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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


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

                For the quarterly period ended September 30, 1997

                                       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:  33-15962

                            WHITEFORD PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)



          DELAWARE                                76-0222842
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization)


                 770 NORTH CENTER STREET, VERSAILLES, OHIO 45380
                    (Address of principal executive offices)
                                   (Zip Code)

                                  937-526-5172
              (Registrant's telephone number, including area code)

                                        
(Former name, former address and former fiscal year, if changed since last
report)


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

               CLASS                    UNITS OUTSTANDING AT OCTOBER 31, 1997
-------------------------------------   -------------------------------------
LIMITED PARTNERSHIP CLASS A $10 UNITS                  1,306,890

                      This document contains   10    pages
                                             -------

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                            WHITEFORD PARTNERS, L.P.
                                        
                               INDEX TO FORM 10-Q
                  NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

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                                                                     Page Number

PART I.  FINANCIAL INFORMATION     

     Item 1.   Financial Statements  


          Condensed Consolidated Balance Sheets as of September 30, 1997
               (Unaudited) and December 31, 1996 . . . . . . . . . . . . . .3



          Condensed Consolidated Statements of Operations and
               Undistributed Income for the three months and nine months
               ended September 30, 1997 and 1996 (Unaudited) . . . . . . . .4



          Condensed Consolidated Statements of Cash Flows for the nine
               months ended September 30, 1997 and 1996 (Unaudited). . . . .5


          Notes to Condensed Consolidated Financial Statements (Unaudited) .6


     Item 2.   Management's Discussion and Analysis of Financial Condition
                    and Results of Operations. . . . . . . . . . . . . . . .7



PART II.  OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . .9



                                     2 of 10

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                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            WHITEFORD PARTNERS, L.P.

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<TABLE>
<CAPTION>
                                                              SEPTEMBER 30         DECEMBER 31
                                                                  1997                1996
                                                              ------------        ------------
                    ASSETS                                    (UNAUDITED)
<S>                                                           <C>                 <C>
CURRENT ASSETS:
  Cash and cash equivalents                                   $   281,977         $   121,163 
  Accounts receivable: Trade                                    3,083,004           3,196,376 
  Inventories                                                   2,893,783           2,612,515 
  Prepaid expenses and other assets                               144,726             479,031 
                                                              ------------        ------------

    TOTAL CURRENT ASSETS                                      $ 6,403,490         $ 6,409,085 

PROPERTY AND EQUIPMENT - net of accumulated 
    depreciation of $4,926,814 and $4,154,597 
    in 1997 and 1996                                           12,439,817          12,197,731 

OTHER ASSETS - net of amortization                              2,864,524           2,960,144 
                                                              ------------        ------------

      TOTAL ASSETS                                            $21,707,831         $21,566,960 
                                                              ------------        ------------
                                                              ------------        ------------

                       LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
  Accounts payable                                            $ 2,685,638         $ 2,685,099 
  Notes payable and current maturities on long term debt        2,741,425           2,827,006 
  Accrued expenses and other liabilities                          861,671             740,047 
                                                              ------------        ------------

    TOTAL CURRENT LIABILITIES                                 $ 6,288,734         $ 6,252,152 

LONG-TERM DEBT                                                  5,182,206           5,704,645 
 
PARTNERS' CAPITAL:
  General Partner:
    Capital contributions                                         132,931             132,931 
    Capital transfers to Limited Partners                        (117,800)           (117,800)
    Interest in Partnership net income                             23,067              16,140 
    Distributions                                                 (33,596)            (32,943)
                                                              ------------        ------------
                                                              $     4,602         $    (1,672)
  Limited Partners:
    Capital Contributions - net of organization and 
      offering costs of $2,010,082                             11,172,274          11,172,274 
    Capital transfers from General Partner                        116,554             116,554 
    Interest in Partnership net income/(loss)                   2,272,648           1,586,849 
    Distributions                                              (3,329,187)         (3,263,842)
                                                              ------------        ------------
                                                              $10,232,289         $ 9,611,835 
                                                              ------------        ------------
      TOTAL PARTNERS' CAPITAL                                 $10,236,891         $ 9,610,163 
                                                              ------------        ------------

        TOTAL LIABILITIES AND PARTNERS' CAPITAL               $21,707,831         $21,566,960 
                                                              ------------        ------------
                                                              ------------        ------------

</TABLE>

NOTE:     The condensed balance sheet at December 31, 1996 has been taken from
          the audited financial statements at such date.

                                     3 of 10

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                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                            WHITEFORD PARTNERS, L.P.
                                   (UNAUDITED)
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<TABLE>
<CAPTION>

                                                 THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                   SEPTEMBER 30,                       SEPTEMBER 30,
                                        -------------------------------    ------------------------------------
                                             1997               1996             1997                  1996
                                             ----               ----             ----                  ----
<S>                                     <C>                 <C>            <C>                   <C>
Revenues
  Sales of meat products                $16,314,380         $15,430,077    $  49,320,481         $  42,993,792 
  Interest and other income                  65,757              64,104          181,367               250,458 
                                        -----------         -----------    -------------         --------------
                                        $16,380,137         $15,494,181    $  49,501,848            43,244,250 

Costs and Expenses
  Cost of meat products sold             14,988,485          14,120,679       45,455,455            39,364,711 
  Selling and administrative expenses       676,753             583,105        1,930,908             1,595,414 
  Depreciation and amortization             308,253             291,466          895,000               866,515 
  Interest                                  178,894             204,212          550,850               636,903        
                                        -----------         -----------    -------------         --------------
                                        $16,152,385         $15,199,462    $  48,832,213         $  42,463,543 
                                        -----------         -----------    -------------         --------------

  Net Income - Operations               $   227,752         $   294,719    $     669,635         $     780,707 
                                        -----------         -----------    -------------         --------------
                                        -----------         -----------    -------------         --------------

  Other Income
    Gain on Sale of Assets                  $23,091                 ---    $      23,091                   --- 

    NET INCOME (LOSS)                   $   250,843         $   294,719    $     692,726         $     780,707 
                                        -----------         -----------    -------------         --------------
                                        -----------         -----------    -------------         --------------

Summary of net income allocated to
  General Partner                       $     2,508         $     2,947    $       6,927         $       7,807 
  Limited Partners                          248,335             291,772          685,799               772,900 
                                        -----------         -----------    -------------         --------------
                                           $250,843         $   294,719    $     692,726         $     780,707 
                                        -----------         -----------    -------------         --------------
                                        -----------         -----------    -------------         --------------

Net income per $10 unit of L.P. Capital $      0.19         $      0.23    $        0.53         $        0.60 
                                        -----------         -----------    -------------         --------------
                                        -----------         -----------    -------------         --------------

Average units issued and outstanding      1,306,890           1,306,890        1,306,890             1,306,890 
                                        -----------         -----------    -------------         --------------
                                        -----------         -----------    -------------         --------------

</TABLE>

                                     4 of 10

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                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                            WHITEFORD PARTNERS, L.P.
                                   (UNAUDITED)

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<TABLE>
<CAPTION>
                                                                    NINE MONTHS ENDED
                                                                      SEPTEMBER 30,
                                                                   1997           1996
                                                            --------------   -------------
<S>                                                         <C>              <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                   $    1,853,206   $  1,015,170 
                                                            --------------   -------------

CASH FLOW USED IN INVESTING ACTIVITIES:
     Purchase of property and equipment                     $   (1,036,969)  $   (477,773)
     Proceeds from disposal of property and equipment               18,595            --- 
                                                            --------------   -------------

NET CASH USED IN INVESTING ACTIVITIES                           (1,018,374)  $   (477,773)
                                                            --------------   -------------

CASH PROVIDED/(USED) IN FINANCING ACTIVITIES:
     Proceeds from notes payable                            $   16,974,365   $ 12,886,680 
     Payments on notes payable                                 (17,582,385)   (13,691,944)
     Distributions to Limited and General Partners                 (65,998)           ---
                                                            --------------   -------------

NET CASH PROVIDED/(USED) IN FINANCING ACTIVITIES            $     (674,018)  $   (805,264)
                                                            --------------   -------------

INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS            $      160,814   $   (267,867)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                   121,163        488,247 
                                                            --------------   -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $      281,977   $    220,380 
                                                            --------------   -------------
                                                            --------------   -------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid during the period for:
          Interest (excluding amount capitalized to fixed 
           assets and inventory)                            $      555,414   $    661,661 
                                                            --------------   -------------
                                                            --------------   -------------

</TABLE>

                                          5 of 10

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                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                            WHITEFORD PARTNERS, L.P.
                               SEPTEMBER 30, 1997
                                   (UNAUDITED)

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NOTE A -  ORGANIZATION, BUSINESS AND ACQUISITIONS

Whiteford Partners, L.P., (the Partnership), formerly Granada Foods, L.P., 
was formed on June 30, 1987, as a Delaware limited partnership.  Prior to May 
4, 1992, the Partnership consisted of a General Partner, Granada Management 
Corporation, (Granada), and the Limited Partners.  On May 4, 1992, Granada 
assigned its sole general partner interest in the Partnership to Gannon 
Group, Inc. and the Partnership was renamed Whiteford Partners, L.P.

The operational objectives of the Partnership are to own and operate 
businesses engaged in the development, production, processing, marketing, 
distribution and sale of food and related products (Food Businesses) for the 
purpose of providing quarterly cash distributions to the partners while 
providing capital appreciation through the potential appreciation of the 
Partnership's Food Businesses.  The Partnership expects to operate for twenty 
years from inception, or for such shorter period as the General Partner may 
determine is in the best interest of the Partnership, or for such shorter 
period as determined by the majority of the Limited Partners.

The Partnership Agreement provides that a maximum of 7,500,000 Class A, $10 
partnership units can be issued to Limited Partners.  Generally, Class A 
units have a preference as to cumulative quarterly cash distributions of $.25 
per unit.  The sharing of income and loss from the Partnership operations is 
99% to the Class A and 1% to the General Partner.  Amounts and frequency of 
distributions are determinable by the General Partner.  

On March 26, 1990, the Partnership, through Whiteford Foods Venture, L.P. 
"Whiteford's",(formerly Granada/Whiteford Foods Venture, L.P.), a joint 
venture with an affiliate of the then General Partner, acquired the business 
assets of Whiteford's Inc., a meat processing and distribution company.  The 
cash purchase price of the assets was $8,275,000 with liabilities of 
$3,776,806 assumed.  The excess of the purchase price over the estimated fair 
value of the net tangible assets acquired of approximately $3,825,000 was 
recorded as goodwill.  The acquisition was accounted for using the purchase 
method of accounting and, accordingly, the financial statements include the 
operations of Whiteford's from the date of acquisition.

The Partnership entered into a settlement agreement with certain participants 
in the Partnership's Distribution Reinvestment and Unit Acquisition Plan 
under which the Partnership repurchased 33,165 Class A Units for a total 
purchase price of $218,194 payable over a five year period.  The first 
installment in the amount of $62,049 was paid in 1993 with four subsequent 
annual installments of $39,036.25.  The final installment was paid in July 
1997.

At September 30, 1997 and December 31, 1996, the Partnership had 1,306,890 
Class A limited partnership units issued and outstanding.

The Partnership records distributions of income and/or return of capital to 
the General Partner and Limited Partners when paid.  Special transfers of 
equity, as determined by the General Partner, from the General Partner to the 
Limited Partners are recorded in the period of determinations.

The accompanying unaudited financial statements have been prepared in 
accordance with the instructions of Form 10-Q and therefore do not include 
all information and footnotes for a fair presentation of financial position, 
results of operations and cash flows in conformity with generally accepted 
accounting principles.

                                     6 of 10

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In the opinion of management, the unaudited information includes all 
adjustments (consisting of normal accruals) which are necessary for a fair 
presentation of the condensed consolidated financial position of the 
Partnership at September 30, 1997 and the condensed consolidated results of 
its operations for the nine months ending September 30, 1997 and 1996 and the 
condensed consolidated cash flows for the nine months ending September 30, 
1997 and 1996.  Operating results for the period ended September 30, 1997, 
are not necessarily indicative of the results that may be expected for the 
entire year ending December 31, 1997.

NOTE B - INCOME TAXES

The Partnership files an information tax return, the items of income and 
expense being allocated to the partners pursuant to the terms of the 
Partnership Agreement.  Income taxes applicable to the Partnership's results 
of operations are the responsibility of the individual partners and have not 
been provided for in the accounts of the Partnership.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS

Management's discussion and analysis set forth below should be read in 
conjunction with the accompanying condensed consolidated financial statements.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 
30, 1996

Revenues for the nine months ended September 30, 1997 were $49,501,848 versus 
$43,244,250 for the comparable period in 1996, an increase of 14.5%.  This 
increase in sales is primarily attributable to the increased volume during 
the first nine months of 1997 as compared to the same period in 1996.  During 
the 1997 period 52,070,790 pounds of meat products were sold versus 
47,278,530 pounds during the 1996 period, an increase of 4,792,260 pounds or 
10.1%.  The increase is pounds of meat products sold is primarily 
attributable to the increased sales effort and production capabilities at the 
Versailles plant.

Costs of meat products sold for the nine months ended September 30, 1997 were 
$45,455,455 versus $39,364,711 for the comparable period ended September 30, 
1996, an increase of 15.5%.  The average cost of meat sold for 1997 was $.843 
versus $.833 for the 1996 period.  The increase in the cost per pound is 
primarily attributable to general commodity price increases.

Selling and administrative expenses were $1,930,908 for the 1997 period 
versus $1,595,414 for the comparable 1996 period.  Selling and administrative 
expenses represented 3.9% of revenue for the nine months ended September 30, 
1997 and 3.7% the period ended September 30, 1996.

Depreciation and amortization expense for the nine months ended September 30, 
1997 was $895,000 versus $866,515 for the same period in 1996, an increase of 
3.3%.

Interest expense for the nine months ended September 30, 1997 was $550,850 
versus interest expense of $636,903 for the same period in 1996.  This 
decrease of $86,053 primarily relates to the decrease in the average debt 
outstanding.

Net income of $692,726 was realized in the 1997 period compared to a net 
income of $780,707 in the comparable period in 1996.    

                                     7 of 10

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LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1997 the Partnership had a net working capital position of 
$114,756 versus a working capital position of $156,933 at December 31, 1996.  

Cash provided by operating activities was $1,853,206 in 1997 versus 
$1,015,170 in the 1996 period.

Cash used in investing activities was $1,018,374 in 1997 as compared to 
$477,773 in 1996.  This increase is  attributable to the addition of a 3400 
square foot employee welfare area and equipment modifications and additions 
during 1997.

The Partnership used $674,018 from financing activities during 1997 
representing net repayment of debt outstanding.  For the comparable period in 
1996, the Partnership used $805,264.

Whiteford's working capital and equipment requirements are primarily met by 
(a) a revolving credit agreement with Whiteford's principal lender in the 
maximum amount of $2,600,000 (with $2,114,320 outstanding at September 30, 
1997),(the "Principal Revolver"); (b) a five year term credit facility of 
$2,200,000,(the "Principal Term Loan"); (c) a five year credit facility of 
$4,165,000,(the "Principal Mortgage Loan"); (d) a two year credit facility of 
$700,000,(the "Second Term Loan"); (e) a five year credit facility of 
$500,000, (the "Third Term Loan") and (f) a credit facility with Greenaway 
Consultant, Inc. of $420,000, with $52,500 outstanding as of September 30, 
1997 (the "GCI Loan"),(collectively, the "Loans").

The Principal Revolver bears interest at a rate equal to prime plus 1/2%.  
The Principal Term Loan bears an interest rate of 8.717%.  The Principal 
Mortgage Loan bears interest of 8.99%.  The Second Term Loan bears an 
interest rate of prime plus 1/2%.  The Third Term Loan bears an interest rate 
of 9.42%.  The Loans require the Partnership to meet certain financial 
covenants and restrict the ability of the Partnership to make distributions 
to Limited Partners without the consent of the principal lender.  The 
Principal Revolver and the Principal Term Loan (together with the Principal 
Mortgage Loan provided by the principal lender) are secured by real property, 
fixed assets, equipment, inventory, receivables and intangibles of 
Whiteford's.

The GCI Loan bears interest at a rate equal to 1-1/2 % above the prime rate 
established from time to time by the Company's financial institution lender 
having the highest outstanding credit balance.  The GCI Loan is secured by 
real property, fixed assets, equipment inventory and intangibles and is 
subordinated to the Principal Revolver, the Principal Term Loan, the 
Principal Mortgage Loan.

The Partnership's 1997 revised capital budget calls for the expenditure of 
$1,100,000 for building, plant and equipment modifications and additions.  
The General Partner believes Whiteford's is in compliance with environmental 
protection laws and regulations, and does not anticipate making additional 
capital expenditures for such compliance in 1997.  Such amounts are expected 
to be funded by internally generated cash flow.  The General Partner believes 
that the above credit facilities along with cash flow from operations will be 
sufficient to meet the Partnership's working capital and credit requirements 
for 1997.

The nature of the Partnership's business activities (primarily meat 
processing) are such that should annual inflation rates increase materially 
in the foreseeable future, the Partnership would experience increased costs 
for personnel and raw materials; however, it is believed that increased costs 
could substantially be passed on in the sales price of its products.

                                     8 of 10

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PART II.  OTHER INFORMATION


Item 1.   Legal Proceeding


Item 2.   Change in Securities

          None

Item 3.   Defaults upon Senior Securities

          None

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

          None

Item 5.   Other Materially Important Events

          None

Item 6.   Exhibits and Reports on Form 8-K

          a.   Exhibits - None
          b.   Reports on Form 8-K - None

                                     9 of 10

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                                   SIGNATURES

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.

                              WHITEFORD PARTNERS, L.P.


Date  November 14, 1997       By    /s/ Kevin T. Gannon        
    ---------------------        ------------------------------
                                    Kevin T. Gannon, President
                                    Chief Executive Officer
                                    Chief Financial Officer
                                    Gannon Group, Inc.
                                    General Partner


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