  2,989           3,207
                               --------         -------
                                 13,406          18,307
   Less: current portion            598           2,981
                               ---------        -------
   Total                        $12,808         $15,326
                                =======         =======

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

   The   Company's   obligations   under  the  Restated   Bank   Agreement   are
collateralized  by a pledge  of  shares  of the  common  stock  or other  equity
interests  of the  Company's  subsidiaries,  as well as by certain  fixtures and
equipment, notes receivable and other assets, as well as the receipt, if any, of
certain  funds paid to the Company  with  respect to the  termination  of client
contracts prior to their expiration.

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

5. Subordinated Debt

   In July 1996, as part of the  acquisition  of Ideal (see Note 2), the Company
issued to the  stockholders  of Ideal two  convertible  subordinated  promissory
notes each with a face value of $710 at 7 1/4%  interest per annum,  payable
in quarterly  installments.  At the option of the note holders,  the outstanding
principal  balance of the notes is convertible into Common Stock at a conversion
price of $15 per share.  The notes were  discounted  to  present  value  using a
market rate of 13.0% and had a combined balance at September 25, 1996 of $1,213,
of which $957 was classified as long-term.

     In March  1996,  as part of the  acquisition  of Sun West (see Note 2), the
Company issued to the stockholders of Sun West the following: (1) a subordinated
promissory note with a face value of $1,350 at 7% interest per annum, payable in
four annual  installments  beginning in 1998; and (2) a subordinated  promissory
note with a face value of $638 at 7% interest per annum, payable in three annual
installments beginning in 1997. The notes were discounted to present value using
a market rate of 10%. The respective  balances at September 25, 1996 were $1,214
and $598, of which $1,183 and $326 were classified as long term.

                                        9

                                     <PAGE>


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



   In July 1995,  as part of the purchase  price of Northwest  (see Note 2), the
Company  issued a $1,350 note to the seller at 6% interest per annum  payable in
six equal annual installments.  The note was discounted to present value using a
market rate of 12.5% and had a balance at September 25, 1996 of $1,197, of which
$967 was classified as long-term.

6. Stockholders' Equity

      On July 19,  1996,  pursuant  to the  terms of the  over-allotment  option
granted to the  underwriters  of the  Company's  initial  public  offering,  the
Company sold 174,500 shares of common stock at the initial public offering price
of $12.00 per share,  generating  net proceeds of  approximately  $1,500,  after
deducting the underwriting discount and certain expenses.  The net proceeds have
been  invested  in short  term  investments  in  accordance  with the  Company's
investment policy.

     On June 19, 1996, the effective date of the initial  public  offering,  the
Company sold  2,890,218  shares at a price of $12.00 per share,  generating  net
proceeds  (including the net proceeds  received by the Company upon the exercise
of certain warrants) of approximately  $31,100, after deducting the underwriting
discount and offering  expenses paid by the Company.  The net proceeds were used
to repay  obligations under the Company's credit facility in effect prior to the
public  offering  and  subordinated  notes,  as well as the amount  required  to
repurchase certain warrants.  In addition,  all of the then outstanding Series A
Convertible Preferred Stock was converted into 939,197 shares of Common Stock.

     On March  29,  1996,  the Board of  Directors  authorized  the  filing of a
registration  statement with the Securities and Exchange Commission for the sale
by the Company of 2,890,218 shares of Common Stock to the public.  In connection
therewith,  the Company's  Board of Directors  declared a 7-for-1 stock split in
the form of a stock dividend  which was effected prior to the offering.  Current
and prior year information has been restated to reflect this stock split.

7. Income Taxes

     The income tax provision consists of the following:

                           Three Months Ended              Nine Months Ended
                     September 25,    September 27,  September 25, September 27,
                          1996             1995            1996          1995

Current:
    Federal             $   -             $   -         $     -         $    -
    State and local         -                 -               1              3
                        ----------        --------       -------          -----
Total current               -                 -               1              3
                        ----------        --------       -------          -----
Deferred:
    Federal                865               621          1,152            777
    State and local        279               160            327            179
                        ----------        --------       -------         ------
Total deferred           1,144               781          1,479            956
                        ----------        --------       -------         ------
    Total               $1,144              $781         $1,480           $959
                        ==========        ========       =======         ======

     At September 25, 1996,  the Company had, for Federal  income tax reporting,
an estimated net operating loss  carryforward of approximately  $2,800 that will
begin to expire in 2008.


                                       10

                                     <PAGE>



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

8.  Major Client

     During the nine months ended September 25, 1996 one client represented 9.8%
of net sales and for the nine months ended  September  27, 1995  another  client
represented 15.4% of net sales, respectively.

9.  Subsequent Events

    On November 8, 1996, the Company  acquired 100% of the outstanding  stock of
HCS Management  Corporation  ("HCS"). HCS provides non-patient contract food and
other services to hospitals and corporations. (See Note 2).

    On November 11, 1996, the Company  signed an agreement in principle to
purchase  all of the issued and  outstanding  capital  stock of a contract  food
service  provider   operating   primarily  at  education  and  corporate  dining
facilities in the Northeast.  The estimated  annual  revenues are $34 million.




                                       11

<PAGE>




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

    The Company was formed in 1985 and has grown to become a leading provider of
food and beverage  concession and catering  services to more than 250 facilities
in 35 states(including HCS Management Corporation acquired on November 8, 1996)
The Company targets four distinct markets within the contract food service 
industry:  the recreation and leisure market ("Recreation and Leisure"),
serving arenas,  stadiums,  amphitheaters,  civic centers and other recreational
facilities; the convention center market ("Convention Centers"); the educational
facilities  market  ("Education"),  which the Company  entered in 1994,  serving
colleges,  universities and public and private schools; and the corporate dining
market  ("Corporate  Dining"),  which  the  Company  entered  in  1994,  serving
corporate cafeterias, office complexes and manufacturing plants.

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

<TABLE>

Results of Operations

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

<CAPTION>

                                                     Three Months Ended                   Nine Months Ended
                                            September 25,     September 27,        September 25,   September 27,
                                                  1996              1995             1996               1995
<S>                                               <C>              <C>                  <C>               <C>    
Net sales                                        100.0%            100.0%              100.0%            100.0%
Cost of sales                                     87.9              87.3                89.2              89.8
                                                ------            ------              ------            ------
  Gross profit                                    12.1              12.7                10.8              10.2
General and administrative expenses                3.9               3.3                 4.6               4.1
                                                ------           -------              ------            ------
  Income from operations                           8.2               9.4                 6.2               6.1
Interest expense, net                              1.3               2.4                 2.3               2.8
                                                ------           -------              ------            ------
  Income before tax provision                      6.9               7.0                 3.9               3.3
Tax provision                                      3.1               3.0                 1.7               1.4
                                                ------           -------              ------            ------
  Net income                                       3.8%              4.0%                2.2%              1.9%
                                                ======            ======              ======            ======

</TABLE>
<TABLE>

     The  following  table sets forth net sales  attributable  to the  Company's
principal  operating  markets,  expressed  in dollars  (in  thousands)  and as a
percentage of total net sales:
<CAPTION>

                                                     Three Months Ended                         Nine Months Ended
                                            September 25,           September 27,     September 25,     September 27,
                                                1996                   1995                1996             1995
<S>                                          <C>      <C>           <C>    <C>       <C>       <C>        <C>     <C>          
Recreation and Leisure                     $16,381   43.9%       $14,156  53.8%    $30,850    35.4%    $32,339   46.3%
Convention Centers                           9,856   26.4          7,266  27.6      30,224    34.6      25,106   35.9
Education                                    6,405   17.2          2,381   9.0      14,522    16.6       5,518    7.9
Corporate Dining                             4,630   12.5          2,537   9.6      11,640    13.4       6,896    9.9
                                          --------   ----       --------   ---    --------    ----    --------    ---
     Total                                 $37,272   100%        $26,340   100%    $87,236    100%     $69,859   100%
                                           =======   ===         =======   ===     =======    ===      =======   ===



</TABLE>





                                       12

                                     <PAGE>

<TABLE>

The following  table sets forth the net sales and gross profit  attributable  to
the Company's principal types of contracts in dollars (in thousands):
<CAPTION>

                                                        Three Months Ended                        Nine Months Ended
                                            September 25,         September 27,      September 25,       September 27,
                                                 1996                 1995               1996               1995
Summary By                                  Net       Gross       Net     Gross     Net     Gross        Net   Gross
Contract Type                               Sales     Profit      Sales   Profit    Sales   Profit      Sales  Profit
-------------                               -----     ------      -----   ------    -----   ------     ------  ------
<S>                                           <C>       <C>        <C>       <C>    <C>       <C>        <C>      <C>    
P&L                                        $22,099    $3,130     $15,117   $1,951 $52,282   $6,359    $37,695   $3,926
Profit sharing                              12,399       787      10,585      871  28,633    1,572     29,925    1,827
Management fee                               2,774       589         638      516   6,321    1,519      2,239    1,387
                                           -------   -------   ---------  -------  ------- --------   -------- --------
                                           $37,272   $ 4,506     $26,340  $ 3,338  $87,236  $9,450    $69,859  $ 7,140
                                           =======   =======     =======  =======  =======  ======    =======  =======

</TABLE>

Three Months Ended September 25, 1996 Compared to 
Three Months Ended September 27, 1995

    Net Sales.  The Company's net sales increased 41.8% to $37.3 million for the
three months ended  September  25, 1996 from $26.3  million for the three months
ended  September 27, 1995. Net sales  increased in all market areas.  Recreation
and  Leisure  net  sales  increased  15.7%  primarily  due to the  impact of new
contracts such as the Coral Sky Amphitheater in West Palm Beach, Florida and the
Concord  Pavilion  in Concord,  California.  Net sales from  Convention  Centers
increased 35.6% primarily as a result of increased sales from existing contracts
such as the  Orange  County  Convention  Center and the  Albuquerque  Convention
Center. Net sales in Education and Corporate Dining more than doubled, primarily
as a result of the impact of the acquisition of Sun West in March 1996 and Ideal
in July  1996,  and  from  the  impact  of new  contracts  such as  Boise  State
University in Boise, Idaho and St. Edwards College in Austin, Texas.

     Gross Profit.  Gross profit increased to $4.5 million or 12.1% of net sales
from $3.3 million or 12.7% of net sales for the  comparable  1995  period.  The
decrease in gross  profit  as a  percentage  of net  sales  was  attributable  
to a one time retroactive adjustment in September 1995 relating to an 
acquisition completed in 1994. If this one time retroactive adjustment was 
excluded, gross profit for the 1995 period would have been 12.1%.

     General and Administrative  Expenses.  General and administrative  expenses
increased  to $1.5  million  (or 3.9% of net sales) for the three  months  ended
September  25, 1996 from  $870,000  (or 3.3% of net sales) for the three  months
ended  September  27,  1995.  The  increase  was  attributable  primarily to the
Company's  additional  investment in regional  staff and training to support the
Company's growth.

     Operating Income.  Operating income increased 23.1% to $3.0 million for the
three months ended  September  25, 1996,  from $2.5 million for the three months
ended September 27, 1995, primarily as a result of the factors discussed above.

     Interest Expense. Interest expense decreased approximately $146,000 for the
three months ended  September 25, 1996,  due primarily to decreased  debt levels
resulting from the repayment of certain  obligations  under the Company's credit
facility with the net proceeds from the initial public offering.









                                       13

<PAGE>



Nine Months Ended September 25, 1996 Compared
to Nine Months Ended September 27, 1995

    Net Sales. The Company's net sales increased 24.9% to $87.2 million for the
nine months ended  September  25, 1996,  from $69.9  million for the nine months
ended  September  27,  1995.  Net sales  increased in all market  areas,  except
Recreation  and  Leisure.  Recreation  and  Leisure  net sales  decreased  4.6%,
primarily  because of a decrease in attendance  at Florida  Marlins Major League
baseball  games and the  decision  by a private  tenant of one of the  Company's
clients to build a new facility and  self-operate  its food  service.  Net sales
from Convention Centers increased 20.4% primarily as a result of increased sales
from existing  contracts,  mentioned above. Net sales in Education and Corporate
Dining more than doubled, resulting  from  the  impact  of the  acquisition  of
Northwest  in June  1995,  Sun West in March 1996 and Ideal in July 1996 and the
impact of new contracts mentioned above.

    Gross Profit. Gross profit increased to $9.5 million or 10.8% of net sales,
from $7.1 million or 10.2% of net sales for the  comparable  1995  period.  The
increase in gross profit  percentage was  attributable  to the mix of higher
margin business and from purchasing efficiencies realized from an expanded base
of business.

    General and Administrative  Expenses.  General and  administrative  expenses
increased  to $4.0  million  (or 4.6% of net  sales) for the nine  months  ended
September  25, 1996 from $2.9 million (or 4.1% of net sales) for the nine months
ended September 27, 1995. The increase was attributable  primarily to additional
investment in regional staff and training to support the Company's growth.

    Operating  Income.  Operating income increased 27.0% to $5.4 million for the
nine months ended September 25, 1996 from $4.3 million for the nine months ended
September 27, 1995, primarily as a result of the factors discussed above.

    Interest Expense.  Interest expense increased  approximately $47,000 for the
nine months ended  September 25, 1996,  due  primarily to increased  debt levels
prior to the initial public  offering,  incurred to finance  investments in both
new accounts and acquisitions.

Liquidity and Capital Resources

    The  Company  has funded its  capital  requirements  from a  combination  of
operating  cash  flow,  debt and  equity  financing.  Cash flow  from  operating
activities  was a use of funds of  approximately  $3.0  million  for the nine
months  ended  September  25, 1996, compared to a source of funds of  
approximately  $3.2 million for the nine months ended  September  27, 1995. 
This use of funds resulted primarily from an increase in trade receivables 
related to new business acquired (see page 15 seasonal trends).

     EBITDA was $8.7  million or 10.0% of net sales, compared to $6.9 million or
9.9% of net sales for the nine months ended September 25, 1996 and September 27,
1995,  respectively.  The increase in the EBITDA as a percentage of net sales is
attributable  to a higher EBITDA from our existing  business units.  EBITDA
represents earnings before interest expense, income tax expense and depreciation
and amortization. EBITDA is not a measurement in accordance with GAAP and should
not be  considered  an  alternative  to, or more  meaningful  than,  income from
operations,  net  income or cash  flows as  defined  by GAAP as a measure of the
Company's profitability or liquidity.

   Cash flows used in investing  activities were approximately $13.2 million and
$7.1  million for the nine months ended  September  25, 1996 and  September  27,
1995, respectively. In fiscal 1996, $5.2 million was used in connection with the
Sun  West  acquisition  and  Ideal  acquisition  and $8.5  million  was used for
contract investments, including $4.0 million for additions to fixed assets.





                                       14

<PAGE>



    On July 19, 1996, pursuant to the terms of the over-allotment option granted
to the underwriters of the Company's  initial public offering,  the Company sold
an additional 174,500 shares of the Company's common stock at the initial public
offering price of $12.00 per share,  resulting in net proceeds of  approximately
$1.5 million after deducting underwriting discounts and certain expenses.

    In connection with the Company's offering, the Company's credit facility was
amended and  restated on June 19, 1996 ( the  "Restated  Bank  Agreement").  The
Restated Bank Agreement provides for (i) a working capital revolving credit line
for general  obligations and letters of credit,  in the maximum aggregate amount
of $20.0  million  (the  "Working  Capital  Line")  and (ii) a line of credit to
provide for future  expansion  by the  Company,  in the maximum  amount of $55.0
million.  The maximum  aggregate  allowable  borrowings  under the Restated Bank
Agreement is $75.0 million.  The Restated Bank Agreement terminates on April 30,
1999.

    The Company  believes  that the  proceeds of its  initial  public  offering,
internally  generated  funds  and  amounts  available  under the  Restated  Bank
Agreement are sufficient to satisfy the Company's presently  anticipated capital
requirements.

    At September  25, 1996 the  Company's  current  assets  exceeded its current
liabilities,  resulting  in a working  capital  surplus of $3.4  million  and at
December 27, 1995 the Company's current liabilities exceeded its current assets,
resulting  in a working  capital  deficit of $4.5  million.  The  surplus is the
result of the fact that the  markets  in which the recent  acquisitions  operate
(ie. School Nutrition, Corporate Dining) generally invest in shorter term assets
(ie.  accounts  receivable) as compared to the Company's  recreation and leisure
business which invest in longer term assets (ie.  fixtures and  equipment).  The
Working Capital Line provides funds for liquidity,  seasonal borrowing needs and
other general corporate purposes.

    On  November  8,  1996,  the  Company  acquired  100%  of the  stock  of HCS
Management  Corporation  ("HCS").  HCS,  through  its  operating   subsidiaries,
provides   non-patient  contract  food  and  other  services  to  hospitals  and
corporations. The purchase price was approximately $6 million consisting of cash
to the seller plus assumed debt of HCS.

    On November 11, 1996, the Company  reached an agreement in principle to
purchase  all of the issued and  outstanding  capital  stock of a contract  food
service  provider   operating   primarily  at  education  and  corporate  dining
facilities in the Northeast.  The estimated  annual  revenues are $34 million.




















                                       15

<PAGE>



Part II.  Other Information
Item 1.  Legal Proceedings


    Reference  is made to the  discussion  of  legal  proceedings  found  in the
Company's   Registration  Statement  on  Form  S-1  declared  effective  by  the
Securities and Exchange  Commission on June 19, 1996 and the Company's Form 10-Q
for the period ended June 26, 1996.  There have been no material  changes in the
status of the proceedings referenced therein.

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

Item 2.  Changes in Securities

    On July 31,  1996,  as part of the  acquisition  of Ideal  (see Note 2), the
Company  issued  to the  stockholders  of  Ideal  two  convertible  subordinated
promissory  notes each with a face value of $710,000  bearing interest at 7 1/4%
interest per annum, payable in quarterly installments. At the option of the note
holders,  the  outstanding  principal  balance of the notes is convertible  into
Common  Stock at a  conversion  price of $15 per share.  The  transaction  was a
private  transaction  not  involving a public  offering  and was exempt from the
registration requirements of the Securities Act of 1933, as amended (the "Act"),
pursuant to Section 4 (2) thereof.  The issuance of the  securities  was without
the  use  of an  underwriter,  and  the  securities  bear a  restrictive  legend
permitting the transfer thereof only upon registration or an exemption under the
Act.



                                       16

<PAGE>



Item 6.  Exhibits and Reports on Form 8-K

A)     Exhibits:

    *3.1       Restated Certificate of Incorporation

    *3.2       By-Laws

    *4         Specimen of Registrant's Common Stock certificate

    11         Computations of Per Share Earnings

    27         Financial Data Schedule

* Filed  as  exhibits  to the  Company's  Registration  Statement  on Form  S-1,
declared  effective by the Securities and Exchange  Commission on June 19, 1996,
and hereby incorporated by reference.

B)  Reports on Form 8-K - None

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

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

                                       17

<PAGE>



                                    SIGNATURE


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

Fine Host Corporation

By:    /s/ Nelson A. Barber
Nelson A. Barber
Senior Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial
 and Accounting Officer)

Date: November 11, 1996


                                       18

<PAGE>



                            
                                  EXHIBIT INDEX


      Exhibit No.           Description

          *3.1              Restated Certificate of Incorporation

          *3.2              By-Laws

          *4                Specimen of Registrant's Common Stock certificate

           11               Computations of Per Share Earnings

           27               Financial Data Schedule


* Filed  as  exhibits  to the  Company's  Registration  Statement  on Form  S-1,
declared  effective by the Securities and Exchange  Commission on June 19, 1996,
and hereby incorporated by reference.





<PAGE>