<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A-1

                          AMENDMENT NO. 1 TO FORM 10-K

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

                    For the fiscal year ended January 2, 1998

                                       or

[X]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____

                           Commission File No. 0-4485

                               Western Beef, Inc.

       A Delaware Corporation             I.R.S. Employer No. 13-3266114

                            47-05 Metropolitan Avenue
                            Ridgewood, New York 11385
                         Telephone Number (718) 417-3770

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common stock par value $.05 per share ("Common Stock")

  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 proceeding 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 if disclosure of delinquent filers pursuant to Item 405
  of Regulation S-K is not contained herein, and will not be contained, to the
  best of registrant's knowledge, in the definitive proxy or information
  statements incorporated by reference in Part III of this Form 10-K or any
  amendment to this Form 10-K. [ ].

  The aggregate market value of the voting stock held by non-affiliates of the
  registrant, based on the $ 7.50 average of the closing bid and asked prices
  reported by NASDAQ/NMS on April 21, 1998 was $ 11,603,348.

  As of April 21, 1998, the registrant had issued and outstanding 5,475,153
shares of Common Stock.

  DOCUMENTS INCORPORATED BY REFERENCE       (None)

                                       1

<PAGE>


                                    PART III

  Part III is amended and restated in its entirety as follows:

  ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>

  DIRECTORS               AGE    PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS

<S>                       <C>       <C>  
  Joseph Castellana (1)   40        Executive Vice-President-Retail Operations
                                    and Executive Assistant to the President and
                                    Chief Executive Officer of the Company since
                                    March 1995; prior to that, Vice-President
                                    and Secretary for more than the past five
                                    years; Director of Company from 1982 through
                                    1993 and since 1995; Vice-Chairman from 1995
                                    until 1997.

Peter Castellana, Jr. (1) 38        President and Chief Executive Officer of the
                                    Company since March 1995; prior to that,
                                    Vice-President and President of Retail
                                    Operations since May 1992; General Manager-
                                    Retail Operations of the Company for more
                                    than the past five years; Director of the
                                    Company since 1995.

Stephen R. Bokser         55        President and Chief Executive Officer of
                                    White Rose Food, a wholesale distributor and
                                    a division of Di Giorgio Corp. for more than
                                    the past five years; Director of Di Giorgio
                                    Corp; Director of the Company since 1993.

Arnold B. Becker          63        President of The Arnold Becker Group, Inc.,
                                    provider of management consulting services
                                    to retail companies since February 1996;
                                    prior to that President of Vendamerica,
                                    Inc., the U.S. investment arm of Vendex
                                    International N.V. for more than the past
                                    five years; Director of the Company since
                                    1995.


  NON-DIRECTOR EXECUTIVE OFFICERS

  Frank Castellana  (1)   42        Executive Vice-President-Planning and
                                    Development since February 1997; prior to
                                    that, Chairman and Executive
                                    Vice-President-Wholesale Operations of the
                                    Company from March 1995 to 1997; prior to 
                                    that, President of the Company for more 
                                    that the past five years.

  Michael Castellana (1)  34        Senior Vice-President-Retail Operations of
                                    the Company since March 1995; prior to that,
                                    General Manager-Produce Division of the
                                    Company for more that the past five years.

  Chris Darrow            41        Chief Financial Officer of the Company since
                                    March 1997; prior to that, Vice-President
                                    and Controller of Waldbaums, Inc., a
                                    subsidiary of The Great Atlantic & Pacific
                                    Tea Co., for more that the past five years.

  Peter R. Admirand       58        Controller-Retail Operations, for more than
                                    the past five years; Secretary of the
                                    Company since March 1995.

</TABLE>

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

(1)      Joseph Castellana, Peter Castellana, Jr., Frank Castellana and Michael
         Castellana are siblings.


                                       2

<PAGE>





             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  Section 16(a) of the Exchange Act requires the Company's directors, executive
  officers and persons who own more than ten percent of a registered class of
  the Company's equity securities, to file with the SEC initial reports of
  ownership and reports of changes in beneficial ownership of Common Stock and
  other equity securities of the Company. Officers, directors and greater than
  ten percent stockholders are required by SEC regulation to furnish the Company
  with copies of all Section 16(a) reports they file.

  Based solely upon its review of copies of such reports furnished the Company
  through the date hereof, and written representations that no reports were
  required to be filed, the Company believes that during the fiscal year ended
  January 2, 1998, all filing requirements applicable to its officers, directors
  and ten percent stockholders were complied with, subject to the exception set
  forth below.

  Chris Darrow, Chief Financial Officer of the Company, did not file an Initial
  Statement of Beneficial Ownership of Securities on Form 3 in connection with
  his appointment to the position of Chief Financial Officer of the Company, on
  March 3, 1997. Mr. Darrow filed an Initial Statement of Beneficial Ownership
  of Securities on Form 3 disclosing this event on April 23, 1997.

  ITEM 11.            EXECUTIVE COMPENSATION

  General

         The following table sets forth information as to the compensation of
  the hief Executive Officer and each of the other four most highly compensated
  executive officers of the Company (the "named executive officers") for
  services in all capacities to the Company and its subsidiaries during fiscal
  years 1997, 1996 and 1995.


                                       3

<PAGE>

                           SUMMARY COMPENSATION TABLE

                               ANNUAL COMPENSATION

<TABLE>
<CAPTION>
                                                   ANNUAL          LONG-TERM
                                                COMPENSATION    COMPENSATION
                                                                   AWARDS
                                                                 SECURITIES     ALL OTHER
  NAME AND                                 SALARY       BONUS     UNDERLYING   COMPENSATIION
  PRINCIPAL POSITION               YEAR    $(1)         $(1)      OPTIONS (#)    $(2)
  --------------------------------------------------------------------------------------------------------


<S>                                <C>    <C>        <C>           <C>      <C>    
Peter Castellana, Jr               1997   $613,673   $ 98,735       --      $ 6,000
   President and CEO               1996    591,347    170,285       --        6,000
                                   1995    575,000    124,583       --        6,000

Frank Castellana                   1997    177,463     15,925       --        6,000
   Executive Vice-President        1996    330,320     87,316       --        6,000
                                   1995    330,000     70,417       --        6,000


Joseph Castellana                  1997    387,308     63,700       --        6,000
   Executive Vice-President        1996    369,309    106,376       --        6,000
                                   1995    330,000     70,417       --        6,000


Michael Castellana                 1997    293,496     56,056       --        6,000
   Senior Vice-President           1996    284,550     82,214       --        6,000
                                   1995    275,000     59,383       --        6,000


Chris Darrow                       1997    103,365     12,209      3,000       --
   Chief Financial Officer         1996        N/A        N/A       --         --
                                   1995        N/A        N/A       --         --

</TABLE>

  ------------
  (1)    Amounts shown include cash compensation earned by the named executive
         officers during each respective year covered, including amounts
         deferred, if any at the election of those officers. Bonuses are shown
         for the year in which they were earned.

  (2)    Amounts shown represent the Company's contributions to its Profit
         Sharing Plan on behalf of the named executives.


                                       4

<PAGE>


                        OPTION GRANTS IN LAST FISCAL YEAR

Stock Options

         The following table sets forth information concerning the grant of
stock options under the Company's 1995 Stock Option Plan for Employees.
<TABLE>
<CAPTION>

                    Number of         Percentage of Total
                    Securities          Options Granted
  NAME         Underlining Options     to All Employees       Exercise Price   Expiration       Grant Date
                    Granted (1)       in 1997 Fiscal Year      Per Share (2)     Date         Present Value (3)
  -------------------------------------------------------------------------------------------------------------
  <S>                 <C>                   <C>                  <C>           <C>                <C> 
  Chris Darrow        3,000                 9.29%                $ 11.50       April 15, 2002     $12,360

</TABLE>

  (1)    The option reflected in the table is a nonqualified stock option under
         the Internal Revenue Code and was granted on April 15, 1997. The
         exercise price of the option was equal to 100% of the fair market value
         of the Common Stock on the date of grant, as determined by the
         Committee. The option granted vests in increments of 20% on the first,
         second, third, fourth and fifth anniversaries of the date of grant;
         however, it may not be exercisable after the expiration of ten (10)
         years from the date of grant.

  (2)    Options may be exercised by the delivery to the Company at its
         principal office or at such other address as may be established by the
         Committee (Attention: Corporate Secretary) of written notice of the
         number of shares of Common Stock with respect to which the Option is
         being exercised accompanied by payment in full of the purchase price of
         such shares. Unless otherwise determined by the Committee at the time
         of grant, payment for such shares may be made (i) in cash, (ii) by
         certified check or bank cashier's check payable to the order of the
         Company in the amount of such purchase price, (iii) by delivery to the
         Company of shares of Common Stock having a Fair Market Value equal to
         such purchase price, (iv) at the discretion of the Committee, by
         simultaneously exercising Options and selling the shares of Common
         Stock acquired thereby, pursuant to a brokerage or similar arrangement
         approved by the Committee, and using the proceeds as payment of such
         purchase price, or (v) by any combination of the methods of payment
         described in (i) through (iv) above.

  (3)    The option value presented is based on the Black-Scholes option-pricing
         model adapted for use in valuing stock options. The actual value, if
         any, that an optionee may realize upon exercise will depend on the
         excess of the market price of the Common Stock over the option exercise
         price on the date the option is exercised. There is no assurance that
         the actual value realized by an optionee upon the exercise of an option
         will be at or near the value estimated under the Black-Scholes model.
         The estimated value under the Black-Scholes model is based on arbitrary
         assumptions as to variables such as interest rates and stock price
         volatility.

                                       5

<PAGE>


               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND

                          FISCAL YEAR-END OPTION VALUES

         The following table provides information on option exercises by each of
the named executive officers during the past fiscal year, and the value of such
officers unexercised options at January 2, 1998, the last day of the Company's
fiscal year. No SARS were outstanding during this period.
<TABLE>
<CAPTION>

                                                       NUMBER OF                   VALUE OF
                                                 SECURITIES UNDERLYING           UNEXERCISED
                                                  UNEXERCISED OPTIONS        IN-THE-MONEY OPTIONS
                                                 AT FISCAL YEAR-END (1)       AT FISCAL YEAR-END
                       SHARES
  NAME                ACQUIRED     VALUE
                    ON EXERCISE   REALIZED(1)  EXERCISABLE UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
  -------------------------------------------------------------------------------------------------------------
  <S>                 <C>            <C>           <C>           <C>           <C>           <C>
  Chris Darrow        -0-            -0-           -0-           3,000         -0-           N/A

</TABLE>

-----------

(1) All options were granted under the 1995 Stock Option Plan for employees. All
options are fully exercisable five years after grant (with 20% becoming
exercisable each year on the first through fifth anniversaries of the date of
grant). The exercise price may be paid in cash, by the surrender of currently
owned Common Stock (valued at 100% of market price) or by the delivery to the
Company of a copy of irrevocable instructions to a stockbroker to sell shares of
Common Stock to be acquired upon exercise of the option and to deliver promptly
to the Company an amount sufficient to pay such purchase price or by any
combination of the methods of payment described above.

Compensation Committee Interlocks and Insider Participation

         Compensation of the Company's executive officers currently is
administered by the Company's Board of Directors' Compensation Committee which
consists of Messrs. Arnold B. Becker and Stephen R. Bokser. Mr. Bokser, is
President and Chief Executive Officer of White Rose Food. During 1997, 1996 and
1995, the Company purchased various food products in the amounts of $37,111,000,
$24,423,000 and $21,954,000 from White Rose Food. As of January 2, 1998 and
January 3, 1997 the Company had trade payables of $1,997,000 and $797,000
respectively, due to White Rose Food.


                                       6

<PAGE>


                            COMPENSATION OF DIRECTORS

Compensation of Non-Employee Directors

         Pursuant to the Company's compensation policy, each non-employee
         director will receive: 

         1.   A $5,000 annual retainer to be paid in Quarterly installments 
              of $1,250.

         2.   Reimbursement for reasonable out-of-pocket travel expenses that
              each non-employee director incurs for each meeting of the Board
              that such member attends to cover travel and related expenses.

         3.   A one-time grant of options to purchase 5,000 shares of the
              Company's Common Stock at a price equal to the fair market value
              of the Common Stock on the date of grant when the non-employee
              director is first elected to the Company's Board of Directors.
              Such options shall vest and become exercisable in 20% increments
              on the first, second, third, fourth and fifth anniversaries of the
              date of grant.

         In addition, all members of the Board are indemnified by a standard
Directors and Officers liability policy in a manner consistent with the
requirements of Delaware law. Pursuant to the Certificate of Incorporation of
the Company, the Company indemnifies all members of the Board to the fullest
extent possible under the General Corporation Law.


                                     DELAWARE

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT

         The following table sets forth beneficial ownership (determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") of the Company's Common Stock (being the Company's only
voting securities) by each Director, each named executive officer designated in
the section of this Proxy Statement captioned "Executive Compensation", all
Directors and named executive officers as a group, and each person (including
any "group" as that term is used in Section 13 (d)(3) of the Exchange Act),
known by the Company to own more than 5% of the Common Stock as of April 21,
1998. The Company has been advised that except as otherwise indicated in the
notes to such table, all those listed have the sole power to vote and dispose of
the number of shares set forth opposite their respective names, and their
respective addresses are in care of the Company:
<TABLE>
<CAPTION>

                                            NUMBER OF SHARES

NAME OF BENEFICIAL OWNER              BENEFICIALLY OWNED    % OF CLASS

<S>                                           <C>               <C> 
PSL Foods, Inc. (1)                           1,690,007         30.9
Camile Magliocco (2)(3)                         446,126          8.1
Joseph Castellana (2)(4)(5)                     476,586          8.7
Frank Castellana  (2)(4)(6)                     453,529          8.3
Peter Castellana, Jr.  (2)(4)(7)                446,126          8.1
Michael Castellana (2)(4)(8)                    415,666          7.6
Stephen R. Bokser (4)                            10,000            *
Arnold B. Becker (4)                             10,000            *
Chris Darrow (4)                                     -             *
All directors and executive officers as
a group (eight persons) (9)                   3,502,314         64.0

</TABLE>

----------------
*              Less than 1% of the outstanding Common Stock

                                       7

<PAGE>

(1)      PSL Foods, Inc. is owned in equal proportions by the individuals named
         in note (2) below.

(2)      Frank Castellana, Joseph Castellana, Peter Castellana, Jr., Michael
         Castellana and Camile Magliocco are siblings.

(3)      Includes 32,818 shares owned by the minor children of Camile Magliocco.

(4)      Member of the Company's Board of Directors and/or a named executive
         officer of the Company. Includes options to purchase 10,000 shares of
         Common Stock each for Messrs. Bokser, and Becker.

(5)      Includes 38,968 shares owned by the wife and minor children of Joseph
         Castellana.

(6)      Includes 17,528 shares owned by the wife and minor children of Frank
         Castellana.

(7)      Includes 158,048 shares owned by the wife and minor children of Peter
         Castellana, Jr.

(8)      Includes 29,398 shares owned by the wife and minor children of Michael
         Castellana.

(9)      Includes shares owned by PSL Foods, Inc. Also includes options to
         purchase 20,400 shares of Common Stock held by certain Directors and
         Executive Officers.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         For more than a decade, the Company and the Principal Stockholders
have had continuing relationships simultaneously as lessors and lessees,
suppliers and customers and debtors and creditors. They have also shared certain
management personnel and certain administrative functions, such as insurance,
advertising and payrolls, and have attempted to allocate the common costs
fairly. In October 1992 the parties consummated, an Agreement of Combination
("the Combination") pursuant to which the Company and the food business of the
Principal Stockholders were combined under a publicly traded successor Delaware
corporation. Since the consummation of the Combination, the Principal
Stockholders have held in excess of 70% of the outstanding Common Stock of the
Company.

         The Company leases certain retail food stores, office and warehouse
facilities from the Principal Stockholders. Concurrent with the Combination,
independent appraisals were obtained of the rentals under all then existing
Company leases in which the Principal Stockholders had an interest as landlord
or tenant (other than one food store lease which was fixed on a formula basis).
Any necessary revisions to the leases were made so that in the aggregate, such
rentals did not exceed fair market value. The Company and the Principal
Stockholders agreed that any future leases from such affiliates would be based
on fair market value as established by independent appraisal. All Company leases
in which the Principal Stockholders had an interest have been amended
periodically, so that the rentals thereunder do not exceed fair market value.

         The Company leases land, various retail food stores and warehouse
storage and office space from affiliates of the Principal Stockholders under
various leases which expire through January 2017. For fiscal years 1997, 1996
and 1995 rent expense, relating to these leases was $2,829,000, $2,737,000 and
$2,772,000 respectively. The Company made capital expenditures of approximately
$2,022,000 $725,000 and $374,000 during 1997, 1996 and 1995, respectively, at
leaseholds owned by affiliates of the Principal Stockholders.

                                       8

<PAGE>

         In January 1997, a subsidiary of the Company entered into a new 
lease for a piece of property owned by the Principal Stockholders. Prior to 
entering into this lease, the Company obtained an independent appraisal of 
the value of this lease. In March 1998, the Company opened its first 
outlet-type food store operating under the name "Junior's Food Outlet" at 
this location.

         In March 1997, certain subsidiaries of the Company entered into new
leases with affiliates of the Principal Stockholders for two locations where the
Company currently operates retail food stores. These leases increased the rent
paid under the prior leases and also increased the terms of such leases. Prior
to entering into the leases, the Company obtained independent appraisals of the
values of the leases. The Board of Directors of the Company, including the
independent Directors, unanimously approved these transactions.

         The average square foot rental for property leased from the Principal
Stockholders is $ 3.97 per square foot as compared with an average square foot
rental of $ 4.09 for property leased from third party landlords.

         As of January 2, 1998, January 3, 1997 and December 29, 1995, the
Company had advances due from the Principal Stockholders and affiliated entities
of approximately $0, $0 and $12,000 respectively. These advances were unsecured
and non-interest bearing and were repaid in full.

         The Company had sales to affiliates controlled by the Company's
Principal Stockholders for 1997, 1996 and 1995 of $ 894,000, $ 335,000 and 
$ 528,000 respectively.

         During 1997, 1996 and 1995 the Company purchased various food products
in the amounts of $37,111,000, $27,423,000 and $21,954,000 respectively, from
White Rose Food, of which Stephen R. Bokser, a Director of the Company, is an
officer. As of January 2, 1998 and January 3, 1997 the Company had trade
payables of $1,997,000 and $797,000 respectively, due to White Rose Food.

                                       9

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of section 13 or 15 (d) 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.

                                             WESTERN BEEF, INC.

                                             By: /s/Peter Castellana, Jr.,
                                             Peter Castellana, Jr.,
                                             President,

Date:    May 1, 1998

<TABLE>
SIGNATURE                         TITLE                               DATE
---------                         -----                               -----
<S>                               <C>                                 <C>    
/s/Peter Castellana, Jr.          President, Chief Executive Officer  May 1, 1998
------------------------          and Director
Peter Castellana, Jr.

/s/Chris Darrow                   Chief Financial Officer             May 1, 1998
------------------------
Chris Darrow

/s/Joseph Castellana              Director                            May 1, 1998
------------------------
Joseph Castellana


/s/Stephen R.Bokser               Director                            May 1, 1998
------------------------
Stephen R. Bokser


/s/Arnold B. Becker               Director                            May 1, 1998
------------------------
Arnold B. Becker

</TABLE>