SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A-2

                          AMENDMENT NO. 2 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 1, 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 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 $5.9375 average of the closing bid and asked prices
reported by NASDAQ/NMS on April 16, 1999 was $9,185,983.

As of April 16, 1999, the registrant had issued and outstanding 5,475,153 shares
of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE (None)
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

General

      The following table sets forth information as to the compensation of the
Chief 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 1998,
1997 and 1996.

                           SUMMARY COMPENSATION TABLE
                               ANNUAL COMPENSATION

<TABLE>
<CAPTION>
                                                                                       Long-Term
                                                                                  Compensation Awards
                                                                             -------------------------------
                                                Annual Compensation          Securities
                                              -----------------------        Underlying        All Other
Name & Principal Position            Year     Salary (1)     Bonus(1)        Options (#)    Compensation (2)
------------------------------------------------------------------------------------------------------------
<S>                                  <C>       <C>           <C>              <C>              <C>
Peter Castellana, Jr ......          1998      $602,094      $106,203            --            $  6,400
  President and CEO                  1997       613,673        98,735            --               6,400
                                     1996       591,347       170,285            --               6,000
                                                                                              
Frank Castellana ..........          1998       168,493        21,025            --               6,400
  Executive Vice-President           1997       182,308        15,925            --               6,400
                                     1996       333,320        87,316            --               6,000
                                                                                              
Joseph Castellana .........          1998       387,308        72,920            --               6,400
   Executive Vice-President          1997       387,308        63,700            --               6,400
                                     1996       369,309       106,376            --               6,000
                                                                                              
Michael Castellana ........          1998       287,958        58,762            --               6,400
   Senior Vice-President             1997       293,496        56,056            --               6,400
                                     1996       284,550        82,214            --               6,000
                                                                                              
Chris Darrow ..............          1998       118,437        21,025         3,000               5,578
   Chief Financial Officer           1997       103,365        12,209         3,000                  --
                                     1996           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 1998 Fiscal Year      Per Share(2)          Date         Present Value (3)
------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                     <C>                   <C>             <C>                 <C>    
Chris Darrow             3,000                   10.15%                $8.25           July, 2008          $11,430
</TABLE>

(1)   The option reflected in the table is a nonqualified stock option under the
      Internal Revenue Code and was granted on July 9, 1998. 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 1, 1999, 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
                  Shares Acquired       Value            at Fiscal Year End (1)               at Fiscal Year End
Name                on Exercise        Realized      Exercisable      Unexercisable      Exercisable      Unexercisable
-----------------------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>            <C>             <C>                  <C>                 
Chris Darrow            -0-              -0-             600             5,400               -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 1998, 1997 and 1996, the
Company purchased various food products in the amounts of $46,287,000,
$37,111,000 and $24,423,000 from White Rose Food. As of January 1, 1999 and
January 2, 1998 the Company had trade payables of $3,765,000 and $1,997,000
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 Delaware General Corporation Law.


                                        7
<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 3, 1999

SIGNATURE                                TITLE                        DATE
---------                                -----                        ----


/s/ Peter Castellana, Jr.   President, Chief Executive Officer       May 3, 1999
------------------------    and Director
Peter Castellana, Jr.   


/s/ Chris Darrow            Chief Financial Officer                  May 3, 1999
------------------------
Chris Darrow


/s/ Joseph Castellana       Director                                 May 3, 1999
------------------------
Joseph Castellana


/s/ Stephen R.Bokser        Director                                 May 3, 1999
------------------------
Stephen R. Bokser


/s/ Arnold B. Becker        Director                                 May 3, 1999
------------------------
Arnold B. Becker


                                       10